Common use of Assignment; Participation Clause in Contracts

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "Participation") 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 Ten Million Dollars ($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 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 equal to or exceeding Fifteen Million Dollars ($15,000,000) 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, Borrowerthe Company, the Administrative Agent, the Banks and their respective successors and permitted assigns. Borrower The Company may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions Persons (each a "Participant") participating interests in its Loan (each portion of the Loans. In no event shall a "Participation") subject to the consent of Fleet and PNCParticipant constitute a Bank for purposes hereof, which consents shall not be unreasonably withheld or delayed, and provided except that any such Participation Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be in the minimum amount deemed to be a Bank hereunder solely for purposes of Ten Million Dollars ($10,000,000)voting rights. In the event of any such grant by a Bank of a Participation participating interest to a Participant, whether or not Borrower or upon notice to the Company and the Administrative Agent was given noticeAgent, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower 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 Participation participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower the Company hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification 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 amendment, or waiver of this Agreement described in the proviso in Section 12.02 10.01 without the consent of the Participant. Subject 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 provisions bylaws of Section 10.14CoBank and its practices and procedures related to patronage distributions. Accordingly, any all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. 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 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 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 are majority owned subsidiaries 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 Parent 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 a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Company agrees to provide all assistance reasonably requested by a Bank (each Consented Assignee to enable such Bank either to sell participations in or subsidiary bank make assignments of its portion of the Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the Company to any potential assignee or institutionparticipant without the consent of the Administrative Agent and the Company, anwhich consent will not be unreasonably withheld by the Company.

Assignment; Participation. This All of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon, upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of, Borrower, Administrative Agent, the Banks of and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations be enforceable by any holder of notes executed hereunder. Subject to the provisions of Section 10.14, any The Bank may at any time pledge or assign all or any portion of its rights under 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. The Bank shall have the unrestricted right at any time or from time to time, and without the 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 and each Guarantor agree that it shall execute such documents, including without limitation, amendments to this 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 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. The Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to the Borrower or any Guarantor, to grant to one or more banks or other financial institutions (each a "“Participant"”) participating interests in its Loan (each a "Participation") subject the Bank’s obligation to lend hereunder and/or any or all of 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 Ten Million Dollars ($10,000,000)Obligations. In the event of any such grant by a the Bank of a Participation participating interest to a Participant, whether or not Borrower or Administrative Agent was given noticeupon notice to the Borrower, such the Bank shall remain responsible for the performance of its obligations hereunder, hereunder and the Borrower and Administrative Agent shall continue to deal solely and directly with such the Bank in connection with such the Bank's ’s rights and obligations hereunder. Any agreement pursuant to which any The Bank may grant a Participation shall provide furnish any information concerning the Borrower in its possession from time to time to prospective Assignees and Participants, provided that such the Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under require 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 equal to or exceeding Fifteen Million Dollars ($15,000,000) 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 to the Parent of a Bank (each Consented prospective Assignee or subsidiary bank or institution, anParticipant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, each Borrower, TRG, Administrative Agent, the Banks and their respective successors and permitted assigns. No Borrower Party may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each each, a "“Participant"”) participating interests in its Loan (each each, a "“Participation"”) subject subject, provided there exists no Event of Default, to the consent of Fleet and PNCBorrowers’ consent, which consents consent shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation to a ParticipantParticipation, whether or not Borrower Borrowers or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower Borrowers and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's ’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 Borrowers hereunder and under any other Loan Document 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 provided, however, 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 (6) in the first paragraph of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any 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 any bank or other institution, institution (an “Assignee”) with the acknowledgment consent of Administrative Agent and the consent of Fleet, PNC and, provided there exists so long as no Event of DefaultDefault exists, of BorrowerBorrowers, which consents shall not be unreasonably withheld or delayed (such assigneedelayed, all, or a "Consented Assignee"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 majority owned subsidiaries 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 Parent 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 (each Consented 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 Agreement and its Notes to a Federal Reserve Bank. No such assignment 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 subsidiary bank prospective Participant or institutionAssignee. In addition, ansuch 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.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a the "ParticipationParticipations") subject to the consent Borrower's consent, provided there exists no Event of Fleet and PNCDefault, which consents consent shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation 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 Participation 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 equal to or exceeding Fifteen Million Dollars ($15,000,000) may at any time assign to any bank or other institution, institution with the acknowledgment of the Administrative Agent and the consent of Fleet, PNC and, provided there exists no Event of Default, the consent of Borrower, which consents 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, anan "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 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 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. 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 Borrower with notice of all Participations sold by such Bank.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, Borrowerthe Co-Borrowers, Administrative the Agent, the Banks and their respective successors and permitted assigns. Borrower , except that the Co-Borrowers may not assign or transfer its their rights or obligations hereunder. Subject to the provisions of Section 10.14, any Each Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests sell participations in its Loan (each a "Participation") subject to the consent of Fleet and PNCor, which consents shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($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 described in Section 12.02 without the consent of the Participant. Subject Agent, assign all or any part of any Loan 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 any another bank or other institutionentity, in which event (a) in the case of an assignment, upon notice thereof by the Bank to the Co-Borrowers with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder and, to the extent of such assignment, the 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 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 acknowledgment 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 Administrative Agent $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 rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Co-Borrowers and the consent Guarantors in the possession of Fleetsuch Bank from time to time to assignees and participants (including prospective assignees and participants). Notwithstanding the foregoing, PNC andor any other provision of this Agreement, provided there exists no Event of Default, of Borrower, which consents the Agent agrees that it shall not permit its Commitment Proportion to be unreasonably withheld less than 50% unless, in the Agent's sole judgment, it is required to do so by any law, rule, regulation or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries order of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, anany governmental authority having jurisdiction over it.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each a "“Participant"”) participating interests in its Loan (each a "Participation") 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 Ten Million Dollars ($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 ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 (B)(1) through (B)(5) of Section 12.02 without the consent of the Participant. Subject Any Participant hereunder shall have the same benefits as any Bank with respect to the yield protection and increased cost provisions of Section 10.14, any Article III. 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 any bank or other institution, institution with the acknowledgment consent of Administrative Agent and the consent of Fleet, PNC Issuing Bank and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented 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 one 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 more banks 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 other institutions which are majority owned subsidiaries 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. 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 Parent 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 Participant or assignee. 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 indicate that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank (each Consented Assignee to enable such Bank to sell Participations or subsidiary bank 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 institution, anParticipant may pledge its Loans or Participations as collateral in accordance with applicable law.

