Common use of Assignments; Participations Clause in Contracts

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller Each Borrower may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender which consent shall not be unreasonably withheld. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Warehouse Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Warehouse Agreement to Seller the Borrowers shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Warehouse Agreement and Seller the other Loan Documents, and the Borrowers and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Warehouse Agreement and the other Program Loan Documents. Seller agrees The Borrowers agree that if amounts outstanding under this Warehouse Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Warehouse Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementWarehouse Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 10.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrowers or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participantsparticipants) only after notifying Seller the Borrowers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees The Borrowers agree to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Warehouse Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller Each Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller such Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller Each Lender may assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided that: (i) the consent of the Administrative Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment unless (A) an Event of Default has occurred and is continuing or (B) the assignment is to a Lender or an Approved Fund; (ii) the consent of Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; (iii) the consent of the Issuing Bank and the Swingline Lenders shall be required for any assignment (such consents not to be unreasonably withheld, conditioned or delayed); (iv) such transfer or assignment will not be effective until recorded by Agent on the Register; and (v) Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. (b) Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Loan Parties, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Obligations) of a Lender hereunder and thereunder and the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. (d) By execution and delivery of an Assignment and Acceptance, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Documents or the execution, legality, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Documents furnished pursuant hereto, (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its rights Subsidiaries or the performance or observance by any Loan Party of any of the Obligations; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents, (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations hereunder only with which by the prior written consent terms of Buyerthis Agreement and the other Loan Documents are required to be performed by it as a Lender. Buyer Agent and Lenders may assign furnish any information concerning any Loan Party in the possession of Agent or transfer any Lender from time to any bank time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other financial institution that makes entities in or invests in repurchase agreements or loans or any Affiliate of Buyer to all or any a portion of its rights and obligations under this Agreement and the other Program Documents. Loan Documents (b) Buyer mayincluding, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in accordance with applicable lawthe Letter of Credit Obligations, at any time sell to one without the consent of Agent or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any Lenders); provided that (i) such sale by Buyer of participating interests to a Participant, BuyerLender’s obligations under this Agreement to Seller (including, without limitation, its Commitment hereunder) and the other Loan Documents shall remain unchanged, Buyer (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereof of such obligations, and Seller Loan Parties, the other Lenders and Agent shall continue to deal solely and directly with Buyer such Lender in connection with Buyersuch Lender’s rights and obligations under this Agreement and the other Program Loan Documents. Seller agrees that if amounts outstanding , and (iii) the Participant shall not have any rights under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon any of the occurrence of an Event of Default, each Participant shall be deemed to have other Loan Documents (the right of set-off Participant’s rights against such Lender in respect of its participating interest in amounts owing under this Agreement such participation to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Loan Party hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided that no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Any Lender that is an Issuing Bank or a Swingline Lender may at any time assign all of its Commitments pursuant to which this Section 16.7. If such Issuing Bank or Swingline Lender ceases to be Lender, it may, at its option, resign as Issuing Bank or Swingline Lender and such Issuing Bank’s or Swingline Lender’s obligations to issue Letters of Credit or make Swingline Loans shall terminate but it shall have acquired its participating interest to share with Buyer retain all of the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits rights and obligations of Sections 3(h), 3(i) and 23 Issuing Bank or Swingline Lender hereunder with respect to Letters of Credit or Swingline Loans outstanding as of the effective date of its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer resignation and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties Letter of Credit Obligations or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants Swingline Loans with respect thereto (including prospective assignees and Participants) only after notifying Seller the right to require Lenders to make Loans or fund risk participations in writing and securing signed confidentiality statements (a form outstanding Letter of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments Credit Obligations or participations and for no other purposeSwingline Loans), shall continue. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents, provided, however, that Buyer shall maintain, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee, specifying the percentage or portion of such rights and obligations assigned. Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) ), 23 and 23 25 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrower and the other Loan Parties may assign assign, sell, transfer, participate, pledge, or hypothecate any or all of its their rights or obligations hereunder or under the other Loan Documents only with the prior written consent of Buyerthe Lender, which consent may be withheld at the sole discretion of the Lender. Buyer Without notice to or the consent of the Borrower or any of the other Loan Parties, the Lender may assign at any time following the occurrence and continuance of a Default or transfer Event of Default assign, sell, transfer, participate, pledge, or hypothecate to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer Person all or any of its rights and obligations under this Loan Agreement and the other Program Loan Documents. Prior to the occurrence and continuance of a Default or Event of Default the Lender may assign, sell, transfer, participate, pledge, or hypothecate all or any of its rights under this Loan Agreement and the other Loan Documents to the Government of Canada or the Government of Ontario and related entities without notice to or the consent of the Borrower or any of the other Loan Parties. (b) Buyer Without notice to or the consent of the Borrower or any of the other Loan Parties, the Lender may, in accordance with applicable lawApplicable Law, at any time sell to one or more lenders or other entities (“Participants”) participating participation interests in this Agreementany Advance, the Notes, its agreement right to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Notes for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Notes are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Notes to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Notes; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h)2.04, 3(i) 2.08, 2.11, 3.03 and 23 10.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurredoccurred unless such transfer occurs while an Event of Default shall have occurred and be continuing. (c) Buyer The Lender may furnish any information concerning the Seller Parties any Loan Party or any of their its Subsidiaries in the possession of Buyer the Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller such Loan Party in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HD) and only for the sole purpose of evaluating assignments or participations and for no other purposepurpose unless disclosure is required pursuant to the Access to Information Act. (d) Seller Each Loan Party agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller Each Loan Party further agrees to furnish to any Participant identified by Buyer the Lender to Seller such Loan Party copies of all reports and certificates to be delivered by Seller such Loan Party to Buyer such Participant or lender’s assignee hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller The Borrower and the other Loan Parties may assign assign, sell, transfer, participate, pledge, or hypothecate any or all of its their rights or obligations hereunder or under the other Loan Documents only with the prior written consent of Buyerthe Lender, which consent may be withheld at the sole discretion of the Lender. Buyer The Lender may assign assign, sell, transfer, participate, pledge, or transfer hypothecate to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer Person all or any of its rights and obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable lawApplicable Law, at any time sell to one or more lenders or other entities (“Participants”) participating participation interests in this Agreementthe Advance, the Note, its agreement right to purchase Loansmake the Advance, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h)2.04, 3(i) 2.08, 3.03 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advance outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties any Loan Party or any of their its Subsidiaries in the possession of Buyer the Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller such Loan Party in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HD) and only for the sole purpose of evaluating assignments or participations and for no other purposepurpose unless disclosure is required pursuant to the Freedom of Information Act. (d) Seller Each Loan Party agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller Each Loan Party further agrees to furnish to any Participant identified by Buyer the Lender to Seller such Loan Party copies of all reports and certificates to be delivered by Seller such Loan Party to Buyer such Participant or lender’s assignee hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller Sellers may assign any of its their rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program DocumentsDocuments to (a) any Affiliate of Buyer or (b) with the Sellers’ consent, any bank or other financial institution that makes or invests in repurchase agreements or loans. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase LoansLoans or Certificates, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller Sellers shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees Sellers agree that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(d), 3(h), 3(i) 5 and 23 with respect to its participation in the Loans Purchased Assets and Purchased Items outstanding from time to time, and shall be subject to the requirements and limitations therein, including the requirements under Section 5(d) (it being understood that the documentation required under Section 5(d) shall be delivered to the participating Buyer; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties Sellers and Guarantor or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HC) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees Sellers agree to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller Sellers further agrees agree to furnish to any Participant identified by Buyer to Seller Sellers copies of all reports and certificates to be delivered by Seller Sellers to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase LoansAssets, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans Assets and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder or under the Note only with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreementany Advance, the Note, its agreement right to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller the Borrower in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller Sellers may assign any of its their rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller Sellers shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees Sellers agree that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller Sellers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees Sellers agree to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller Sellers further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller Sellers to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HC) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating ------------ interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-set- off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of -------- set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.08 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all -------- Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeparticipants). (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only Any US Lender may, with the prior written consent of Buyer. Buyer may the US Borrowers and the Administrative Agent (which consent, in each case, shall not be unreasonably withheld, it being understood and agreed that US Borrowers shall be allowed to withhold consent if an intended assignment would result in increased costs claims pursuant to Article 4 of this Agreement), assign and delegate to one or transfer more Eligible Assignees (provided that no such consent of the US Borrowers (it being understood and agreed that such assignment shall be with the written consent of the US Borrowers if an intended assignment would result in increased costs claims pursuant to Article 4 of this Agreement) or Administrative Agent shall be required in connection with any bank or other financial institution that makes or invests in repurchase agreements or loans assignment and delegation by a US Lender to an Affiliate of such US Lender) (each an “Assignee”) all, or any Affiliate ratable part of Buyer all, of the US Revolving Loans, the US Commitments and the other rights and obligations of such US Lender hereunder and under the other Loan Documents, in the case of US Commitments (together with the UK Commitment contemporaneously assigned by such US Lender or its Affiliate) in a minimum amount of the Dollar Equivalent of $1,000,000 unless (i) each of the US Borrowers and the Administrative Agent otherwise consent or (ii) the assignor US Lender’s rights and obligation with respect to all or any of its Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its US Commitments and UK Commitments) shall be reduced to zero as a result; provided that, unless an assignor US Lender has assigned and delegated all of its rights and obligations with respect to all of its Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its US Commitments and its UK Commitments), no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor US Lender retains an Aggregate Commitment (including its aggregate US Commitments, its aggregate UK Commitments, and the aggregate of any UK Commitments of any Affiliate of the US Lender) in a minimum amount of the Dollar Equivalent of $5,000,000; provided further that any such assignment shall effect an assignment of a ratable part of such US Lender’s Aggregate Commitments and other rights and obligations; and provided further that no consent of the US Borrowers shall be required if a Default or Event of Default under Article 9 has occurred and is continuing; provided, however, that the US Borrowers and the Administrative Agent may continue to deal solely and directly with such US Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the US Borrowers and the US Agent by such US Lender and the Assignee; (ii) such US Lender and its Assignee shall have delivered to the US Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) the assignor US Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500 and (iv) the Assignee shall have delivered any forms required pursuant to Section 12.10, and provided further that no such assignment shall be effective unless and until the assignor US Lender shall also have novated or cause to be novated a pro rata portion of its and its Affiliates’ interest in its UK Revolving Loans and/or UK Commitments under the UK Credit Facility pursuant to and in accordance with Section 11.2(a) of the UK Credit Facility and delivered to the UK Agent a UK Transfer Agreement with respect to such novation (provided that no such novation of UK Revolving Loans and/or UK Commitments shall be required in connection with transfer by a US Lender to its Affiliate). The US Borrowers agree to promptly, upon return to the US Borrower Representative of any promissory notes held by the assigning lender, execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Administrative Agent to evidence assignments of the US Revolving Loans, the UK Revolving Loans, the US Commitments and the UK Commitments in accordance herewith. (b) From and after the date that the Administrative Agent notifies the assignor US Lender that it has received the executed Assignments and Acceptance and the UK Agent has received the executed UK Transfer Agreement required hereby and payment of the above-referenced processing fee, and (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation of a US Lender to participate in Letters of Credit and Credit Support, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a US Lender under the Loan Documents, and (ii) the assignor US Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Program Documents. Loan Documents (b) Buyer may, and in accordance with applicable law, at any time sell to one the case of an Assignment and Acceptance covering all or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest the remaining portion of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyeran assigning US Lender’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaidAgreement, or such US Lender shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall cease to be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(hparty hereto), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish By executing and delivering an Assignment and Acceptance, the assigning US Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning US Lender makes no representation or warranty and assumes no responsibility with respect to any information concerning statements, warranties or representations made in or in connection with this Agreement or the Seller Parties execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any US Borrower or any of their its Subsidiaries to the Administrative Agent or any US Lender in the possession Collateral; (ii) such assigning US Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Buyer from time any Credit Party or any of its Subsidiaries or the performance or observance by any Credit Party or any of its Subsidiaries of any of their respective obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to time to assignees make its own credit analysis and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and decision to enter into such restatements ofAssignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Administrative Agent, such assigning US Lender or any other US Lender, and amendmentsbased on such documents and information as it shall deem appropriate at the time, supplements continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and other modifications to, authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers, including the discretionary rights and incidental power, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified obligations which by Buyer to Seller copies the terms of all reports and certificates this Agreement are required to be delivered performed by Seller to Buyer hereunder, it as and when delivered to Buyera US Lender.

Assignments; Participations. (a) Seller may assign any This Agreement shall be binding upon and inure to the benefit of its the Borrowers and their successors and to the benefit of the Lender and their respective successors and assigns. Except pursuant to mergers in which a Borrower is the surviving entity to the extent permitted hereunder, the rights and obligations of the Borrowers under this Agreement shall not be assigned or obligations hereunder only with delegated without the prior written consent of Buyerthe Lender, and any purported assignment or delegation without such consent shall be void. Buyer may The Lender may, with the consent of the Parent (which consent shall not be unreasonably withheld or delayed and which consent shall not be required for any proposed participation or assignment made after the occurrence of an Event of Default and during the continuance thereof), assign or transfer grant participations in the Loans and Commitments to any bank one or more banks or other financial institution institutions, provided that makes each such assignment or invests participation shall be in repurchase agreements an amount that is a minimum amount of $2,500,000. Each of the Borrowers authorizes the Lender to disclose to any participant or loans assignee any prospective participant or assignee of any Affiliate and all information in the Lender's possession concerning the Companies which has been delivered to the Lender by or on behalf of Buyer the Companies pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Companies in connection with the Lender's credit evaluation prior to becoming a party to this Agreement and such assignee or participant shall treat such information as confidential. The Lender may at any time pledge or assign all or any portion of its such Lender's rights and obligations under this Agreement and the other Program Documents. (b) Buyer mayLoan Documents to a Federal Reserve bank; provided, in accordance with applicable lawhowever, at any time sell to one that no such pledge or more entities (“Participants”) participating interests in this Agreement, assignment shall release such Lender from its agreement to purchase Loans, obligations hereunder or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurredLoan Document. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of the Buyer. The Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of the Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller Each Borrower may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender which consent shall not be unreasonably withheld. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Warehouse Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“Participants”) participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Warehouse Agreement to Seller the Borrowers shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Warehouse Agreement and Seller the other Loan Documents, and the Borrowers and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Warehouse Agreement and the other Program Loan Documents. Seller agrees The Borrowers agree that if amounts outstanding under this Warehouse Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Warehouse Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementWarehouse Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 10.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrowers or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participantsparticipants) only after notifying Seller the Borrowers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees The Borrowers agree to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Warehouse Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller Each Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller such Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents, provided , however , that Buyer shall maintain, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee, specifying the percentage or portion of such rights and obligations assigned. Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants“ Participants ”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) ), 23 and 23 25 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate affiliate of Buyer the Lender all or any of its rights and or obligations under this Agreement Loan Agreements and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating ------------ interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loans, make Advances,or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing owning directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to -------- such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.08 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all -------- Participants shall be entitled to receive received no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeparticipants). (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller Borrower may not assign any of its rights or obligations hereunder only with or under the Loan Documents without the prior written consent of BuyerLender. Buyer Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. Lender shall give Borrower notice of any such assignment or transfer within five (5) Business Days after the effective date thereof. Lender may furnish any information concerning Borrower or Guarantor in the possession of Lender from time to time to assignees (including prospective assignees) provided that any such potential assignee executes a confidentiality agreement (which confidentiality agreement may be posted on a data site and acknowledged by entry in such data site). Notwithstanding anything to the contrary contained herein, no assignment by Lender shall materially increase Borrower’s obligations or materially reduce the rights of Borrower hereunder. Each Lender or such Lender’s designee, as non-fiduciary agent of Borrower, or if designated by Lender, the Borrower, shall maintain a copy of each assignment to which it is a party and a record that identifies each owner of an interest in the portion of the Loan held by such Lender, including the name and address of the owner, and each owner’s rights to principal and stated interest (the “Register”) and shall record all transfers of such interest in the Loan, in such Register. The entries in the Register shall be conclusive absent manifest error (which manifest error, for the avoidance of doubt, shall include a failure to record, or error in recording, any assignment of the Loan), and the Borrower and Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The parties intend for the Loan to be in registered form for tax purposes. To the extent the Borrower is not designated to maintain a Register, upon request of Borrower and reasonable prior notice to the applicable Lender, such applicable Lender shall provide to Borrower any information reasonably requested by Borrower that is recorded on such Lender’s Register. (b) Buyer Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, the Loan or any other interest of Buyer Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer Lender of participating interests to a Participant, BuyerLender’s obligations under this Loan Agreement to Seller Borrower shall remain unchanged, Buyer Lender shall remain solely responsible for the performance thereof thereof, Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and Borrower shall continue to deal solely and directly with Buyer Lender in connection with BuyerLender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer also The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3(h)2.08, 3(i2.09 and 2.10 (subject to the requirements and limitations therein (it being understood that each Participant shall deliver to the participating Lender such forms and other certifications as provided in Section 2.09(c) and 23 with respect (d)); provided that each Participant agrees to its participation in be subject to the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants provisions of Sections 2.09(e) as if it were an assignee under paragraph (a) of this Section. No Participant shall be entitled to receive no any greater amount in the aggregate pursuant payment under Sections 2.08 or 2.09, with respect to such Sections any participation, than Buyer its participating Lender would have been entitled to receive, except to the extent such entitlement to receive had a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participating interest shall, acting solely for this purpose as a non-fiduciary 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 Agreement and the other Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under the Loan Agreement or any Loan Document) to any Person except to the extent that such transfer occurreddisclosure 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 or such disclosure is otherwise required thereunder. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Loan Agreement notwithstanding any notice to the contrary. (c) Buyer may furnish any information concerning Notwithstanding the Seller Parties provisions of Sections 11.14(a) and (b) above, (i) in no event shall Lender assign all or any portion of their Subsidiaries the Loan or grant any participation interests therein to Underlying Borrower or an Affiliate of Underlying Borrower (provided that for purposes of this Section 11.14(c), the reference to “ten percent (10%)” in the possession definition of Buyer from time “Affiliate” herein shall be deemed to time mean and refer to assignees and Participants “five percent (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H5%)”) and only (ii) so long as no Event of Default shall exist, any such assignment or participation shall be to a Qualified Transferee and Lender shall not assign all or any portion of the Loan or grant any participation interests therein to any (A) Prohibited Transferee or (B) Limited Transferee, unless with respect to any such assignment or participation to a Limited Transferee, Lender has complied with the ROFO Procedures (as defined below). If Lender intends to assign all or any portion of the Loan or grant any participation interest in the Loan (such assignment or participation, a “ROFO Transfer”) to any Limited Transferee, provided that no Event of Default shall have occurred and be continuing, Borrower shall have a right of first offer (the “ROFO”) with respect thereto upon the following terms and conditions (the “ROFO Procedures”). Provided that no Event of Default shall have occurred and be continuing, Lender shall provide Borrower with a notice (an “Offer Notice”) that it intends to assign or grant a participation interest with respect to all or any portion of the Loan (the “Offered Interest”), the purchase price for the sole purpose Offered Interest (the “ROFO Price”) and any other material terms relating to the sale of evaluating assignments such Offered Interest. Within ten (10) Business Days after receipt of an Offer Notice (the “Exercise Period”), Borrower shall have the right to elect to prepay all or participations and the applicable portion of the Loan in the amount of the ROFO Price, without payment of any Exit Fee (the “ROFO Prepayment”), by giving written notice of such election within the Exercise Period (the “ROFO Election”). If Borrower does not timely make a ROFO Election or affirmatively waives its ROFO rights, Borrower shall be deemed to have elected not to exercise its right to make a ROFO Prepayment. If Borrower makes a ROFO Election, Borrower shall be required to make the ROFO Prepayment within ten (10) Business Days of the ROFO Election. If Borrower does not timely make a ROFO Election or affirmatively waives its ROFO or if, after making a timely ROFO Election, Borrower fails to make the ROFO Prepayment within ten (10) Business Days of the ROFO Election, Lender shall be free to proceed to consummate the ROFO Transfer with respect to the Offered Interest to any Qualified Transferee including any Limited Transferee at a price not less than 97% of the ROFO Price. If Lender desires to effectuate the ROFO Transfer with respect to Offered Interest to any Limited Transferee for a price of less than 97% of the ROFO Price, then provided no other purposeEvent of Default then exists, then such ROFO Transfer of the Offered Interest shall again be subject to the provisions of this Section 11.14(c). (d) Seller Lender shall have the right to split the Note into two or more floating rate notes or components bearing different interest rate spreads in connection with any assignment or participation of the Loan, provided that no such restructuring shall (i) change the Maturity Date, (ii) result in an initial weighted average interest rate spread of such notes or components as of the effective date of such restructuring in excess of the Spread immediately prior thereto, and which weighted average interest rate spread shall remain throughout the term of the Loan notwithstanding any sequential application of principal payments among such notes, other than following an Event of Default or in connection with a casualty or condemnation, (iii) change the principal amortization requirements hereunder or (iv) otherwise materially increase Borrower’s obligations or materially decrease Borrower’s rights hereunder. Borrower agrees to cooperate with Buyer Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to ; provided, however, that none of such amendments, modifications or other documents shall materially increase Borrower’s or Guarantor’s obligations or materially reduce Borrower’s or Guarantor’s rights under this Loan Agreement or any Participant identified by Buyer to Seller copies of the other Loan Documents; provided, further, that (x) Lender shall be responsible for the payment of all reports of Lender’s costs and certificates expenses (including, without limitation, reasonable attorney’s fees) with respect to entering into such replacement notes, restatements, amendments, supplements and other modifications, as applicable, and (y) Borrower shall be responsible for the payment of all of Borrower’s costs and expenses (including, without limitation, reasonable attorney’s fees) with respect to entering into such replacement notes, restatements, amendments, supplements and other modifications, as applicable, provided that Borrower shall not be required to pay for any such costs and expenses in excess of $10,000. Notwithstanding the foregoing, Lender shall not create any participation or similar ownership interest in a Note unless either (1) such participation or similar ownership interest entitles the holder to a specified percentage of one or more particular payments of principal, interest, or both on the Note, except in the event of a credit-related default or delinquency on the Note, in which case such participation or ownership interest may be subordinated to one or more otherwise similar participation or ownership interests in the Note, or (2) Lender delivers to Borrower an opinion of nationally recognized counsel to the effect that such action will not cause Borrower or any portion thereof to be delivered by Seller to Buyer hereunder, as and when delivered to Buyera “taxable mortgage pool” for U.S. federal income tax purposes.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution or entity that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents, with the consent of Seller which shall not be unreasonably withheld or delayed; provided that such consent shall not be required if Buyer assigns its rights and obligations (i) to an Affiliate of Buyer or (ii) after the occurrence and during the continuance of an Event of Default, provided, further, that Buyer shall maintain, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee, specifying the percentage or portion of such rights and obligations assigned. Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase LoansAssets, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h3(f), 3(i) 3(k), 23 and 23 25 with respect to its participation in the Loans Assets and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“Participants”) participating interests in this Agreementthe Advance, the Note, its agreement commitment to purchase Loansmake the Advance, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 10.03 with respect to its participation in the Loans and Purchased Items Advance outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participantsparticipants) only after notifying Seller the Borrower in writing and securing signed confidentiality statements agreements (a form of which is attached hereto as Exhibit HE) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller The Lender may assign any of its rights to one or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer more assignees (each, an "Assignee") all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the outstanding Loans made by it, the Note held by it); provided, however, that any such assignment (other than an assignment to an Affiliate of the Lender) shall not be made without the prior written consent of the Parent, which consent shall not be unreasonably withheld (provided that the Parent's consent shall not be required in the event a Default or Event of Default shall have occurred and the other Program Documentsbe continuing). (b) Buyer The Lender may, in accordance with applicable lawwithout the consent of the Borrowers, at any time sell to one or more entities other Persons (“Participants”each, a "Participant") participating interests participations in this Agreement, any portion comprising less than all of its agreement to purchase Loans, or any other interest of Buyer hereunder rights and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller (including, without limitation, a portion of its Commitment, the outstanding Loans made by it, the Note); provided, however, that the Lender's obligations under this Agreement shall remain unchanged, Buyer unchanged and the Lender shall remain solely responsible for the performance thereof of such obligations, and Seller no Participant shall continue to deal solely and directly with Buyer in connection with Buyer’s have any rights and obligations under this Agreement and or any of the other Program Credit Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have Participant's rights against the right of set-off Lender in respect of its participating interest any participation to be those set forth in the participation agreement, and all amounts owing under this Agreement to payable by the same extent Borrowers hereunder shall be determined as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that Lender had not granted such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurredparticipation. (c) Buyer may furnish any information concerning Nothing in this Agreement shall be construed to prohibit the Seller Parties Lender from pledging or assigning all or any portion of their Subsidiaries in its rights and interest hereunder or under the possession Note to any Federal Reserve Bank as security for borrowings therefrom; provided, however, that no such pledge or assignment shall release the Lender from any of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeits obligations hereunder. (d) Seller agrees to cooperate with Buyer The Lender or Participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the Assignee or Participant or proposed Assignee or Participant any information relating to the Borrowers furnished to it by or on behalf of any other party hereto, provided that such assignment and/or participation, Assignee or Participant or proposed Assignee or Participant shall keep such information confidential to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies same extent required of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyerthe Lender under Section 9.13.