Assignment; Participation. This Agreement shall be binding 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 hereunderhereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be null and void). Subject to Any Bank may, without the provisions of Section 10.14consent of, any Bank may or notice to, the Borrower or the Administrative Agent, at any time grant to one or more banks or other institutions (each a "“Participant"”) participating interests in its Loan (each a "“Participation") 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 Ten Million Dollars ($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 ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 provisions of Section 10.14conditions set forth below, any Bank having 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 in an amount equal and the Loans at the time owing to or exceeding Fifteen Million Dollars ($15,000,000it) may at any time assign to any bank or other institution, with the acknowledgment of Administrative Agent and the prior written consent of Fleet, PNC and, provided there exists no Event of Default, of Borrower, which consents shall (such consent not to 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, andelayed) of:

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, each Borrower, TRG, Administrative Agent, the Banks and their respective successors and permitted assigns. No Borrower Party may not assign or transfer its rights or obligations hereunder. Subject to the provisions of No Bank may assign or participate its Loan or its interest in this Agreement except as set forth in this Section 10.14, any 12.05. Any Bank may at any time grant to one or more banks or other institutions (each each, a "“Participant"”) participating interests in its Loan (each each, a "“Participation"”) subject subject, provided there exists no Event of Default, to the consent of Fleet and PNCBorrowers’ consent, which consents consent shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation to a ParticipantParticipation, whether or not Borrower Borrowers or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower Borrowers and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's ’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 Borrowers hereunder and under any other Loan Document 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 provided, however, 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 (6) in the first paragraph of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any 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 any bank or other institution, institution (an “Assignee”) with the acknowledgment consent of Administrative Agent and the consent of Fleet, PNC and, provided there exists so long as no Event of DefaultDefault exists, of BorrowerBorrowers, which consents shall not be unreasonably withheld or delayed (such assigneedelayed, all, or a "Consented Assignee"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 majority owned subsidiaries 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 Parent 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 Agreement and its Notes to a Federal Reserve Bank. No such assignment 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 (each Consented Assignee the “Transferring Bank”) of all or subsidiary 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 institutionmodified and in effect from time to time, anand/or any substitute or successor legislation thereto) (any such pledge or assignment, a “Pfandbrief Transfer”) shall be permitted subject to the following conditions:

Assignment; Participation. This Agreement shall be binding 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 absolute discretion. Subject to the provisions of Section 10.14, any Any Non-Delinquent Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a the "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation 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 Participation 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 having a Loan Commitment in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) may at any time assign to any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC 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, anan "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 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 Participant or assignee. 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 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 Loan as permitted by this Section. Each Bank agrees to provide Borrower with notice of all Participations sold by such Bank.

Assignment; Participation. This Agreement shall be binding 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 hereunderhereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be null and void). Subject to Any Bank may, without the provisions consent of Section 10.14the Borrower, any Bank may the Administrative Agent or the Issuing Bank, at any time grant to one or more banks or other 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 its Loan (each a "“Participation") 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 Ten Million Dollars ($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 ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 provisions of Section 10.14conditions set forth below, 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 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 assignees all or other institutions which are majority owned subsidiaries a portion of its rights and obligations under this Agreement (including all or a Bank 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, andelayed) of:

Assignment; Participation. This Agreement shall be binding upon(a) Any non-Defaulting Lender may, and shall inure subject to the benefit of, Borrower, Administrative Agent’s prior written consent, the Banks and their respective successors and permitted assigns. Borrower may which consent shall not assign be unreasonably withheld, conditioned or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14delayed, any Bank may at any time grant to one or more banks or other institutions parties (each each, a "“Participant"”) participating interests in its Pro Rata Share of the Loan (each a "Participation"the “Participations”) subject to and Lenders may syndicate 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 Ten Million Dollars Loan ($10,000,000“Syndication”). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank Lender shall remain responsible for the performance of its such Lender’s obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Lender’s rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower Borrower, as the case may be, hereunder and under any other Loan Document Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this 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 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 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 such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver for all purposes of this Agreement described in Section 12.02 without the consent of the Participant. Subject notwithstanding any notice 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 any bank or other institution, with the acknowledgment of contrary. Administrative Agent and the consent of Fleet, PNC and, provided there exists (in its capacity as Administrative Agent) shall have no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, responsibility for maintaining 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, anParticipant Register.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each each, a "“Participant"”) participating interests in its Loan (each each, a "“Participation"”) subject subject, provided there exists no Event of Default, to the consent of Fleet and PNCBorrower’s consent, which consents consent shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation to a ParticipantParticipation, 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 ’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 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 provided, however, 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 (6) in the first paragraph of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any 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 any bank or other institution, institution (an “Assignee”) with the acknowledgment consent of Administrative Agent and the consent of Fleet, PNC and, provided there exists so long as no Event of DefaultDefault exists, of Borrower, which consents shall not be unreasonably withheld or delayed (such assigneedelayed, all, or a "Consented Assignee"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 majority owned subsidiaries 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 Parent 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 (each Consented 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 Agreement and its Notes 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 subsidiary bank prospective Participant or institutionAssignee. In addition, ansuch 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. 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 Borrower with notice of all Participations sold by such Bank.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each each, a "Participant") participating interests in its Loan (each each, a "Participation") subject subject, provided there exists no Event of Default, to the consent of Fleet and PNCBorrower's consent, which consents consent shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation to a ParticipantParticipation, 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 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 provided, however, 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 (6) in the first paragraph of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any 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 any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC andconsent, 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 or Assignee, subsidiary bank or institutioninstitution or Related Entity, anan "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 Agreement and its Notes 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 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. 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 Borrower with notice of all Participations sold by such Bank.

Assignment; Participation. This Agreement shall be binding 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 hereunderhereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be null and void). Subject to Any Bank may, without the provisions of Section 10.14consent of, any Bank may or notice to, the Borrower, the Administrative Agent or the Issuing Bank, at any time grant to one or more banks or other 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 its Loan (each a "“Participation") 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 Ten Million Dollars ($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 ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 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 provisions of Section 10.14conditions set forth below, 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 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 assignees all or other institutions which are majority owned subsidiaries a portion of its rights and obligations under this Agreement (including all or a Bank or portion of its Loan Commitment and the Loans at the time owing to it) with the Parent of a Bank prior written consent (each Consented Assignee or subsidiary bank or institution, ansuch consent not to be unreasonably withheld) of:

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Lender may at any time time, at no cost to Borrower, grant to one or more banks or other institutions (each a "“Participant"”) participating interests in its the Loan (each a "“Participation") 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 Ten Million Dollars ($10,000,000”). In the event of any such grant by a Bank Lender of a Participation to a Participant, Participant (whether or not Borrower or Administrative Agent was given noticenotice thereof), such Bank 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 Bank Lender in connection with such Bank's all 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 Such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in Section 12.02 waiver, without the consent of the ParticipantParticipants, 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) increase the Loan amount. Subject 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 Section 10.14this 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 Bank having a Loan Commitment in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) Participant may at any 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 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 Borrower, any Guarantor, any Collateral or the Loan may be exhibited to and retained by any such Participant or assignee or prospective Participant or assignee. Lender’s delivery of any financial statements and appraisals to any bank such Participant or other institution, with assignee or prospective Participant or assignee shall be accompanied by Lender’s standard confidentiality statement indicating that 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, same are delivered on 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, anconfidential basis.