Assignments; Participations. (a) Seller The Borrower may assign any of its their rights or obligations hereunder or under the Note only with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents; provided, however, the Lender must give one Business Day’s notice to the Borrower. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“Participants”) participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer the Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees The Borrower and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees Guarantor agree to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, ; as and when delivered to Buyerthe Lender. Notwithstanding the Borrower’s obligations set forth in this Section 11.14(c), the Borrower shall not be obligated to incur either (i) material additional obligations or (ii) material additional costs or expenses in connection with the fulfillment of such obligations except with respect to clause (ii) above if the Lender agrees to reimburse such costs and expenses.

Assignments; Participations. (a) Seller The Borrower and the other Loan Parties may assign assign, sell, transfer, participate, pledge, or hypothecate any or all of its their rights or obligations hereunder or under the other Loan Documents only with the prior written consent of Buyerthe Lender, which consent may be withheld at the sole discretion of the Lender. Buyer The Lender may assign assign, sell, transfer, participate, pledge, or transfer hypothecate to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer Person all or any of its rights and obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable lawApplicable Law, at any time sell to one or more lenders or other entities (“Participants”) participating participation interests in this Agreementany Advance, the Note, its agreement right to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h)2.04, 3(i) 2.08, 3.03 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties any Loan Party or any of their its Subsidiaries in the possession of Buyer the Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller such Loan Party in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HD) and only for the sole purpose of evaluating assignments or participations and for no other purposepurpose unless disclosure is required pursuant to the Freedom of Information Act. (d) Seller Each Loan Party agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller Each Loan Party further agrees to furnish to any Participant identified by Buyer the Lender to Seller such Loan Party copies of all reports and certificates to be delivered by Seller such Loan Party to Buyer such Participant or lender’s assignee hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller The Lender may assign any to one or more Qualified Institutional Buyers (or, if an Event of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer Default has occurred and is continuing, to any bank or other financial institution Person who is not a Qualified Institutional Buyer, provided that makes or invests in repurchase agreements or loans or any Affiliate prior to such assignment the Lender delivers to the Borrower an opinion of Buyer experienced securities law counsel to the Lender to the effect that such assignment will not cause the Borrower to be required to register as an investment company under the Investment Company Act) all or any a portion of its rights and obligations under this Agreement Loan Agreement; provided, that if no Event of Default has occurred and is continuing, the other Program DocumentsLender may not assign to a Person that competes with Medallion Funding in the origination and servicing of Medallion Loans; provided, however, that the parties to each such assignment shall execute and deliver an Assignment and Acceptance substantially in the form of Exhibit J, with appropriate completions (an "Assignment and Acceptance"), along with replacement Notes executed and delivered by the Borrower. (b) Buyer mayUpon such execution and delivery, from and after the effective date specified in accordance with applicable lawsuch Assignment and Acceptance, at (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of the Lender hereunder, and (ii) the Lender assignor thereunder shall, to the extent that any time rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Loan Agreement. (c) The Lender may sell participations to one or more entities Qualified Institutional Buyers (“Participants”) participating interests in this Agreementor, its agreement if an Event of Default has occurred and is continuing, to purchase Loansany Person who is not a Qualified Institutional Buyer, or any other interest provided that prior to such assignment the Lender delivers to the Borrower an opinion of Buyer hereunder and experienced securities law counsel to the Lender to the effect that such assignment will not cause the Borrower to be required to register as an investment company under the other Program Documents. In the event Investment Company Act) all or a portion of any such sale by Buyer of participating interests to a Participant, Buyer’s its rights and obligations under this Loan Agreement; provided, however, that (i) the Lender's obligations under this Loan Agreement to Seller shall remain unchanged, Buyer (ii) the Lender shall remain solely responsible to the other parties hereto for the performance thereof of such obligations, (iii) the Lender shall remain the holder of any such Note for all purposes of this Loan Agreement, and Seller (iv) the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under and in respect of this Loan Agreement and the other Program Loan Documents. Seller agrees Notwithstanding the terms of Section 2.09, each participant of the Lender shall be entitled to the additional compensation and other rights and protections afforded the Lender under Sections 2.09 or 2.16 to the same extent as the Lender would have been entitled to receive them with respect to the participation sold to such participant but not in excess of amounts to which the Lender would have been entitled hereunder. (d) The Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Borrower or any of its Subsidiaries or to any aspect of the Loans that if amounts outstanding has been furnished to the Lender by or on behalf of the Borrower or any of its Subsidiaries. (e) The Lender may at any time create a security interest in all or any portion of its rights under this Loan Agreement are due or unpaid(including, or without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall have been declared or shall have become due and payable release the assigning Lender from its obligations hereunder. (f) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, each Participant Lender may assign all or any portion of its rights and obligations hereunder to any Person, provided that upon the effective date of such assignment such Person shall become a party hereto and a Lender hereunder and shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be (A) entitled to such right all the rights, benefits and privileges accorded Lender under the Loan Documents, and (B) subject to all the duties and obligations of set-off if it shall have agreed in Lender under the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurredLoan Documents. (cg) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participationor transfer, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to or transfer. (h) The Borrower may not assign any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyerits rights or obligations hereunder or under any Loan Document without the prior written consent of the Lender.

Assignments; Participations. (a) Seller The Borrowers may not assign any of its their rights or obligations hereunder only with under any Loan Documents without the prior written consent of Buyer. Buyer the Agent and the Lenders. (b) With the consent of the Agent and the Borrowers (which consents shall not be unreasonably withheld), any Lender may assign to one or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer more assignees all or any a portion of its rights and obligations under this Agreement pursuant to an Assignment Agreement; provided, however, that if the assigning Lender holds both Tranche A Loans and Tranche B Loans (and/or has a Tranche A Commitment and a Tranche B Commitment), then any assignment of any portion of the rights and obligations in respect of such Lender's Tranche B Loans and/or Tranche B Commitment or Tranche A Loans and/or Tranche A Commitment may only be made in conjunction with an assignment of a proportionate portion of its rights and obligations in respect of such Lender's Tranche A Loans and/or Tranche A Commitment or Tranche B Loans and/or Tranche B Commitment, respectively. Except with the consent of the Agent and the other Program Documents. Borrowers (bwhich consents shall not be unreasonably withheld) Buyer mayin the case of any assignment of any Tranche B Loans and/or Tranche B Commitment, any such assignment shall be in the amount of at least $10,000,000 in the case of a Tranche A assignment (or any whole multiple of $1,000,000 in excess thereof) and $1,000,000 in the case of a Tranche B assignment (or any whole multiple of $500,000 in excess thereof), and the assignee shall pay to the Agent a transfer fee in the amount of $3,500 for each such assignment. Any such assignment shall become effective upon the execution and delivery to the Agent of the Assignment Agreement and the consent of the Agent and the Borrowers. Promptly following receipt of an executed Assignment Agreement, the Agent shall send to 71 77 the Borrowers a copy of such executed Assignment Agreement. Promptly following receipt of such executed Assignment Agreement, the Borrowers shall execute and deliver, at their own expense, new Notes to the assignee and, if applicable, the assignor, in accordance with applicable lawtheir respective interests, at whereupon the prior Notes of the assignor and, if applicable, the assignee, shall be canceled and returned to the Borrowers. Upon the effectiveness of any time sell assignment pursuant to one this Section 9.1(b), the assignee shall become a "Lender," if not already a "Lender," for all purposes of the Loan Documents, and the assignor shall be relieved of its obligations hereunder from and after the date of such assignment to the extent of such assignment. If the assignor no longer holds any rights or more entities (“Participants”) participating interests in obligations under this Agreement, such assignor shall cease to be a "Lender" hereunder, except that its agreement rights under Sections 2.21 and 5.18 shall not be affected. On the last Business Day of each calendar quarter during which an assignment has become effective pursuant to purchase Loansthis Section 9.1(b), or any other interest of Buyer hereunder the Agent shall prepare a new Exhibit III giving effect to all such assignments effected during such month and under the other Program Documents. In the event of any such sale by Buyer of participating interests to will promptly provide a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance copy thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that Borrowers and each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurredLender. (c) Buyer Each Lender may transfer, grant, or assign participations in all or any portion of its interests hereunder to any Person pursuant to this Section 9.1(c), provided that such Lender shall remain a "Lender" for all purposes of this Agreement and the transferee of such participation shall not constitute a "Lender" hereunder. In the case of any such participation, the participant shall not have any rights under any Loan Document, the rights of the participant in respect of such participation to be against the granting Lender as set forth in the agreement with such Lender creating such participation, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation. Each participation agreement shall provide that the Lender that has sold or granted the participation shall retain the sole right to take or refrain from taking any action under the Loan Documents, except that such participation agreement may provide that such Lender shall not, without the consent of the participant, agree to any amendment or waiver that would have the effect, to the extent any such amendment or waiver pertains to the type of Commitment(s) or Loan(s) of such participant so that such participant would be affected thereby, of (i) increasing the Commitments of such Lender, (ii) extending the Tranche A Commitment Termination Date, (iii) extending the Tranche B Commitment Termination Date, (iv) reducing the principal on the Loans, (v) reducing the rate of interest on the Loans or the Notes, (vi) reducing the amount of such Lender's participation in any fees payable pursuant to Sections 2.15 or 2.16, or (vii) extending the time of scheduled payment of any Obligation. All amounts payable to any Lender under Article 2 shall be determined as if such Lender had not sold any participations. Each agreement creating a participation must include an agreement by the participant to be bound by the provisions of Section 9.9. (d) The Lenders may furnish any information concerning the Seller Parties or any of their Subsidiaries Borrowers in the possession of Buyer the Lenders from time to time to assignees and Participants (including participants and prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form participants, provided that such Persons agree to be bound by the provisions of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeSection 9.9. (de) Seller agrees Notwithstanding anything in this Section to cooperate with Buyer in connection with the contrary, any Lender may assign and pledge all or any of its Notes or any interest therein to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve System and/or such Federal Reserve Bank. No such assignment and/or participation, or pledge shall release the assigning or pledging Lender from its obligations hereunder. (f) Each Lender party to execute and deliver replacement notesthis Agreement on the Closing Date hereby represents, and each Person that becomes a lender pursuant to enter into such restatements ofan Assignment Agreement will represent, and amendmentsshall be deemed to have represented on becoming a party to this Agreement, supplements that it is a bank or other financial institution regularly engaged in making or purchasing loans, that it will make or acquire Loans hereunder for its own account in the ordinary course of its business, and that it has capital surplus and undivided profits aggregating at least $500,000,000. (g) Notwithstanding any other modifications toprovisions of this Section, this Agreement no transfer or assignment of the interests or obligations of any Lender or grant of participations therein shall be permitted if such transfer, assignment, or grant would require the Borrower to file a registration statement with the Securities and Exchange Commission or any successor Governmental Authority or qualify the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to Loans under the "Blue Sky" laws of any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyerstate.