Assignment; Participation. This Agreement shall be ------------------------- binding 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 Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a the "ParticipationParticipations") subject to the consent Borrower's consent, provided there exists no Event of Fleet and PNCDefault, which consents consent shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation 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 Participation 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 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 any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC and, provided there exists no Event of Default, the consent of Borrower, which consents 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, anan "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 Agreement and its Notes 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 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. 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 Borrower with notice of all Participations sold by such Bank.

Assignment; Participation. This Agreement shall be ------------------------- binding 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 Section 10.149.14, any Bank may at any time 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 Ten Million Dollars ($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 described enumerated in Section 12.02 11.02 without the consent of the Participant. Subject to the provisions of Section 10.149.14, 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 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 to of the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, anan "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 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 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. Borrower agrees to provide, at no cost to Borrower, 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 Borrower with notice of all Participations sold by such Bank.

Assignment; Participation. This Agreement shall be binding 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 hereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be null and void).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, Indemnitees, Participants to the provisions extent provided in this Section 12.05 and, to the extent expressly contemplated hereby, the Related Parties of Section 10.14each of the Administrative Agent or the Banks) any legal or equitable right, any remedy or claim under or by reason of this Agreement. Any Bank may may, without the consent of the Borrower or the Administrative Agent, at any time grant to one or more banks or other 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 its Loan (each a "“Participation") 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 Ten Million Dollars ($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 ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 provisions of Section 10.14conditions set forth below, 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 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 assignees (an “Assignee”) all or other institutions which are majority owned subsidiaries a portion of its rights and obligations under this Agreement (including all or a Bank 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, andelayed) of:

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Lender may at any time 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 (each a "Participation") 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 Ten Million Dollars ($10,000,000“Participations”). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such Bank's Lender’s rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document 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 Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vii) of Section 12.02 8.06 without the consent of the Participant. Subject 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 provisions of Section 10.14, any Bank having a Loan Commitment as hereinafter provided in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) this Section. A Lender may at any time assign to any bank or other institution, institution not affiliated with the acknowledgment of Administrative Agent and Borrower or Guarantor with the consent of Fleet, PNC and, provided there exists no Event of Default, of BorrowerAdministrative 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 Bank Lender or to of the Parent parent of a Bank Lender (each Consented Assignee or subsidiary bank or institution, anan “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 a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations 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.

Assignment; Participation. This Agreement shall be binding 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 hereunderhereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be null and void). Subject 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, Indemnitees, Participants to the provisions extent provided in this Section 12.05 and, to the extent expressly contemplated hereby, the Related Parties of Section 10.14each 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 may may, without the consent of the Borrower, the Administrative Agent or the Issuing Bank, at any time grant to one or more banks or other 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 its Loan (each a "“Participation") 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 Ten Million Dollars ($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 ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 provisions of Section 10.14conditions set forth below, 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 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 to the Parent of a Bank assignees (each Consented Assignee such assignee, an “Assignee”) all or subsidiary bank a portion of its rights and obligations under this Agreement (including all or institutiona 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, anconditioned or delayed) of:

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks Lenders and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any Bank Any Lender may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such BankLender's rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan DocumentDocument or the Subordination Agreement; provided provided, however, that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (viii) of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.1410.17, any Bank having a Loan Commitment in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) Lender may at any time assign (x) to any bank or other institution, financial institution with (A) the acknowledgment of Administrative Agent and Agent, (B) the consent of FleetXxxxxxx Xxxxx, PNC and, (C) provided there exists no Event of Default, the prior written consent of BorrowerBorrower 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 not be unreasonably withheld or delayed delayed, or (such assigneey) to one of the existing Lenders, a "Consented Assignee"), 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 Bank Lender or to of the Parent of a Bank Lender (each Consented Assignee or subsidiary such bank or institutionother institution described in clause (x) or (y) above, anan "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 a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations 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, to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations or make assignments of its Loan as permitted by this Section. Each Lender agrees to provide Administrative Agent and Borrower with notice of all Participations sold by such Lender.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, of Borrower, Administrative Agent, the Banks and their respective successors and permitted assigns. , except that the Borrower may not assign or transfer its rights or obligations hereunder. Subject to Each Bank may, only with the provisions of Section 10.14, any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "Participation") subject to the prior written consent of Fleet the Borrower and PNCthe Agent, which consents consent shall not be unreasonably withheld withheld, assign, or delayedsell participation in, and provided that all or any such Participation shall be part of any Loan to another bank or other entity, in which event (a) in the minimum amount case of Ten Million Dollars ($10,000,000). In an assignment, upon notice thereof by 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 the Agent and subject to the Borrower's and Agent's consent (as referenced above), the assignee shall continue have, to deal solely and directly with the extent of such Bank in connection with such Bank's rights assignment (unless otherwise provided therein), the same rights, benefits 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, 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 approve purchase such assigning Bank's interest on the same terms and conditions as are being offered by the assignee; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Articles 2 and 3 shall be determined as if such Bank had not sold such participation. Such Bank may furnish any amendment, modification or waiver information concerning the Borrower in the possession of any provision of this Agreement or any other Loan Documentsuch Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such participation agreement Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information in accordance with Section 12.14 hereof. There shall be no limit on the number of assignments or participations that may provide that such be granted by any Bank. Notwithstanding anything contained herein to the contrary each Bank will not agree to any modificationshall be permitted, amendment or waiver of this Agreement described in Section 12.02 without the prior consent of the Participant. Subject Borrower and without being subject to the provisions above-referenced right of Section 10.14first refusal, any Bank having a Loan to assign all or part of its Revolving Credit Commitment in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) may at any time assign hereunder to any bank Federal Reserve Bank in connection with any collateral assignment thereto in the ordinary course of any such Bank's business or other institution, with the acknowledgment assign or participate all or part of Administrative Agent and the consent its Revolving Credit Commitment hereunder to any Affiliate 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, anBank.

Assignment; Participation. This Agreement shall be binding 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 hereunderhereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be null and void). Subject 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, Indemnitees, Participants to the provisions extent provided in this Section 12.05 and, to the extent expressly contemplated hereby, the Related Parties of Section 10.14each 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 may may, without the consent of the Borrower, the Administrative Agent, the Sustainability Structuring Agent, or the Issuing Bank, at any time grant to one or more banks or other 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 its Loan (each a "“Participation") 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 Ten Million Dollars ($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 Bxxxxxxx and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 provisions of Section 10.14conditions set forth below, 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 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 to the Parent of a Bank assignees (each Consented Assignee such assignee, an “Assignee”) all or subsidiary bank a portion of its rights and obligations under this Agreement (including all or institutiona 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, anconditioned or delayed) of:

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Non-Delinquent Lender may at any time time, at no cost to Borrower, grant to one or more banks or other institutions institutions, including other Non-Delinquent Lenders (each a "Participant") participating interests in its Pro Rata Share of the Loan (each a "Participation") subject to the consent of Fleet and PNCAdministrative Agent's consent, which consents consent shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000)5,000,000 unless the Participant thereunder is a Non-Delinquent Lender. In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given noticenotice thereof, such Bank 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 Bank Lender in connection with such BankLender's rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document 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 provided, however, that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of Section 12.02 9.12 without the consent of the Participant. Subject 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 provisions of Section 10.14, any Bank having a Loan Commitment as hereinafter provided in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) this Section. A Lender may at any time assign to any bank or other institution, institution with the acknowledgment consent 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 Lender or to of the Parent parent of a Bank Lender (each Consented Assignee or subsidiary bank or institution, anan "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 a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations 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 accompanied by such Lender's standard confidentiality statement indicating that the same are delivered on a confidential basis.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Administrative Agent, the Issuing Bank, the Banks and their respective successors and permitted assigns. , except that the Borrower may not assign or transfer its rights or obligations hereunder. Subject to hereunder without the provisions of Section 10.14, any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "Participation") subject to the prior written consent of Fleet each Bank. Each Bank may, (x) with the prior written consent of the Administrative Agent, the Syndication Agent and PNC, the Borrower (which consents shall not be unreasonably withheld) and the Issuing Bank (which consent may be given or withheld or delayed, and provided that any such Participation shall be in the minimum amount sole and absolute discretion of Ten Million Dollars the Issuing Bank) ($10,000,000). In the event of any such grant except that (i) with respect to assignments made by a Bank to an Affiliate thereof, no such consent of any 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) in the case of a Participation participation, the participant shall have no rights under the Facility Documents, and all amounts payable by the Borrower under Article 5 hereof shall be determined as if such Bank had not sold such participation. Such Bank may furnish any information concerning the Borrower and its Subsidiaries in the possession of such Bank from time to a Participant, whether or not Borrower or Administrative Agent was given notice, time to assignees and participants (including prospective assignees and participants); provided that such Bank shall remain responsible for require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the performance confidentiality of such information 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 obligations 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 Borrower (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 Administrative Agent shall continue be subject to, the provisions of Section 13.1 hereof. Notwithstanding the foregoing, each Bank shall be permitted to deal solely and directly with such 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 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 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 equal to or exceeding Fifteen Million Dollars ($15,000,000) 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, anbusiness.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Administrative Agent, the Banks and their respective successors and permitted assigns. The Borrower may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "Participation") subject to portion of the consent of Fleet Loans and PNC, which consents shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000)Participations. In the event of any such grant by a Bank of a Participation 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 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 Participation 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 12.02 14.01 without the consent of the Participant. Subject to the provisions of Section 10.14, any 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 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 (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 Parent 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 Agreement and its Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Borrower agrees to provide all assistance reasonably requested by a Bank (each Consented Assignee to enable such Bank either to sell participations in or subsidiary bank or institution, anmake assignments of its portion of the Loans and the Participations as permitted by this Section 14.04.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks Lenders and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any Bank Any Lender may at any time grant to one or more banks or other institutions financial institutions, insurance companies or investment companies or funds not affiliated with Borrower (each a "Participant") participating interests in its Loan (each a "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such BankLender's rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document 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 provided, however, that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in sub-clauses (i) through (ix) of clause (c) of 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) Any Lender may at any time assign (a) to any bank or other financial institution, insurance company or investment company or fund not affiliated with Borrower with the acknowledgment consent 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")delayed, or (b) to one or more banks or other institutions financial institutions, insurance companies or investment companies or funds not affiliated with Borrower which are majority owned subsidiaries of a Bank Lender or to of the Parent of a Bank 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 Consented Assignee such consented to (under clause (a) above) or subsidiary permitted (under clause (b) above) bank or other financial institution, aninsurance 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 in the case of two (2) or more investment companies or funds managed by the same advisor, such minimum Loan Commitments shall be calculated by aggregating the Loan Commitments of all such funds, provided, however, that the Loan Commitment of each such individual investment company or fund shall be equal to 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 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 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. This Agreement shall be binding 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 hereunderhereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be null and void). Subject to Any Bank may, without the provisions of Section 10.14consent of, any Bank may or notice to, the Borrower, the Administrative Agent or the Issuing Bank, at any time grant to one or more banks or other institutions (each a "“Participant"”) participating interests in its Loan (each a "“Participation") 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 Ten Million Dollars ($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 ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 provisions of Section 10.14conditions set forth below, 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 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 assignees all or other institutions which are majority owned subsidiaries a portion of its rights and obligations under this Agreement (including all or a Bank or portion of its Loan Commitment and the Loans at the time owing to it) with the Parent of a Bank prior written consent (each Consented Assignee or subsidiary bank or institution, ansuch consent not to be unreasonably withheld) of:

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Lender may at any time 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 (each a the "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such BankLender's rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document 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 Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vii) of Section 12.02 8.06 without the consent of the Participant. Subject 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 provisions of Section 10.14, any Bank having a Loan Commitment as hereinafter provided in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) this Section. A Lender may at any time assign to any bank or other institution, institution not affiliated with the acknowledgment of Administrative Agent and Borrower or Guarantor with the consent of Fleet, PNC and, provided there exists no Event of Default, of BorrowerAdministrative 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 Bank Lender or to of the Parent parent of a Bank Lender (each Consented Assignee or subsidiary bank or institution, anan "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 a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations 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.