Assignments; Participations. (a) Seller The Lender may assign any to one or more Qualified Institutional Buyers (or, if an Event of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer Default has occurred and is continuing, to any bank or other financial institution Person who is not a Qualified Institutional Buyer, provided that makes or invests in repurchase agreements or loans or any Affiliate prior to such assignment the Lender delivers to the Borrower an opinion of Buyer experienced securities law counsel to the Lender to the effect that such assignment will not cause the Borrower to be required to register as an investment company under the Investment Company Act) all or any a portion of its rights and obligations under this Agreement Loan Agreement; provided, that if no Event of Default has occurred and is continuing, the other Program DocumentsLender may not assign to a Person that competes with Medallion Funding in the origination and servicing of Medallion Loans; provided, however, that the parties to each such assignment shall execute and deliver an Assignment and Acceptance substantially in the form of Exhibit J hereto, with appropriate completions (an “Assignment and Acceptance”), along with replacement Notes executed and delivered by the Borrower. (b) Buyer mayUpon such execution and delivery, from and after the effective date specified in accordance with applicable lawsuch Assignment and Acceptance, at (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of the Lender hereunder, and (ii) the Lender assignor thereunder shall, to the extent that any time rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Loan Agreement. (c) The Lender may sell participations to one or more entities Qualified Institutional Buyers (“Participants”) participating interests in this Agreementor, its agreement if an Event of Default has occurred and is continuing, to purchase Loansany Person who is not a Qualified Institutional Buyer, or any other interest provided that prior to such assignment the Lender delivers to the Borrower an opinion of Buyer hereunder and experienced securities law counsel to the Lender to the effect that such assignment will not cause the Borrower to be required to register as an investment company under the other Program Documents. In Investment Company Act) all or a portion of its rights and obligations under this Loan Agreement; provided, however, that (i) the event of any such sale by Buyer of participating interests to a Participant, BuyerLender’s obligations under this Loan Agreement to Seller shall remain unchanged, Buyer (ii) the Lender shall remain solely responsible to the other parties hereto for the performance thereof of such obligations, (iii) the Lender shall remain the holder of any such Note for all purposes of this Loan Agreement, and Seller (iv) the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under and in respect of this Loan Agreement and the other Program Loan Documents. Seller agrees Notwithstanding the terms of Section 2.09, each participant of the Lender shall be entitled to the additional compensation and other rights and protections afforded the Lender under Sections 2.09 or 2.16 to the same extent as the Lender would have been entitled to receive them with respect to the participation sold to such participant but not in excess of amounts to which the Lender would have been entitled hereunder. (d) The Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Borrower or any of its Subsidiaries or to any aspect of the Loans that if amounts outstanding has been furnished to the Lender by or on behalf of the Borrower or any of its Subsidiaries. (e) The Lender may at any time create a security interest in all or any portion of its rights under this Loan Agreement are due or unpaid(including, or without limitation, the Loans owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall have been declared or shall have become due and payable release the assigning Lender from its obligations hereunder. (f) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, each Participant Lender may assign all or any portion of its rights and obligations hereunder to any Person, provided that upon the effective date of such assignment such Person shall become a party hereto and a Lender hereunder and shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be (A) entitled to such right all the rights, benefits and privileges accorded Lender under the Loan Documents, and (B) subject to all the duties and obligations of set-off if it shall have agreed in Lender under the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurredLoan Documents. (cg) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participationor transfer, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to or transfer. (h) The Borrower may not assign any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyerits rights or obligations hereunder or under any Loan Document without the prior written consent of the Lender.

Assignments; Participations. (a) Seller Each Lender may with the written consent of the Agent and Planet Hollywood, which such consents shall not be unreasonably delayed or withheld, assign any to one or more commercial banks or other financial institutions a portion of its rights and obligations under this agreement (including, without limitation, a portion of its Revolving Credit Commitment, the Loans owing to it and its rights and obligations as a Lender with respect to Letters of Credit) and the other Related Documents; provided, however, that no consent of the Agent or Planet Hollywood is required for a transfer by a Lender to another Lender (including a transfer by CIT to WLR pursuant to the Inter-Lender Agreement) or a transfer by a Lender to an Affiliate of a Lender; and provided, further, that (i) each such assignment shall be in a principal amount of not less than $2,500,000 and in multiples of $1,000,000 in excess thereof (or the remainder of such Lender's Revolving Credit Commitment), (ii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder, shall be a party hereto and to the other Related Documents and, to the extent that rights and obligations hereunder only have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the obligation to participate in Letters of Credit) of a Lender hereunder and thereunder and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. In the event that WLR at any time purchases CIT's interest in the Obligations, all indemnity obligations of the Borrowers and Guarantors contained in any Loan Document shall survive such purchase by WLR and continue to run in favor of CIT as if it were a Lender hereunder. (b) By executing and delivering an Assignment and Acceptance, the assignor and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Related Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Related Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the Borrowers or any of their respective Subsidiaries or the performance or observance by the Borrowers of any of their respective obligations under this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement, or any other Related Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement, and the other Related Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, the Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement, and the other Related Documents; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement, and the other Related Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Related Documents are required to be performed by it as a Lender. (c) The Agent shall maintain at its address referred to on the signature page hereto, a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment of, and principal amount of the Loans owing to and the participation interest in the Letters of Credit of, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, an assignee Lender, together with the prior written consent Note subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of BuyerExhibit I hereto, (i) accept such Assignment and Acceptance, (ii) give prompt notice thereof to Planet Hollywood and (iii) record the information contained therein in the Register. Buyer Within five (5) Business Days after its receipt of such notice, the Borrowers, at their own expense, shall execute and deliver to the Agent in exchange for the surrendered Note a new Note to the order of such assignee Lender in an aggregate principal amount equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance, and a new Note to the order of the assigning Lender in an aggregate principal amount equal to the Revolving Credit Commitment retained by it hereunder, in each case prepared by the Agent. Such new Note shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, shall be dated the date of the Agent's acceptance of such assignment and acceptance and shall otherwise be in substantially the form of Exhibit A hereto. (e) Each Lender may assign sell participations to one or transfer to any bank more banks or other financial institution that makes entities in or invests in repurchase agreements or loans or any Affiliate of Buyer to all or any a portion of its rights and obligations under this Agreement and the other Program Documents. Related Documents (bincluding, without limitation, all or a portion of its Revolving Credit Commitment and the Loans owing to it and its participation in Letters of Credit); provided, however, that (i) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s Lender's obligations under this Agreement to Seller (including, without limitation, its Revolving Credit Commitment hereunder) and the other Related Documents shall remain unchanged, Buyer ; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereof of such obligations, and Seller the Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with Buyer such Lender in connection with Buyer’s such Lender's rights and obligations under this Agreement and the other Program Related Documents. Seller agrees that if amounts outstanding under this Agreement are due ; and (iii) a participant shall not be entitled to require such Lender to take or unpaidomit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans or Reimbursement Obligations, or shall have been declared (B) action directly effecting an extension of the due dates of or shall have become due and a decrease in the rate of interest payable upon on the occurrence of an Event of Default, each Participant shall be deemed to have Loans or the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer fees payable under this Agreement; provided, that such Participant shall only be entitled to such right or (C) actions directly effecting a release of set-off if it shall have agreed all or a substantial portion of the Collateral (except as set forth in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits Section 12.08 of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties this Agreement or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeRelated Document). (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrower may assign any of its their rights or obligations hereunder or under the Note only with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents; provided, however, the Lender must give one Business Day's notice to the Borrower. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer the Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender. Notwithstanding the Borrower's obligations set forth in this Section 11.14(c), the Borrower shall not be obligated to incur either (i) material additional obligations or (ii) material additional costs or expenses in connection with the fulfillment of such obligations except with respect to clause (ii) above if the Lender agrees to reimburse such costs and expenses.

Assignments; Participations. (a) The Seller may assign any of its rights or obligations hereunder only with the prior written consent of the Buyer. The Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of the Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) The Buyer may, in accordance with applicable law, at any time sell to one or more Buyers or other entities (“"Participants”") participating interests in this Agreement, its agreement to purchase Loans, or any other interest of the Buyer hereunder and under the other Program Documents. In the event of any such sale by the Buyer of participating interests to a Participant, (i) the Buyer’s 's obligations under this Agreement to the Seller shall remain unchanged, (ii) the Buyer shall remain solely responsible for the performance thereof and thereof, (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s 's rights and obligations under this Agreement and the other Program Documents, and (iv) any agreement between Buyer and any Participant effecting such participation must contain a confidentiality provision substantially similar to Section 41 hereof in which the participant agrees to keep all information it receives with respect to the Seller confidential. The Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Buyer the proceeds thereof. The Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that the Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than the Buyer would have been entitled to receive had no such transfer occurred. (c) The Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of such Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying the Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) The Seller agrees to cooperate with the Buyer in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. ; provided, however, Seller further agrees shall not be in privity with any participant as a result fo any such participation and shall only be required to furnish fulfill its obligations with respect to any Participant identified by the Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyerunder the Program Documents.

Assignments; Participations. (a) Seller The Sellers may assign any of its their rights or obligations hereunder only with the prior written consent of the Buyer. The Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of the Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) The Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of the Buyer hereunder and under the other Program Documents. In the event of any such sale by the Buyer of participating interests to a Participant, the Buyer’s obligations under this Agreement to Seller the Sellers shall remain unchanged, the Buyer shall remain solely responsible for the performance thereof and Seller the Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees The Sellers agree that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Buyer the proceeds thereof. The Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that the Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than the Buyer would have been entitled to receive had no such transfer occurred. (c) The Buyer may furnish any information concerning the Seller Parties Sellers or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller the Sellers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees The Sellers agree to cooperate with the Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller The Sellers further agrees agree to furnish to any Participant identified by the Buyer to Seller the Sellers copies of all reports and certificates to be delivered by Seller the Sellers to the Buyer hereunder, as and when delivered to the Buyer.

Assignments; Participations. (a) Seller The Sellers may assign any of its rights or obligations hereunder only with the prior written consent of the Buyer. The Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of the Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) The Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase LoansAssets, or any other interest of the Buyer hereunder and under the other Program Documents. In the event of any such sale by the Buyer of participating interests to a Participant, the Buyer’s obligations under this Agreement to Seller the Sellers shall remain unchanged, the Buyer shall remain solely responsible for the performance thereof and Seller the Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees The Sellers agree that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Buyer the proceeds thereof. The Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i3(k) and 23 with respect to its participation in the Loans Assets and Purchased Items outstanding from time to time; provided, that the Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than the Buyer would have been entitled to receive had no such transfer occurred. (c) The Buyer may furnish any information concerning the Seller Parties Sellers or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller the Sellers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees The Sellers agree to cooperate with the Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller The Sellers further agrees agree to furnish to any Participant identified by the Buyer to Seller the Sellers copies of all reports and certificates to be delivered by Seller the Sellers to the Buyer hereunder, as and when delivered to the Buyer.