Assignment; Participation. This Agreement shall be binding 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 hereunderhereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be null and void). Subject to Any Bank may, without the provisions consent of Section 10.14Borrower or Administrative Agent, any Bank may at any time grant to one or more banks or other 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 its Loan (each a "“Participation") 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 Ten Million Dollars ($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 ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 provisions of Section 10.14conditions set forth below, 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 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 to the Parent of a Bank assignees (each Consented Assignee an “Assignee”) all or subsidiary bank a portion of its rights and obligations under this Agreement (including all or institution, ana 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:

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a the "ParticipationParticipations") subject to with the consent of Fleet and PNCAdministrative Agent, which consents consent shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation 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 Participation 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 having a Loan Commitment in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) may at any time assign to any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC 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, anan "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 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 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 Participant or assignee. 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 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 Loan as permitted by this Section. Each Bank agrees to provide Borrower with notice of all Participations sold by such Bank.

Assignment; Participation. This Bank shall have the unrestricted right at any time or from time to time, and without Borrower's or any Guarantor's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrower and each Guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or 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 binding uponissued 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 inure be a party to this Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the benefit ofextent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, Borrower, Administrative Agent, the Banks and their respective successors Bank shall be released from its obligations hereunder and permitted assignsthereunder to a corresponding extent. Borrower may not assign or transfer furnish any information concerning Borrower in its rights or obligations hereunderpossession 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. Subject to Bank shall also have the provisions of Section 10.14, any Bank may unrestricted right at any time and from time to time, and without the consent of or notice to Borrower or any Guarantor, to grant to one or more banks or other financial institutions (each each, a "Participant") participating interests in its Loan (each a "Participation") subject Bank's obligation to lend hereunder and/or any or all of 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 Ten Million Dollars ($10,000,000)Loans held by Bank hereunder. In the event of any such grant by a Bank of a Participation participating interest to a Participant, whether or not Borrower or Administrative Agent was given noticeupon notice to Borrower, such Bank shall remain responsible for the performance of its obligations hereunder, 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 furnish any information concerning Borrower in its possession from time to time to prospective Participants, provided that such Bank shall retain require any such prospective Participant to agree in writing to maintain the sole right and responsibility to enforce the obligations confidentiality 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 equal to or exceeding Fifteen Million Dollars ($15,000,000) 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, aninformation.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Bid Agent, Syndication Agents and Banks and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Subject to With the provisions consent of Section 10.14Borrower (which consent shall not be unreasonably withheld or delayed), any Bank may at any time grant to one or more banks or other financial institutions (each a "Participant") participating interests in its Loan (each a "Participation") subject to portion of the consent of Fleet and PNC, which consents shall not be unreasonably withheld or delayedLoans, and provided its Letters of Credit; provided, however, that any such Participation shall be in at all times the minimum selling Bank must retain for its own account an amount of Ten Million Dollars ($10,000,000)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 Participation participating interest to a Participant, whether or not upon notice to Borrower or and Administrative Agent was given noticeAgent, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent the Facility Agents 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 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 proviso in Section 12.02 12.01 without the consent of the Participant. Subject to the provisions of Section 10.14, any 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 any bank one or more banks or insurance companies, investment banks or other institutionfinancial 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 the acknowledgment of Administrative Agent and subject to the consent of Fleet, PNC and, provided there exists no Event each of Default, of Borrower, the Syndication Agents and Borrower (which consents consent shall not be unreasonably withheld or delayed 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 assigneeLetters 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 "Consented Assignee"), or Bank Party to one or more banks or other institutions which are majority owned subsidiaries this Agreement and shall have all the rights and obligations of a Bank or with respect to the Parent Individual 364 Day Facility Commitment 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 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 assignment shall release the transferor Bank from its obligations hereunder. Borrower agrees to provide all assistance reasonably requested by a Bank (each Consented Assignee to enable such Bank either to sell participations in or subsidiary bank or institution, anmake assignments of its portion of the Loans and Letters of Credit as permitted by this Section.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Non-Delinquent Lender may at any time 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 (each a "Participation") 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 Ten Million Dollars ($10,000,000“Participations”). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such Bank's Lender’s rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document 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 Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vii) of Section 12.02 8.06 without the consent of the Participant. Subject 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 provisions of Section 10.14, any Bank having a Loan Commitment as hereinafter provided in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) this Section. A Lender may at any time assign to any bank Eligible Assignee not affiliated with Borrower or other institution, Guarantor with the acknowledgment of Administrative Agent and the consent of Fleet, PNC and, provided there exists no Event of Default, of BorrowerAdministrative 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 Bank Lender or to of the Parent parent of a Bank Lender (each Consented Assignee or subsidiary bank or institution, anan “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 a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations 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.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, of Borrower, Administrative Agent, the Banks and their respective successors and permitted assigns. , except that the Borrower may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any Each Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests sell participations in its Loan (each a "Participation") subject to or, with the prior written consent of Fleet and PNC, the Borrower which consents shall not be unreasonably withheld and which shall not be required during the occurrence and continuance of an Event of Default, assign all or delayedany part of any Loan to another bank or other entity, and provided that any such Participation shall be in which event (a) in the minimum amount case of Ten Million Dollars an assignment, upon notice thereof by the Bank to the Borrower, the assignee shall have, to the extent of such assignment ($10,000,000unless otherwise provided therein). In , the event of any such grant by a Bank of a Participation to a Participantsame rights, 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 benefits 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, a ratable assumption of the right assigning Bank's Commitment and Commitment Proportion hereunder) as it would have if it were a Bank 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 Borrower under Articles 2 and 3 shall be determined as if such Bank had not sold such participation. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Documenttime to assignees and participants (including prospective assignees and participants); provided that such participation agreement Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. There shall be no limit on the number of assignments or participants that may provide that be granted by any Bank. Notwithstanding any such assignment, any rights and remedies available to the Borrower for any breaches by an assigning Bank of its obligations hereunder while a Bank shall be preserved after such assignment and 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 equal to or exceeding Fifteen Million Dollars ($15,000,000) 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 relieved of a Bank or any liability to the Parent Borrower due to such breach. Each Bank will have the right to pledge and assign as collateral to a Federal Reserve Bank all or a portion of a Bank (each Consented Assignee or subsidiary bank or institution, anits interests hereunder.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Non-Delinquent Lender may at any time 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 (each a the "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such BankLender's rights and obligations hereunder. Any Each Lender agrees for the benefit of Borrower that any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document 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 provided, however, that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vii) of Section 12.02 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 10.148.19, any Bank having 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 Commitment as hereinafter provided in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) this Section. A Lender may at any time assign to any bank financial institution not an Affiliate of Borrower or other institution, Guarantor with the acknowledgment consent of Administrative Agent and the consent of Fleet, PNC 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, a an "Consented 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), or to one or more banks or other institutions which are majority owned subsidiaries in each case, the Assignee's aggregate portion of the Loan and the Other Loan and, in the case of a Bank 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 Parent 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 Bank 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 (each Consented 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 a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations 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 subsidiary bank prospective Participant or institutionAssignee. 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. Setoff. In addition to (and without limitation of) any right of setoff, anbankers' 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 Administrative Agent's or such Lender's offices against any amount payable by Borrower to Administrative Agent or such Lender hereunder or under any other Loan Document which is not paid when due (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and (in the case of a Lender) Administrative Agent thereof; provided, however, that Administrative Agent's or such Lender's failure to give such notice shall not affect the validity thereof.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Lender may at any time grant to one or more banks or other institutions not affiliated with Borrower or Guarantor (each a "Participant") participating interests in its Loan Pro Rata Share of the Credit Facility (each a the "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and Borrower Borrower, each other Lender and Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such BankLender's rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document Credit Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Credit Document; provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vii) of Section 12.02 10.09 without the consent of the Participant. Subject 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 provisions of Section 10.14, any Bank having a Loan Commitment Credit Facility as hereinafter provided in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) this Section. A Lender may at any time assign to any bank or other institution, institution not affiliated with the acknowledgment of Administrative Agent and Borrower or Guarantor with the consent of Fleet, PNC and, provided there exists no Event of Default, of BorrowerAdministrative 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 Bank Lender or to of the Parent parent of a Bank Lender (each Consented Assignee or subsidiary bank or institution, anan "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 a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations 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 Credit Facility may be exhibited to and retained by any such Participant or Assignee or prospective Participant or Assignee.