Assignments; Participations. (a) Seller Any Restructure Lender may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign the Restructure Agent (which shall not unreasonably be withheld or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer delayed) all or any portion of its Restructured Loan and Restructured Note to any Person except a Person primarily employed or engaged in any aspect of the computer hardware or peripheral business (a "Prohibited Assignee"). If the assignee of any Restructured Loan or Restructured Note is a broker or other intermediary, the Restructure Lender making the assignment shall be required to obtain, prior to such assignment, a representation from such Person that the Restructured Loan and Restructured Note will not be beneficially owned by any Prohibited Assignee. For purposes of this Agreement, beneficial ownership shall not include an investment in a fund which is independently managed and formed with a primary purpose of purchasing or holding loans. The Restructure Agent and each Restructure Lender, including the Restructure Lender making the assignment, shall be entitled to rely upon such representation without any further investigation or diligence. The minimum amount of any Restructured Loan which may be assigned is the lesser of $5,000,000.00 or the Restructure Lenders' entire Restructured Loan. Upon execution and delivery of an assignment agreement substantially in the form of Exhibit B ("Assignment Agreement"), from and after the effective date specified in such Assignment Agreement (X) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, have the rights and obligations of a Restructure Lender hereunder and (Y) the Restructure Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement, except with respect to those obligations set forth in the Nondisclosure Agreement which the assignor had previously executed, and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Restructure Lender's rights and obligations under this Agreement and the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement such Restructure Lender shall cease to purchase Loansbe a party hereto. Each Restructure Lender's Restructure Loans Percentage hereunder shall be modified to reflect the Restructured Loan of such assignor and assignee (and Schedule 1 shall be deemed amended and revised to reflect such modification), or any other interest of Buyer hereunder and under the other Program Documents. In the event of and, if any such sale assignment occurs while any Restructured Loan is outstanding, new Restructured Notes shall, if requested by Buyer the assignor Restructure Lender or such assignee, upon the surrender of participating interests the assigning Restructure Lender's Restructured Notes, be issued to such assignee and to the assigning Restructure Lender as necessary to reflect the new Restructured Loans Percentage of the assigning Restructure Lender and of its assignee. Any assigning Restructure Lender shall pay a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer $2,500.00 fee in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence effectiveness of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement any assignment it makes to the same extent as if Restructure Agent. The Restructure Agent shall give the amount Borrower written notice of its participating interest were owing directly any assignment disclosed to it as a Buyer under this Agreement; provided, that within two business days after such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurreddisclosure. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program DocumentsLoan Documents with the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed, provided, that such consent shall not be required in the -------- case of an assignment by the Lender to an Affiliate or successor entity or if an Event of Default shall have occurred and be continuing. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating ------------ interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-set- off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to -------- such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.09 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all -------- Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participants) only after notifying Seller in writing participants); provided, that such assignees and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeParticipants agree to keep confidential any -------- non-public information so furnished to them. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller Any Lender may assign and delegate to one or more Eligible Assignees all, or any ratable part of its all, of the Loans, the Revolving Credit Commitment and the other rights or and obligations hereunder only of such Lender hereunder, provided, however, that the Borrowers may continue to deal solely and directly with the prior Lender in connection with the interest so assigned to an Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrowers. The obligations of the Borrowers hereunder and under all other Loan Documents are not assignable without the written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program DocumentsLender. (b) Buyer may, in accordance with applicable law, The Lender may at any time sell to one or more entities commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (“Participants”a "Participant") participating interests in this Agreement, its agreement to purchase any Loans, or any the Commitment of the Lender and the other interest interests of Buyer the Lender (the "originating Lender") hereunder and under the other Program Documents. In Loan Documents and all amounts payable by the event of any Borrowers hereunder shall be determined as if the Lender had not sold such sale by Buyer of participating interests to a Participantparticipation; except that, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Buyer Lender under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer Notwithstanding any other provision in this Agreement, the Lender may furnish at any information concerning the Seller Parties time create a security interest in, or pledge, all or any portion of their Subsidiaries its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments FRB or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notesU.S. Treasury Regulation 31 CFR ss.203.14, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents Federal Reserve Bank may enforce such pledge or security interest in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyermanner permitted under applicable law.

Assignments; Participations. (a) Seller The Sellers may assign any of its rights or obligations hereunder only with the prior written consent of the Buyer. The Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of the Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) The Buyer may, in accordance with applicable law, at any time sell to one or more Buyers or other entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of the Buyer hereunder and under the other Program Documents. In the event of any such sale by the Buyer of participating interests to a Participant, the Buyer’s obligations under this Agreement to Seller the Sellers shall remain unchanged, the Buyer shall remain solely responsible for the performance thereof and Seller the Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees The Sellers agree that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Buyer the proceeds thereof. The Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that the Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than the Buyer would have been entitled to receive had no such transfer occurred. (c) The Buyer may furnish any information concerning the Seller Parties Sellers or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller the Sellers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees The Sellers agree to cooperate with the Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller The Sellers further agrees to furnish to any Participant identified by the Buyer to Seller the Sellers copies of all reports and certificates to be delivered by Seller the Sellers to the Buyer hereunder, as and when delivered to the Buyer.

Assignments; Participations. (a) A Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase LoansAssets, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller Sellers shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees Sellers agree that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans Assets and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties Sellers, REO Entity or any of their respective Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller Sellers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees Sellers agree to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller Sellers further agrees agree to furnish to any Participant identified by Buyer to Seller Sellers copies of all reports and certificates to be delivered by Seller Sellers to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender which consent shall not be unreasonably withheld. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participantsparticipants) only after notifying Seller the Borrower in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller The Borrower may assign any of its their rights or obligations hereunder or under the Note only with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents; provided, however, the Lender must give one Business Day’s notice to the Borrower. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“Participants”) participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer the Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees The Borrower and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees Guarantor agree to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender. Notwithstanding the Borrower’s obligations set forth in this Section 11.14(c), the Borrower shall not be obligated to incur either (i) material additional obligations or (ii) material additional costs or expenses in connection with the fulfillment of such obligations except with respect to clause (ii) above if the Lender agrees to reimburse such costs and expenses.

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder or under the Note only with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents; provided that the Lender shall not assign its rights or obligations hereunder or under any of the other Loan Documents to any third party which is not an Affiliate of the Lender without the prior written consent of the Borrower, which consent shall not be unreasonably withheld. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (each a “ParticipantsParticipant”) participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller the Borrower in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender. The Lender shall reimburse the Borrower for any reasonable and documented out-of-pocket costs incurred by the Borrower pursuant to this Section 11.14(d).

Assignments; Participations. (a) Seller The Borrower may not assign any of its rights or obligations hereunder only with without the prior written consent of Buyerthe Lender. Buyer The Lender may not assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Agreement and hereunder other than to an Affiliate without the other Program Documentsprior consent of the Borrower. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreement, its agreement to purchase Loansany Loan, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the lender for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement are due or unpaid, or shall have been declared or shall have become due and payable - 38 - 45 upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this Loan Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer Each Loan Party also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.08 and 23 11.03 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants no Participant shall be entitled to receive no any greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive in respect of the amount of the participation transferred by the Lender to such Participant had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participants) only after notifying Seller participants); provided that each such recipient shall have previously agreed in writing writing, to which the Borrower shall be a intended third party beneficiary, to protect the confidentiality of any confidential information concerning the Borrower and securing signed confidentiality statements (a form any of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeits Subsidiaries received by such recipient. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order necessary solely to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller may The Borrower shall not assign or otherwise transfer any of its rights or obligations hereunder only with pursuant to this Agreement without the prior written consent of Buyer. Buyer may assign or transfer to the Administrative Agent, and any bank such assignment or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documentstransfer without such prior written consent shall be void. (b) Buyer Any Lender may, in accordance with applicable law, at any time sell to one or more banks or other entities (“Participants”each, a "Participant") participating interests in this Agreementany Revolving Loan owing to such Lender, its agreement to purchase Loansany Revolving Note held by such Lender, any Commitment of such Lender or any other interest of Buyer hereunder and such Lender under the other Program Loan Documents. In the event of any such sale by Buyer a Lender of participating interests to a Participant, Buyer’s such Lender's obligations under this Agreement to Seller the Loan Documents shall remain unchanged, Buyer such Lender shall remain solely responsible to the other parties hereto for the performance thereof of such obligations, such Lender shall remain the holder of any such Revolving Loan or Revolving Note for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and Seller the Borrower and the Administrative Agent shall continue to deal solely and directly with Buyer such Lender in connection with Buyer’s such Lender's rights and obligations under the Loan Documents. In no event shall any Participant have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by the Borrower or any Guarantor therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loans or any fees payable hereunder, or postpone the Revolving Credit Maturity Date, in each case to the extent subject to such participation. (c) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks, finance companies, or other financial institutions that are engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business ("Purchasers") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be pursuant to an Assignment and Assumption. The consent of the Administrative Agent shall be required prior to an assignment becoming effective and, unless a Default or Event of Default has occurred and is continuing or such assignment is to a Lender or an Affiliate of a Lender, the consent of the Borrower shall also be required prior to an assignment becoming effective. Each such assignment shall be in an amount not less than the lesser of (i) $5,000,000, or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment). Upon (i) delivery to the Administrative Agent of an Assignment and Assumption, together with any consents required above, and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Assignment and Assumption. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or Lenders and shall have been declared or shall have become due all the rights and payable upon obligations of a Lender under the occurrence of an Event of DefaultLoan Documents, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the amount of its participating interest were owing directly to it as a Buyer under this Agreement; providedBorrower, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer Lenders or the proceeds thereof. Buyer also agrees that each Participant Administrative Agent shall be entitled required to release the benefits of Sections 3(h)transferor Lender, 3(i) and 23 the transferor Lender shall be released without any further action, with respect to its the Commitments and Revolving Loans assigned to such Purchaser. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.3(c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.3(b) hereof. Upon the Loans consummation of any assignment to a Purchaser pursuant to this Section 10.3(c), the transferor Lender, the Administrative Agent and Purchased Items outstanding from time the Borrower shall make appropriate arrangements so that replacement Revolving Notes, if applicable, are issued to time; providedsuch transferor Lender and new Revolving Notes or, that Buyer and all Participants shall be entitled as appropriate, replacement Revolving Notes, are issued to receive no greater amount such Purchaser, in the aggregate each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeassignment. (d) Seller agrees to cooperate with Buyer in connection with Any Lender may at any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and time pledge or assign all or any portion of its rights under the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunderthe twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, as and when delivered to Buyer12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Lender from its obligations under any of the Loan Documents.

Assignments; Participations. (a) The Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign from time to time, with the consent of Seller which shall not be unreasonably withheld, conditioned or transfer delayed (provided that no consent shall be required if any such assignment by Buyer is (x) following ten (10) Business Days advanced written notice to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Seller, to an Affiliate of Buyer whose creditworthiness, as determined by Seller in its good faith discretion, is not materially weaker than that of Buyer (after taking into account any credit support) and is a wholly owned subsidiary of Buyer or (y) after the occurrence of an Event of Default), assign all or a portion of its rights and obligations under this Agreement and the Program Documents to any party pursuant to an executed assignment and acceptance by Buyer and the applicable assignee in form and substance acceptable to Buyer (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. On the effective date of any such assignment, (A) such assignee will be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and will succeed to the related rights and obligations of Buyer hereunder, and (B) Buyer will, to the extent of such rights and obligations so assigned, be released from its obligations (but not its rights to the extent such rights are intended to survive any such assignment) hereunder and under the Program Documents. (b) Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement and the other Program Documents. ; provided, however, that (bi) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall will remain unchanged, (ii) Buyer shall will remain solely responsible to Seller for the performance thereof and of such obligations; (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or Documents except as provided in Section 5; and (iv) the holder of such participation and its respective Affiliates shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall not be entitled to the benefits of Sections 3(h)set off rights set forth in this Agreement, 3(i) including without limitation, in Section 44, and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall not be entitled to receive no greater amount in the aggregate pursuant to such Sections than conduct due diligence under Section 43, except through Buyer would have been entitled to receive had no such transfer occurredas its representative. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants or participants (including prospective assignees and Participantsparticipants) only after notifying the Seller in writing and securing signed confidentiality statements agreements (in a form of which is attached hereto as Exhibit Hmutually acceptable to Buyer and the Seller) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Upon the Seller’s consent to an assignment, the Seller agrees to reasonably cooperate with Buyer in connection with any such assignment and/or participationassignment, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment. (e) Buyer, solely for this purpose as Seller’s non-fiduciary agent, shall maintain a register (the “Register”) on which it will record each assignment and/or hereunder and each Assignment and Acceptance. The Register will include the name and address of Buyer (including all assignees and successors) and the percentage or portion of such rights and obligations assigned. The entries in the Register will be conclusive absent manifest error. Seller shall treat each Person whose name is recorded in the Register as a Buyer for all purposes of this Agreement; provided however, that any failure to make any such recordation, or any error in such recordation shall not affect Seller’s obligations in respect of such rights. This Section 38(e), together with Section 38(f), are intended to comprise a book entry system within the meaning of Treasury regulation section 5f.103-1(c) that is the exclusive way for Buyer (or any of its assignees or successors) to transfer an interest under this Agreement and these provisions shall be interpreted in a manner consistent with and so as to effect such intent. (f) Buyer shall maintain a participation register (the “Participation Register”) on which it shall record each participation. The Participation Register will include the names and addresses of Buyer (including all participants) and the percentage or portion of such rights and obligations participated. The entries in the Participation Register will be conclusive absent manifest error. If Buyer sells a participation in its rights hereunder, it shall promptly provide Seller further agrees to furnish to any Participant identified by Buyer to Seller copies with and maintain, solely for this purpose as a non-fiduciary agent of all reports Seller, the information described in this paragraph and certificates to be delivered by permit Seller to Buyer hereunder, as and when delivered to Buyerreview such information at any time.

Assignments; Participations. (a) Seller The Borrowers may assign any of its rights or obligations hereunder or under the Note only with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreementany Advance, the Note, its agreement right to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrowers shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrowers shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller Each Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties any Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller such Borrower in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller Each Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller Each Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller such Borrower copies of all reports and certificates to be delivered by Seller such Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller Borrower may not assign any of its rights or obligations hereunder only with or under the Loan Documents without the prior written consent of BuyerLender. Buyer Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. Lender shall give Borrower notice of any such assignment or transfer within five (5) Business Days after the effective date thereof. Lender may furnish any information concerning Borrower or Guarantor in the possession of Lender from time to time to assignees (including prospective assignees) provided that any such potential assignee executes a confidentiality agreement (which confidentiality agreement may be posted on a data site and acknowledged by entry in such data site). Notwithstanding anything to the contrary contained herein, no assignment by Lender shall materially increase Borrower’s obligations or materially reduce the rights of Borrower hereunder. Each Lender or such Lender’s designee, as non-fiduciary agent of Borrower, or if designated by Lender, the Borrower, shall maintain a copy of each assignment to which it is a party and a record that identifies each owner of an interest in the portion of the Loan held by such Lender, including the name and address of the owner, and each owner’s rights to principal and stated interest (the “Register”) and shall record all transfers of such interest in the Loan, in such Register. The entries in the Register shall be conclusive absent manifest error (which manifest error, for the avoidance of doubt, shall include a failure to record, or error in recording, any assignment of the Loan), and the Borrower and Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The parties intend for the Loan to be in registered form for tax purposes. To the extent the Borrower is not designated to maintain a Register, upon request of Borrower and reasonable prior notice to the applicable Lender, such applicable Lender shall provide to Borrower any information reasonably requested by Borrower that is recorded on such Lender’s Register. (b) Buyer Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, the Loan or any other interest of Buyer Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer Lender of participating interests to a Participant, BuyerLender’s obligations under this Loan Agreement to Seller Borrower shall remain unchanged, Buyer Lender shall remain solely responsible for the performance thereof thereof, Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and Borrower shall continue to deal solely and directly with Buyer Lender in connection with BuyerLender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer also The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3(h)2.08, 3(i2.09 and 2.10 (subject to the requirements and limitations therein (it being understood that each Participant shall deliver to the participating Lender such forms and other certifications as provided in Section 2.09(c) and 23 with respect (d)); provided that each Participant agrees to its participation in be subject to the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants provisions of Sections 2.09(e) as if it were an assignee under paragraph (a) of this Section. No Participant shall be entitled to receive no any greater amount in the aggregate pursuant payment under Sections 2.08 or 2.09, with respect to such Sections any participation, than Buyer its participating Lender would have been entitled to receive, except to the extent such entitlement to receive had a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participating interest shall, acting solely for this purpose as a non-fiduciary 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 Agreement and the other Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under the Loan Agreement or any Loan Document) to any Person except to the extent that such transfer occurreddisclosure 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 or such disclosure is otherwise required thereunder. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Loan Agreement notwithstanding any notice to the contrary. (c) Buyer may furnish any information concerning Notwithstanding the Seller Parties provisions of Sections 11.14(a) and (b) above, (i) in no event shall Lender assign all or any portion of their Subsidiaries the Loan or grant any participation interests therein to Underlying Borrower or an Affiliate of Underlying Borrower (provided that for purposes of this Section 11.14(c), the reference to “ten percent (10%)” in the possession definition of Buyer from time “Affiliate” herein shall be deemed to time mean and refer to assignees and Participants “five percent (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H5%)”) and only for the sole purpose (ii) so long as no Event of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with Default shall exist, any such assignment and/or participationor participation shall be to a Qualified Transferee and Lender shall not assign all or any portion of the Loan or grant any participation interests therein to any (A) Prohibited Transferee or (B) Limited Transferee, unless with respect to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to any such assignment and/or participation. Seller further agrees or participation to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereundera Limited Transferee, Lender has complied with the ROFO Procedures (as and when delivered to Buyerdefined below).

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder orunder the Note only with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to sellto one or more lenders or other entities (“Participants”) participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their anyof its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller the Borrower in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller The Borrower may not assign any of its rights or obligations hereunder only with without the prior written consent of Buyerthe Lender. Buyer The Lender may not assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Agreement and hereunder other than to an Affiliate without the other Program Documentsprior consent of the Borrower. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreement, its agreement to purchase Loansany Loan, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the lender for all purposes under this Loan Agreement and Seller the other Loan Documents, the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents, and the Participants shall not have any rights of consent regarding any of the Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this Loan Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer Each Loan Party also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.08 and 23 11.03 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants no Participant shall be entitled to receive no any greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive in respect of the amount of the participation transferred by the Lender to such Participant had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrowers may assign any of its rights or obligations hereunder or under the Note only with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“Participants”) participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Loan Agreement to Seller the Borrowers shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrowers shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller Each Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrowers or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller the Borrowers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller Each Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller Each Borrower further agrees to furnish furnish, to any Participant identified by Buyer the Lender to Seller the Borrowers, copies of all reports and certificates to be delivered by Seller the Borrowers to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller Borrower may not assign any of its rights or obligations hereunder only with or under the Loan Documents without the prior written consent of BuyerLender. Buyer Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. Lender shall give Borrower notice of any such assignment or transfer within five (5) Business Days after the effective date thereof. Lender may furnish any information concerning Borrower or Guarantor in the possession of Lender from time to time to assignees (including prospective assignees) provided that any such potential assignee executes a confidentiality agreement (which confidentiality agreement may be posted on a data site and acknowledged by entry in such data site). Notwithstanding anything to the contrary contained herein, no assignment by Lender shall materially increase Borrower’s obligations or materially reduce the rights of Borrower hereunder. Each Lender or such Lender’s designee, as non-fiduciary agent of Borrower, or if designated by Lender, the Borrower, shall maintain a copy of each assignment to which it is a party and a record that identifies each owner of an interest in the portion of the Loan held by such Lender, including the name and address of the owner, and each owner’s rights to principal and stated interest (the “Register”) and shall record all transfers of such interest in the Loan, in such Register. The entries in the Register shall be conclusive absent manifest error (which manifest error, for the avoidance of doubt, shall include a failure to record, or error in recording, any assignment of the Loan), and the Borrower and Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The parties intend for the Loan to be in registered form for tax purposes. To the extent the Borrower is not designated to maintain a Register, upon request of Borrower and reasonable prior notice to the applicable Lender, such applicable Lender shall provide to Borrower any information reasonably requested by Borrower that is recorded on such Lender’s Register. (b) Buyer Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, the Loan or any other interest of Buyer Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer Lender of participating interests to a Participant, BuyerLender’s obligations under this Loan Agreement to Seller Borrower shall remain unchanged, Buyer Lender shall remain solely responsible for the performance thereof thereof, Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and Borrower shall continue to deal solely and directly with Buyer Lender in connection with BuyerLender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer also The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3(h)2.08, 3(i2.09 and 2.10 (subject to the requirements and limitations therein (it being understood that each Participant shall deliver to the participating Lender such forms and other certifications as provided in Section 2.09(c) and 23 with respect (d)); provided that each Participant agrees to its participation in be subject to the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants provisions of Sections 2.09(e) as if it were an assignee under paragraph (a) of this Section. No Participant shall be entitled to receive no any greater amount in the aggregate pursuant payment under Sections 2.08 or 2.09, with respect to such Sections any participation, than Buyer its participating Lender would have been entitled to receive, except to the extent such entitlement to receive had a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participating interest shall, acting solely for this purpose as a non-fiduciary 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 Agreement and the other Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under the Loan Agreement or any Loan Document) to any Person except to the extent that such transfer occurreddisclosure 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 or such disclosure is otherwise required thereunder. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Loan Agreement notwithstanding any notice to the contrary. (c) Buyer may furnish any information concerning Notwithstanding the Seller Parties provisions of Sections 11.14(a) and (b) above, (i) in no event shall Lender assign all or any portion of their Subsidiaries the Loan or grant any participation interests therein to Underlying Borrower or an Affiliate of Underlying Borrower (provided that for purposes of this Section 11.14(c), the reference to “ten percent (10%)” in the possession definition of Buyer from time “Affiliate” herein shall be deemed to time mean and refer to assignees and Participants “five percent (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H5%)”) and only for the sole purpose (ii) so long as no Event of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with Default shall exist, any such assignment and/or or participation shall be to a Qualified Transferee and Lender shall not assign all or any portion of the Loan or grant any participation interests therein to any (A) Prohibited Transferee or (B) Limited Transferee, unless with respect to any such assignment or participation to a Limited Transferee, Lender has complied with the ROFO Procedures (as defined below). If Lender intends to assign all or any portion of the Loan or grant any participation interest in the Loan (such assignment or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish a “ROFO Transfer”) to any Participant identified Limited Transferee, provided that no Event of Default shall have occurred and be continuing, Borrower shall have a right of first offer (the “ROFO”) with respect thereto upon the following terms and conditions (the “ROFO Procedures”). Provided that no Event of Default shall have occurred and be continuing, Lender shall provide Borrower with a notice (an “Offer Notice”) that it intends to assign or grant a participation interest with respect to all or any portion of the Loan (the “Offered Interest”), the purchase price for the Offered Interest (the “ROFO Price”) and any other material terms relating to the sale of such Offered Interest. Within ten (10) Business Days after receipt of an Offer Notice (the “Exercise Period”), Borrower shall have the right to elect to prepay all or the applicable portion of the Loan in the amount of the ROFO Price, without payment of any Exit Fee (the “ROFO Prepayment”), by Buyer giving written notice of such election within the Exercise Period (the “ROFO Election”). If Borrower does not timely make a ROFO Election or affirmatively waives its ROFO rights, Borrower shall be deemed to Seller copies of all reports and certificates have elected not to be delivered by Seller exercise its right to Buyer hereunder, as and when delivered to Buyer.make a ROFO Prepayment. If Borrower makes a ROFO