Assignment; Participation. This Agreement shall be binding 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 hereunderhereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be null and void). Subject to Any Bank may, without the provisions consent of Section 10.14the Borrower or the Administrative Agent, any Bank may at any time grant to one or more banks or other 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 its Loan (each a "“Participation") 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 Ten Million Dollars ($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 ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 provisions of Section 10.14conditions set forth below, 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 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 assignees (an “Assignee”) all or other institutions which are majority owned subsidiaries a portion of its rights and obligations under this Agreement (including all or a Bank 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, andelayed) of:

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks and their 61 67 respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (the "Participations"), provided, however, that each a "Participation") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation 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 Participation 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. 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 any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC Co-Agents 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, anan "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. 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

Assignment; Participation. This Agreement shall be binding uponupon the Borrower, and the Borrower's heirs, devisees, representatives, successors and assigns, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks of Lender and their respective its successors and permitted assigns. ; provided, however, that the Borrower may shall not assign or transfer its rights encumber any interest of the Borrower hereunder without the prior written consent of the Lender. The Lender may, from time to time, sell or obligations hereunder. Subject offer to sell the provisions of Section 10.14Loan, any Bank may at any time grant or interests therein, to one or more banks assignees or other institutions participants (each provided that the Lender will not, unless an Event of Default exists, assign the Loan to a "Participant"non-Affiliate without the Borrower's prior consent, such consent not to be unreasonably withheld) participating interests in its Loan (each a "Participation") subject and is hereby authorized to disseminate any information it now has or hereafter obtains pertaining to the consent of Fleet and PNCLoan, which consents shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($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, any security for the right Loan and credit or other information on the Borrower and its Affiliates, any of its principals and any guarantor, to approve any amendmentassignee or participant or prospective assignee or prospective participant, modification or waiver of to the Lender's affiliates, including without limitation NationsBanc Xxxxxxxxxx Securities LLC, to any provision of this Agreement or regulatory body having jurisdiction over the Lender and to any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to parties as necessary or appropriate in the Lender's reasonable judgment. The Borrower shall execute, acknowledge and deliver any modification, amendment or waiver of this Agreement described and all instruments reasonably requested by the Lender in Section 12.02 without the consent of the Participant. Subject connection therewith and to the provisions of Section 10.14extent, if any, specified in any Bank having a Loan Commitment in an amount equal to such assignment or exceeding Fifteen Million Dollars ($15,000,000) may at any time assign to any bank participation, such companies, assignees or other institution, participants shall have the rights and benefits 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 respect to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, anLoan Documents as such persons would have if such persons were the Lender hereunder.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks Lenders and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any Bank Any Lender may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such BankLender's rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document 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 provided, however, that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vii) of 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) Any Lender may at any time assign to any bank or other institution, institution with the acknowledgment consent 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")delayed, or to one or more banks or other institutions which are majority owned subsidiaries of a Bank Lender or to of the Parent of a Bank Lender (each Consented Assignee such consented to bank or other institution, or subsidiary bank or institution, anan "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 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 its Notes. 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. 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. This Agreement shall be binding 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 Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "Participation") 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 Ten Million Dollars ($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 such a Participation 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. Subject to the provisions of Section 10.14, any 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 any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC Co-Agents 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 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, anan "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 a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Lender may at any time 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 (each a the "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such Bank's Lender’s rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document 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 provided, however, that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vii) of Section 12.02 8.05 without the consent of the Participant. Subject 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 provisions of Section 10.14, any Bank having a Loan Commitment as hereinafter provided in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) this Section. A Lender may at any time assign to any bank or other institution, institution not affiliated with Borrower or Guarantor with the acknowledgment consent 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 Lender or to of the Parent parent of a Bank Lender (each Consented Assignee or subsidiary bank or institution, anan "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 EXHIBIT 10.1 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 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 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 such pledge or assignment to a Federal Reserve bank, and this Section 8.06 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release 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 or the sale or prospective sale of an interest in the Loan, shall be done on a confidential basis in accordance with Section 8.17(vi) hereof. Notwithstanding the provisions of this Section 8.06, PB Realty may enter into an assignment or participation with PB Capital or an affiliate controlled by or under common control with PB Capital (none of which assignments or participations shall require the consent of Borrower).