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller Borrower may assign any of its rights or obligations hereunder or under the Note only with the prior written consent of BuyerLender in its sole discretion. Buyer Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Loan Agreement and the other Program DocumentsLoan Documents to any Eligible Assignee; provided, that, so long as an Event of Default has not occurred and is not continuing, following any such assignment or transfer, the initial Lender shall remain as the sole party which Borrower shall be required to interact with as the agent for the Loans (irrespective of whether such Lender retains any ownership interest in the Loans). Subject to Section 11.13(a)(i), Lender may furnish any information concerning Borrower in the possession of Lender from time to time to assignees (including prospective assignees), without any representation or recourse except as expressly provided in this Loan Agreement. Such assignee or transferee shall provide to Borrower or any agent thereof the appropriate forms, certificates and statements described in Section 2.10 of this Loan Agreement. (i) All information regarding the terms set forth in any of the Loan Documents or the Mortgage Loans shall be kept confidential and shall not be disclosed by Lender or Lender's assignee to any Person (including prospective assignees) except (a) to the Affiliates of Lender or its assignee or the respective directors, officers, employees, agents, advisors and other representatives of either who are informed of the confidential nature of such information and instructed to keep it confidential, (b) to the extent requested by any regulatory authority or required by Requirements of Law, (c) to the extent required to be included in the financial statements of Lender, Lender's assignee or an Affiliate thereof, (d) to the extent required to exercise any rights or remedies under the Loan Documents or Mortgaged Properties, (e) to the extent required to consummate and administer a Mortgage Loan, or (f) to any actual or prospective Eligible Assignee that agrees to comply with this Section 11.13(a)(i). (b) Buyer Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreementany Loan, the Note, its agreement commitment to purchase make Loans, or any other interest of Buyer Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer Lender of participating interests to a Participant, Buyer’s Lender's obligations under this Loan Agreement to Seller Borrower shall remain unchanged, Buyer Lender shall remain solely responsible for the performance thereof thereof, Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and Borrower shall continue to deal solely and directly with Buyer Lender in connection with Buyer’s Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller Borrower agrees to cooperate cooperate, at no expense to Borrower, with Buyer Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. With the prior written consent of Seller, Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans of similar type. Buyer may assign or transfer to any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HC) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only Each Lender will have the right, with the prior written consent of Buyer. Buyer may the Administrative Agent, not to be unreasonably withheld, to assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer participate all or any a portion of its rights and obligations under this Agreement the Senior Secured PIK Notes provided that, concurrently with any such assignment, such Lender shall also transfer to the applicable assignee a pro rata share of its commitment to the Senior Secured Note. B3 MAJORITY LENDERS: 51% with respect to non-payment defaults and 75% with respect to (i) payment defaults with respect to principal and (ii) extensions of scheduled amortization payments (excluding final maturity). GOVERNING LAW: New York B4 EXHIBIT C SUMMARY OF TERMS AND CONDITIONS METROCALL, INC. PREFERRED STOCK The proposed terms and conditions summarized herein are provided for discussion purposes only and do not constitute an offer, agreement, or commitment to lend. The actual terms of any offer, agreement, or commitment to lend will be subject to, among other conditions, receipt of requisite approvals and satisfactory review and completion of documentation. ISSUER Reorganized Metrocall, Inc. ("HoldCo.") SERIES 15% Senior Preferred Voting Securities SHARES 6,000,000 LIQUIDATION PREFERENCE $10.00 per share plus accrued and unpaid distributions and dividends. Liquidation Preference of total shares to be issued is $60 million (the "Initial Liquidation Preference")(to be increased for accrued and unpaid dividends). DISTRIBUTION 5,300,000 shares to be issued ratably to Secured Lenders ($53 million Initial Liquidation Preference) 100,000 shares to be issued to HoldCo.'s CEO, Xxxxxxx Xxxxxxx (subject to the terms and conditions for vesting thereof set forth in his Employment Agreement) ($1 million Initial Liquidation Preference) 100,000 shares to be issued to HoldC's CFO, Xxxxxxx Xxxxx (subject to the terms and conditions for vesting thereof set forth in his Employment Agreement) ($1 million Initial Liquidation Preference) DIVIDENDS The Preferred Stock shall accrue dividends at the rate of 15% per annum compounded quarterly. Dividends on the Preferred Stock shall accrue (and shall not become payable) and shall increase the Initial Liquidation Preference until such time as the Senior Secured Note and the other Program DocumentsSenior Secured PIK Notes are paid in full and thereafter dividends shall accrue and become payable in cash quarterly in arrears. To the extent HoldCo. (b) Buyer may, is unable to pay cash dividends, the liquidation preference shall increase on the first day following each dividend period in accordance with applicable law, at respect of any time sell to one unpaid dividends provided that HoldCo. may pay all or more entities (“Participants”) participating interests a portion of the amount of any accreted liquidation preference over the Initial Liquidation Preference on any dividend payment date. VOTING Holders of Preferred Stock shall have voting rights which shall in this Agreement, its agreement to purchase Loans, or any other interest the aggregate constitute 95% of Buyer hereunder and under the other Program Documentstotal voting power of HoldCo. In the event that any portion of any the Preferred Stock is redeemed by HoldCo., the voting rights attributable to each remaining share shall increase proportionately such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for that the performance thereof and Seller Preferred Stock shall continue to deal solely and directly hold 95% of the total voting stock of HoldCo. until such time that the Preferred Stock has been fully redeemed at which time all of the voting power shall vest with Buyer in connection with Buyer’s rights and obligations under this Agreement and holders of the other Program DocumentsCommon Stock CONVERSION RIGHTS None. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant RESTRICTIONS The Preferred Stock shall be deemed subject to have trading restrictions for two years from after the right of set-off in respect of its participating interest in amounts owing under this Agreement Effective Date as to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed set forth in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereofcertificate of incorporation of HoldCo. Buyer also agrees that each Participant shall be entitled to the benefits (See Section infra. Charter/By-Laws of Sections 3(hHoldCo.), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrower may not assign any of its rights or obligations hereunder only with under any Loan Document without the prior written consent of Buyer. Buyer the Lender. (b) Lender may not assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any a portion of its rights and obligations under this Agreement and without the other Program Documents. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program DocumentsBorrower's prior consent. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant Any permitted consent shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurredan Assignment Agreement. (c) Buyer The Lender shall send to the Borrower a copy of such executed Assignment Agreement. Promptly following receipt of such executed Assignment Agreement, the Borrower shall execute and deliver new Notes to the assignee and, if applicable, the assignor, in accordance with their respective interests, whereupon the prior Notes of the assignor and, if applicable, the assignee, shall be cancelled and returned to the Borrower. (d) If consented to by Borrower, Lender may transfer, grant, or assign participations in all or any portion of its interests hereunder to any Person pursuant to this Section 9.1(d), provided that Lender shall remain bound for all purposes of this Agreement. In the case of any such permitted participation, the participant shall not have any rights under any Loan Document, the rights of the participant in respect of such participation to be against the Lender as set forth in the agreement with Lender creating such participation, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation. (e) The Lender may furnish any information concerning the Seller Parties or any of their Subsidiaries Borrower in the possession of Buyer the Lender from time to time to any permitted assignees and Participants (including participants and, upon Borrower's prior written consent, to any prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeparticipants. (df) Seller agrees Notwithstanding anything in this Section to cooperate with Buyer in connection with the contrary and without any consent of Borrower, Lender may assign and pledge all or any of its Notes or any interest therein to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve System and/or such Federal Reserve Bank. No such assignment and/or participationor pledge shall release the Lender from its obligations hereunder. (g) Notwithstanding any other provisions of this Section, no transfer or assignment of the interests or obligations of Lender or grant of participations therein shall be permitted if such transfer, assignment, or grant would require the Borrower to execute file a registration statement with the Securities and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and Exchange Commission or any successor Governmental Authority or qualify the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to Loans under the "Blue Sky" laws of any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyerstate.

Assignments; Participations. (a) Seller The Borrower may not assign any of its rights or delegate any of its obligations hereunder only with under any Loan Document without the prior written consent of Buyer. Buyer the Lender. (b) With the consent of the Borrower (which shall not be unreasonably withheld or delayed), Lender may assign to one or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer more assignees all or any a portion of its rights and obligations under this Agreement Agreement; provided, however, (i) such consent of the Borrower shall not be required when a Default or an Event of Default shall have occurred and is continuing, (ii) such consent of the other Program Documents. Borrower shall not be required with respect to an assignment from the Lender to an Affiliate of the Lender and (biii) Buyer may, in accordance such consent of the Borrower shall not be required with applicable law, at any time sell respect to an assignment from the Lender to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurredApproved Funds. (c) Buyer The Lender may transfer, grant or assign participations in all or any portion of its interests hereunder to any Person pursuant to this Section 9.1(c), provided that the Lender shall remain the “Lender” for all purposes of this Agreement and the transferee of such participation shall not constitute a “Lender” hereunder. In the case of any such participation, the participant shall not have any rights under any Loan Document, the rights of the participant in respect of such participation to be against the Lender as set forth in the agreement with the Lender creating such participation, and all amounts payable by the Borrower hereunder shall be determined as if the Lender had not sold such participation. (d) The Lender may furnish any information concerning the Seller Parties or any of their Subsidiaries Borrower in the possession of Buyer the Lender from time to time to assignees and Participants (including participants and prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeparticipants. (de) Seller agrees Notwithstanding anything in this Section to cooperate with Buyer in connection with the contrary, the Lender may assign and pledge the Note or any interest therein to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve System and/or such Federal Reserve Bank. No such assignment and/or participationor pledge shall release the Lender from its obligations hereunder. (f) Notwithstanding any other provisions of this Section 9.1, no transfer or assignment of the interests or obligations of the Lender or grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower to execute file a registration statement with the Securities and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and Exchange Commission or any successor Governmental Authority or qualify the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to Loans under the “Blue Sky” laws of any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyerstate.

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender which consent shall not be unreasonably withheld. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program DocumentsLoan Documents upon written consent of the Borrower, which consent shall not be unreasonably withheld. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.08 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their Subsidiaries Central Pacific Mortgage Company in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participantsparticipants) only after notifying Seller the Borrower in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents, provided, however, that Buyer shall maintain, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee, specifying the percentage or portion of such rights and obligations assigned. Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are 67 due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) ), 23 and 23 25 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program DocumentsDocuments only with the prior written consent of Seller; provided that such prior written consent shall not be required if Buyer assigns any of its rights and obligations to an Affiliate of Buyer. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loansthe Purchased Certificate, or any other interest of Buyer hereunder and under the other Program Documents, only with the prior written consent of Seller; provided that such prior written consent shall not be required if the Participant is an Affiliate of Buyer. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans Purchased Certificate and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. For the avoidance of doubt, Seller shall continue to deal solely and directly with Buyer in connection with any rights and obligations of any Participant under this Agreement and the other Program Documents. (c) Buyer may furnish any information concerning the Seller Parties and Guarantor or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HC) by Seller, such Participant and Buyer and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller Any DIP Lender may at any time assign any of its rights to one or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer more Persons all or any portion of the DIP Loans and its rights respective portion of the DIP Commitment, provided that, so long as no Event of Default exists, Borrower’s consent shall be required, which consent shall not be unreasonably withheld. No DIP Lender may at any time assign all or any portion of the DIP Loans and obligations under this Agreement and its respective portion of the other Program DocumentsDIP Commitment without DIP Agent’s prior written consent. (b) Buyer may, in accordance with applicable law, Any DIP Lender may at any time sell to one or more entities (“Participants”) Persons participating interests in this Agreement, its agreement to purchase the DIP Loans, DIP Commitment or other interests hereunder (any other interest of Buyer hereunder and under the other Program Documentssuch Person, a “Participant”). In the event of any such a sale by Buyer a DIP Lender of a participating interests interest to a Participant, Buyer(i) such DIP Lender’s obligations under this Agreement to Seller hereunder shall remain unchangedunchanged for all purposes, Buyer shall remain solely responsible for the performance thereof and Seller (ii) Borrower shall continue to deal solely and directly with Buyer such DIP Lender in connection with Buyersuch DIP Lender’s rights and obligations under this Agreement hereunder, and the other Program Documents(iii) all amounts payable by Borrower shall be determined as if such DIP Lender had not sold such participation and shall be paid directly to such DIP Lender. Seller No Participant shall have any direct or indirect voting rights hereunder. Borrower agrees that if amounts outstanding under this DIP Credit Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence (as a result of an Event of Defaultacceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this DIP Credit Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer DIP Lender under this DIP Credit Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed be subject to the obligation of each Participant to share with DIP Lenders, and such DIP Lender agrees to share with each Participant, as provided in Section 7.04. Each DIP Lender shall maintain a copy of the agreement pursuant to which it shall have acquired its documentation of each sale by such DIP Lender of a participating interest to share with Buyer a Participant and a register for the proceeds thereof. Buyer also agrees that recordation of the names and addresses of such Participants and the principal amount and stated interest of the Notes owing to each such Participant shall be entitled pursuant to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding terms hereof from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in time (the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred.“Participant Register”) (c) Buyer may furnish any information concerning Borrower shall not have the Seller Parties right to assign or delegate its obligations and duties under this DIP Credit Agreement or any other DIP Loan Documents or any interest therein except with the prior written consent of their Subsidiaries in the possession of Buyer from time to time to assignees DIP Agent and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeDIP Lenders. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrowers may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrowers shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrowers and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller agrees The Borrowers agree that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.08 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrowers or any of their Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeparticipants). (d) Seller Each Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrowers may not assign any of its their rights or obligations hereunder only with under any Loan Documents without the prior written consent of Buyer. Buyer the Agent and the Lenders. (b) With the consent of the Agent and the Borrowers (which consents shall not be unreasonably withheld), any Lender may assign to one or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer more assignees all or any a portion of its rights and obligations under this Agreement pursuant to an Assignment Agreement; provided, however, that if the assigning Lender holds both Tranche A Loans and Tranche B Loans (and/or has a Tranche A Commitment and a Tranche B Commitment), then any assignment of any portion of the rights and obligations in respect of such Lender's Tranche B Loans and/or Tranche B Commitment or Tranche A Loans and/or Tranche A Commitment may only be made in conjunction with an assignment of a proportionate portion of its rights and obligations in respect of such Lender's Tranche A Loans and/or Tranche A Commitment or Tranche B Loans and/or Tranche B Commitment, respectively. Except with the consent of the Agent and the other Program Documents. Borrowers (bwhich consents shall not be unreasonably withheld) Buyer mayin the case of any assignment of any Tranche B Loans and/or Tranche B Commitment, any such assignment shall be in the amount of at least $10,000,000 in the case of a Tranche A assignment (or any whole multiple of $1,000,000 in excess thereof) and $1,000,000 in the case of a Tranche B assignment (or any whole multiple of $500,000 in excess thereof), and the assignee shall pay to the Agent a transfer fee in the amount of $3,500 for each such assignment. Any such assignment shall become effective upon the execution and delivery to the Agent of the Assignment Agreement and the consent of the Agent and the Borrowers. Promptly following receipt of an executed Assignment Agreement, the Agent shall send to the Borrowers a copy of such executed Assignment Agreement. Promptly following receipt of such executed Assignment Agreement, the Borrowers shall execute and deliver, at their own expense, new Notes to the assignee and, if applicable, the assignor, in accordance with applicable lawtheir respective interests, at whereupon the prior Notes of the assignor and, if applicable, the assignee, shall be canceled and returned to the Borrowers. Upon the effectiveness of any time sell assignment pursuant to one this Section 9.1(b), the assignee shall become a "Lender," if not already a "Lender," for all purposes of the Loan Documents, and the assignor shall be relieved of its obligations hereunder from and after the date of such assignment to the extent of such assignment. If the assignor no longer holds any rights or more entities (“Participants”) participating interests in obligations under this Agreement, such assignor shall cease to be a "Lender" hereunder, except that its agreement rights under Sections 2.21 and 5.18 shall not be affected. On the last Business Day of each calendar quarter during which an assignment has become effective pursuant to purchase Loansthis Section 9.1(b), or any other interest of Buyer hereunder the Agent shall prepare a new Exhibit III giving effect to all such assignments effected during such month and under the other Program Documents. In the event of any such sale by Buyer of participating interests to will promptly provide a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance copy thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that Borrowers and each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurredLender. (c) Buyer Each Lender may transfer, grant, or assign participations in all or any portion of its interests hereunder to any Person pursuant to this Section 9.1(c), provided that such Lender shall remain a "Lender" for all purposes of this Agreement and the transferee of such participation shall not constitute a "Lender" hereunder. In the case of any such participation, the participant shall not have any rights under any Loan Document, the rights of the participant in respect of such participation to be against the granting Lender as set forth in the agreement with such Lender creating such participation, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation. Each participation agreement shall provide that the Lender that has sold or granted the participation shall retain the sole right to take or refrain from taking any action under the Loan Documents, except that such participation agreement may provide that such Lender shall not, without the consent of the participant, agree to any amendment or waiver that would have the effect, to the extent any such amendment or waiver pertains to the type of Commitment(s) or Loan(s) of such participant so that such participant would be affected thereby, of (i) increasing the Commitments of such Lender, (ii) extending the Tranche A Commitment Termination Date, (iii) extending the Tranche B Commitment Termination Date, (iv) reducing the principal on the Loans, (v) reducing the rate of interest on the Loans or the Notes, (vi) reducing the amount of such Lender's participation in any fees payable pursuant to Sections 2.15 or 2.16, or (vii) extending the time of scheduled payment of any Obligation, or (vii) releasing the Guaranty. All amounts payable to any Lender under Article 2 shall be determined as if such Lender had not sold any participations. Each agreement creating a participation must include an agreement by the participant to be bound by the provisions of Section 9.9. (d) The Lenders may furnish any information concerning the Seller Parties or any of their Subsidiaries Borrowers in the possession of Buyer the Lenders from time to time to assignees and Participants (including participants and prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form participants, provided that such Persons agree to be bound by the provisions of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeSection 9.9. (de) Seller agrees Notwithstanding anything in this Section to cooperate with Buyer in connection with the contrary, any such assignment and/or participation, to execute Lender may assign and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish pledge all or any of its Notes or any interest therein to any Participant identified Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.such Federal