Assignment; Participation. This Agreement All the terms and provisions of this Revolving Line Note shall inure to the benefit of and be binding upon, upon and be enforceable by the parties and their respective successors and permitted assigns and shall inure to the benefit of, Borrower, Administrative Agent, the Banks of and their respective successors and permitted assignsbe enforceable by any holder hereof. Borrower may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any 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 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 Borrower’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 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 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. 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 its Loan (each a "Participation") subject Bank’s obligation to lend hereunder and/or any or all of 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 Ten Million Dollars ($10,000,000)loans held by Bank hereunder. In the event of any such grant by a Bank of a Participation participating interest to a Participant, whether or not Borrower or Administrative Agent was given noticeupon notice to Borrower, such Bank shall remain responsible for the performance of its obligations hereunder, hereunder and 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. Any agreement pursuant to which any The Bank may grant a Participation shall provide furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that such the Bank shall retain require any such prospective Assignee or Participant to agree in writing to maintain the sole right and responsibility confidentiality of such information. Loss or Mutilation. Upon receipt of an affidavit of an officer of Bank as to enforce the obligations loss, theft, destruction, or mutilation of Borrower hereunder and under any other Loan Document includingthis Revolving Line Note, without limitationand, in the right to approve any amendment, modification or waiver case of any provision such loss, theft, destruction or mutilation, upon cancellation of this Agreement Revolving Line Note, Borrower will issue, in lieu thereof, a replacement note or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver loan document in the same principal amount thereof and otherwise of like tenor. Regulation U. No portion of the proceeds of this Agreement described Revolving Line Note shall be used, in Section 12.02 without whole or in part, for the consent purpose of purchasing or carrying any “margin stock” as such term is defined in Regulation U of the Participant. Subject to Board of Governors of 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 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, anFederal Reserve System.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, Borrowerthe Credit Parties, the Administrative Agent, the Banks and their respective successors and permitted assigns. Borrower The Credit Parties may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "Participation") subject to portion of the consent of Fleet Loans and PNC, which consents shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000)Participations. In the event of any such grant by a Bank of a Participation 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 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 Participation participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower 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 12.02 14.01 without the consent of the Participant. Subject to the provisions of Section 10.14, any 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 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 (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 Parent 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 Agreement and its Notes to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. The Co-Borrowers agree to provide all assistance reasonably requested by a Bank (each Consented Assignee to enable such Bank either to sell participations in or subsidiary bank or institution, anmake assignments of its portion of the Loans and the Participations as permitted by this Section 14.04.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Non-Delinquent Lender may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Pro Rata Share of the Loan (each a the "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such BankLender's rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document 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 Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vi) of Section 12.02 8.04 without the consent of the Participant. Subject 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 provisions of Section 10.14, any Bank having a Loan Commitment as hereinafter provided in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) this Section. A Lender may at any time assign to any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC and, UBS and (provided there exists no Event of Default, of ) Borrower, which consents 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 Lender or to of the Parent parent of a Bank Lender (each Consented Assignee or subsidiary bank or institution, anan "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, (i) concurrently with such assignment, the assigning Lender also assigns, and the

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a the "ParticipationParticipations") subject to the consent Borrower's consent, provided there exists no Event of Fleet and PNCDefault, which consents consent shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($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 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. Subject to the provisions of Section 10.14, any 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 any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC and, provided there exists no Event of Default, the consent of Borrower, which consents 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, anan "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 Agreement and its Notes 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, subject to the provisions of Section 12.18, be exhibited to and retained by any such Participant or assignee or prospective Participant or assignee. In addition, subject to the 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 to enable such 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.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a the "ParticipationParticipations") subject to the consent Borrower's consent, provided there exists no Event of Fleet and PNCDefault, which consents consent shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation 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 Participation 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 Any Bank having a Loan Commitment in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) 15,000,000 may at any time assign to any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC and, provided there exists no Event of Default, the consent of Borrower, which consents 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, anan "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 Agreement and its Notes 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 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. 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 Borrower with notice of all Participations sold by such Bank.

Assignment; Participation. This Agreement shall be binding upon, upon and shall inure to the benefit of, Borrower, Administrative Agent, of and be enforceable by the Banks and their respective successors and permitted assigns. Borrower assigns of the parties hereto; provided, however, that the Issuer may not assign or transfer any of its rights or obligations hereunderhereunder without the prior written consent of the Bank and any such attempted assignment shall be void. Subject to the provisions of Section 10.14, any The Bank may at any time grant assign to one or more banks or other institutions entities (each a "Participant"collectively, “Assignees”) participating interests in its Loan (each a "Participation") subject to the consent of Fleet and PNC, which consents shall not be unreasonably withheld all or delayed, and provided that any such Participation shall be in the minimum amount of Ten Million Dollars ($10,000,000). In the event part 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 rights or 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 Liquidity Provider Bonds, and to approve any amendment, modification or waiver the extent of any provision such assignment the Bank shall be relieved of this Agreement its obligations hereunder and 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 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 right at any other Loan Document; provided that such participation agreement may provide that such Bank will not agree time to sell, assign, grant or transfer participations in all or part of its obligations hereunder and the obligations of the Issuer hereunder to any modification, amendment or waiver of this Agreement described in Section 12.02 Participant without the consent of the Participant. Subject or notice to the provisions Issuer, Trustee, the Bond Insurer or any other party; provided, that any participation shall not relieve the Bank from any of Section 10.14its obligations hereunder and 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 any Participants or prospective Participants any information or other data or material in the Purchaser’s possession relating to this Agreement, 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 any bank or other institution, with Related Document and the acknowledgment of Administrative Agent and Bond Insurer without 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 notice to the Parent of a Bank (each Consented Assignee Issuer or subsidiary bank or institution, anthe Bond Insurer.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Lender may at any time grant to one or more banks or other institutions not affiliated with Borrower or Guarantor (each a "“Participant"”) participating interests in its Loan Pro Rata Share of the Credit Facility (each a "Participation") 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 Ten Million Dollars ($10,000,000“Participations”). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank Lender shall remain responsible for the performance of its obligations hereunder, and Borrower Borrower, each other Lender and Administrative Agent shall continue to deal solely and directly with such Bank Lender in connection with such Bank's Lender’s rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document Credit Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Credit Document; provided that such participation agreement may provide that such Bank Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vii) of Section 12.02 10.09 without the consent of the Participant. Subject 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 provisions of Section 10.14, any Bank having a Loan Commitment Credit Facility as hereinafter provided in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) this Section. A Lender may at any time assign to any bank or other institution, institution not affiliated with the acknowledgment of Administrative Agent and Borrower or Guarantor with the consent of Fleet, PNC and, provided there exists no Event of Default, of BorrowerAdministrative 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 Bank Lender or to of the Parent parent of a Bank Lender (each Consented Assignee or subsidiary bank or institution, anan “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 a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations 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 Credit Facility may be exhibited to and retained by any such Participant or Assignee or prospective Participant or Assignee.

Assignment; Participation. This Agreement shall be binding 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 hereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be null and void).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, Indemnitees, Participants to the provisions extent provided in this Section 12.05 and, to the extent expressly contemplated hereby, the Related Parties of Section 10.14each of the Administrative Agent or the Banks) any legal or equitable right, any remedy or claim under or by reason of this Agreement. Any Bank may may, without the consent of the Borrower or the Administrative Agent, at any time grant to one or more banks or other 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 its Loan (each a "“Participation") 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 Ten Million Dollars ($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 Xxxxxxxx and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's ’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation 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 provisions of Section 10.14conditions set forth below, 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 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 assignees (an “Assignee”) all or other institutions which are majority owned subsidiaries a portion of its rights and obligations under this Agreement (including all or a Bank 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, andelayed) of:

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, Administrative the Agent, the Issuing Bank, the Banks and their respective successors and permitted assigns. , except that the Borrower may not assign or transfer its rights or obligations hereunder. Subject to Each Bank may, (x) with the provisions of Section 10.14, any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "Participation") subject to the prior written consent of Fleet the Agent and PNC, the Borrower (which consents shall not be 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 delayedthe Issuing Bank shall be required) 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 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) in the case of a participation, the participant shall have no rights under the Facility Documents, and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. Such Bank may furnish any information concerning the Borrower and its Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information 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 Participation 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 minimum amount same ratable proportion as the assignment of Ten Million Dollars ($10,000,000). In the event interests under Section 11.05 of the MSC Credit Agreement and provided further that the Agent by reason of any such grant by assignment shall not cease to be 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 (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 Administrative Agent shall continue be subject to, the provisions of Section 12.01 hereof. Notwithstanding the foregoing, each Bank shall be permitted to deal solely and directly with such 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 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 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 equal to or exceeding Fifteen Million Dollars ($15,000,000) 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, anbusiness.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Any Bank or its Designated Lender may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a the "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank of a Participation 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 Participation 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 (7) of 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 any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC 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, anan "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

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Lender may at any time grant to one or more banks or other institutions institution (each a "Participant") participating interests in its Loan Pro Rata Share of the loan (each a the "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such BankLender's rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document Document, including, without limitation, 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 Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vi) of Section 12.02 8.06 without the consent of the Participant. Subject Each Lender agrees to provide Borrower with notice of all Participation's sold by such Lender. Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participation's as aforesaid, or make assignments of its interest in the provisions of Section 10.14Loan as hereinafter provided in this Section; provided, however, that Borrower shall not be required to incur any Bank having a Loan Commitment material cost in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) connection therewith. A Lender may at any time assign (1) to any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC and, (provided there exists no Event of Default, ) the consent of Borrower, which consents consent shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or (2) to one or more banks or other institutions which are majority owned subsidiaries of a Bank Lender or to of the Parent parent of a Bank Lender (it being understood that Borrower's consent (which shall in no event to be unreasonably withheld or delayed and shall in no event be required during the existence of an Event of Default) shall be required for an assignment to a subsidiary or parent of a Lender only if such assignment would result in the payment of Additional Costs or other sums pursuant to Section 3.01 to such Lender's subsidiary or parent in excess of what would be payable to such Lender) (each Consented Assignee pursuant to clause (1) or parent or subsidiary bank or institutioninstitution pursuant to clause (2), anan "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, of 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 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 B, shall be issued to the assigning Lender and Assignee by Borrower, in exchange for the return of the 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 evidence, satisfactory to Administrative Agent, of all requisite partnership/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 7.13. Any Lender 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 Lender from its obligations hereunder. Borrower recognizes that in connection with a Lender's selling of Participation's or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower 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. 8.08.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Bank Any Non-Delinquent Lender may at any time 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 (each a the "ParticipationParticipations") 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 Ten Million Dollars ($10,000,000). In the event of any such grant by a Bank Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank 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 Bank Lender in connection with such BankLender's rights and obligations hereunder. Any agreement pursuant to which any Bank Lender may grant a Participation shall provide that such Bank Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document 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 Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (vii) of Section 12.02 8.06 without the consent of the Participant. Subject 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 provisions of Section 10.14, any Bank having a Loan Commitment as hereinafter provided in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) this Section. A Lender may at any time assign to any bank Eligible Assignee not affiliated with Borrower or other institution, Guarantor with the acknowledgment of Administrative Agent and the consent of Fleet, PNC and, provided there exists no Event of Default, of BorrowerAdministrative 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 Bank Lender or to of the Parent parent of a Bank Lender (each Consented Assignee or subsidiary bank or institution, anan "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 a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations 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.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, of the Borrower, Administrative Agent, the Banks and their respective successors and permitted assigns. , except that the Borrower may not assign or transfer its rights or obligations hereunder. Subject to the provisions of Section 10.14, any Each Bank may at any time grant to one or more banks or other institutions (each sell a "Participant") participating interests in its Loan (each a "Participation") subject to participation in. or, with the prior written consent of Fleet the Borrower and PNC, the Agent (which consents shall not be unreasonably withheld withheld) assign, all or delayedany part of any Loan and Commitment to another bank or other entity, and provided that any such Participation shall be in which event (a) in the minimum amount case of Ten Million Dollars ($10,000,000). In the event of any such grant an assignment, upon notice thereof 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 to the performance of its obligations hereunder, and Borrower and Administrative the Agent and subject to the Borrower's and Agent's consent (as referenced above), the assignee shall continue have, to deal solely and directly with the extent of such Bank in connection with such Bank's rights assignment (unless otherwise provided therein), the same rights, benefits 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, a ratable assumption of the right assigning Bank's Commitment and Commitment Proportion hereunder) as it would have if it were a Bank 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 Borrower under Articles 2 and 3 hereof shall be determined as if such Bank had not sold such participation. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Documenttime to assignees and participants (including prospective assignees and participants); provided that such participation agreement Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing for the benefit of the Borrower to maintain the confidentiality of such information in accordance with Section 12.14 hereof. There shall be no limit on the number of assignments or participations that may provide that such Bank will not agree to be granted by any modification, amendment or waiver Bank. Notwithstanding any other provisions of this Agreement described and except as provided in Section 12.02 the next sentence, no Bank may make an assignment of less than the lesser of $2,000,000 or the entire remaining amount of its Loans and Commitment hereunder. Notwithstanding anything contained herein to the contrary each Bank shall be permitted, without the prior consent of the Participant. Subject Borrower or the Agent, to assign all or part of its Loans 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 (upon notice to the provisions Borrower and the Agent) or participate all or part of Section 10.14, any Bank having a Loan its Loans and Commitment in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) may at any time assign hereunder to any bank or other institution, with the acknowledgment Affiliate 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 to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, anBank.

Assignment; Participation. This Agreement shall be binding 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 Section 10.14, any Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a the "ParticipationParticipations") 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 Ten Million Dollars ($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 such a Participation 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. 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 any bank or other institution, institution with the acknowledgment of Administrative Agent and the consent of Fleet, PNC Co-Agents 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, anan "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 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