Assignments; Participations. (a) Seller The Borrower may not assign any of its rights or obligations hereunder only with or under the Note without the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating ------------ interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-set- off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of -------- set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.08 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all -------- Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeparticipants). (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender which consent shall not be unreasonably withheld. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participantsparticipants) only after notifying Seller the Borrower in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender.

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder or under the Note only with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents; provided that, the Lender shall not assign its obligation to make Advances hereunder to any third party which is not an Affiliate of the Lender without the prior consent of the Borrower. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“"Participants”") participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.07 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participantsparticipants) only after notifying Seller the Borrower in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HI) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender. The Lender shall reimburse the Borrower for any of the out of pocket costs incurred by the Borrower pursuant to this Section 11.14(d).

Assignments; Participations. (a) Seller The Borrower may assign any of its rights or obligations hereunder only or under the Note with the prior written consent of Buyerthe Lender. Buyer The Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer the Lender all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer The Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“Participants”"PARTICIPANTS") participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyer’s the Lender's obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyer’s the Lender's rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; providedPROVIDED, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.08 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; providedPROVIDED, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeparticipants). (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller The Borrower may not assign any of its rights or obligations hereunder only with or under the Note without the prior written consent of Buyerthe Lender. Buyer With the prior consent of the SBA, the Lender may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and or obligations under this Loan Agreement and the other Program Loan Documents. (b) Buyer With the prior consent of the SBA, the Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities (“Participants”) participating interests in this Agreementany Advance, the Note, its agreement commitment to purchase Loansmake Advances, or any other interest of Buyer the Lender hereunder and under the other Program Loan Documents. In the event of any such sale by Buyer the Lender of participating interests to a Participant, Buyerthe Lender’s obligations under this Loan Agreement to Seller the Borrower shall remain unchanged, Buyer the Lender shall remain solely responsible for the performance thereof thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and Seller the other Loan Documents, and the Borrower and the Lender shall continue to deal solely and directly with Buyer the Lender in connection with Buyerthe Lender’s rights and obligations under this Loan Agreement and the other Program Loan Documents. Seller The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this AgreementLoan Agreement or the Note; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the Lender the proceeds thereof. Buyer The Lender also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) 2.08 and 23 11.03 with respect to its participation in the Loans and Purchased Items Advances outstanding from time to time; provided, that Buyer the Lender and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer the Lender would have been entitled to receive had no such transfer occurred. (c) Buyer The Lender may furnish any information concerning the Seller Parties Borrower or any of their its Subsidiaries in the possession of Buyer such Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose). (d) Seller The Borrower agrees to cooperate with Buyer the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Program Loan Documents in order to give effect to such assignment and/or participation. Seller The Borrower further agrees to furnish to any Participant identified by Buyer the Lender to Seller the Borrower copies of all reports and certificates to be delivered by Seller the Borrower to Buyer the Lender hereunder, as and when delivered to Buyerthe Lender (e) The Borrower may, in accordance with applicable law, at any time sell to one or more financial institutions or other entities (“Loan Participants”) participating interests in any Pledged SBA Loan; provided that the Borrower obtain the Lender’s prior written consent, which consent shall not be unreasonably withheld. In the event of any such sale by the Borrower or participating interests to a Loan Participant, the Borrower’s obligations under this Loan Agreement to the Lender shall remain unchanged, the Borrower shall remain solely responsible for the performance thereof and the Borrower and the Lender shall continue to deal solely and directly with each other in connection with the respective rights and obligations under this Loan Agreement and the other Loan Documents.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program Documents; provided that Seller shall not be responsible for increased costs incurred in connection with Buyer’s assignment in the absence of a Default or Event of Default. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller Sellers shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Each Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and the related Participation Interests and related Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the a Seller Parties or any of their its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller Sellers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HC) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Each Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Each Seller further agrees to furnish to any Participant identified by Buyer to a Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program DocumentsDocuments only with the prior written consent of Seller; provided that such prior written consent shall not be required if Buyer assigns any of its rights and obligations to an Affiliate of Buyer. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) ), 5 and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time, and shall be subject to the requirements and limitations therein, including the requirements under Section 5(d) (it being understood that the documentation required under Section 5(d) shall be delivered to the participating Buyer); provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller may assign any of its rights or obligations hereunder only Each (i) Revolving Lender may, with the prior written consent of Buyer. Buyer Working Capital Agent, assign all or, if less than all, a portion equal to at least $7,500,000 in the aggregate for the assigning Revolving Lender and (ii) Term Loan Lender may assign all or, if less than all, a portion equal to at least $2,500,000 in the aggregate for the assigning Term Loan Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Working Capital Agent on the Register and (ii) Working Capital Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. In connection with any proposed transfer, within five (5) Business Days of the receipt by Administrative Borrower of a written request (if any) by a Lender requesting a determination of whether a proposed assignee is not an Eligible Transferee due to such proposed assignee constituting a Competitor, the Administrative Borrower shall respond in writing to such Lender with its good faith determination as to whether such proposed assignee is a Competitor and any failure by Administrative Borrower to respond during such period shall be deemed an acknowledgment by Administrative Borrower that such proposed assignee is not a Competitor. Such requesting Lender agrees to provide such cooperation as may be reasonably requested by Administrative Borrower in connection with obtaining information relevant to such determination. (b) Working Capital Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Working Capital Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Guarantors, Agents and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Obligations) of a Lender hereunder and thereunder and the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. (d) By execution and delivery of an Assignment and Acceptance, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any bank statements, warranties or representations made in or in connection with this Agreement or any of the other Financing Agreements or the execution, legality, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Financing Agreements furnished pursuant hereto, (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower, Guarantor or any of their Subsidiaries or the performance or observance by any Borrower or Guarantor of any of the Obligations; (iii) such assignee confirms that it has received a copy of this Agreement and the other Financing Agreements, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the assigning Lender or Working Capital Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Financing Agreements, (v) such assignee appoints and authorizes Working Capital Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to Working Capital Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agents and Lenders may furnish any information concerning any Borrower or Guarantor in the possession of Agents or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other financial institution that makes entities in or invests in repurchase agreements or loans or any Affiliate of Buyer to all or any a portion of its rights and obligations under this Agreement and the other Program Documents. Financing Agreements (b) Buyer mayincluding, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in accordance with applicable lawthe Letter of Credit Obligations, at any time sell to one without the consent of Agents or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any Lenders); provided, that, (i) such sale by Buyer of participating interests to a Participant, BuyerLender’s obligations under this Agreement to Seller (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, Buyer (ii) such Lender shall remain solely responsible to the other parties hereto for the performance thereof of such obligations, and Seller Borrowers, Guarantors, the other Lenders and Agents shall continue to deal solely and directly with Buyer such Lender in connection with Buyersuch Lender’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding Financing Agreements, and (iii) the Participant shall not have any rights under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon any of the occurrence of an Event of Default, each Participant shall be deemed to have other Financing Agreements (the right of set-off Participant’s rights against such Lender in respect of its participating interest such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts owing under payable by any Borrower or Guarantor hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to the same extent as if the amount a Federal Reserve Bank in support of its participating interest were owing directly to it as a Buyer under this Agreementborrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Borrowers and Guarantors shall assist Agents or any Lender permitted to sell assignments or participations under this Section 13.8 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and Guarantors and their affairs provided, prepared or reviewed by any Borrower or Guarantor that are contained in any selling materials and all other information provided by it and included in such Participant materials. (h) Any Lender that is an Issuing Bank may at any time assign all of its Commitments pursuant to this Section 13.8. If such Issuing Bank ceases to be Lender, it may, at its option, resign as Issuing Bank and such Issuing Bank’s obligations to issue Letters of Credit shall only be entitled to such right of set-off if terminate but it shall have agreed in retain all of the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits rights and obligations of Sections 3(h), 3(i) and 23 Issuing Bank hereunder with respect to Letters of Credit outstanding as of the effective date of its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer resignation and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) Buyer may furnish any information concerning the Seller Parties or any Letter of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants Credit Obligations with respect thereto (including prospective assignees and Participants) only after notifying Seller the right to require Lenders to make Revolving Loans or fund risk participations in writing and securing signed confidentiality statements (a form outstanding Letter of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purposeCredit Obligations), shall continue. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller Lender may assign any of its rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and agreements herein to any Person, without the other Program Documentsconsent of Borrower. (b) Buyer may, in accordance with applicable law, Lender may at any time sell to one or more entities (“Participants”) Persons participating interests in this Agreement, its agreement to purchase Loans, Commitments, or other interests hereunder (any other interest of Buyer hereunder and under the other Program Documentssuch Person, a “Participant”). In the event of any such a sale by Buyer Lender of a participating interests interest to a Participant, Buyer(a) Xxxxxx’s obligations under this Agreement to Seller hereunder shall remain unchangedunchanged for all purposes, Buyer shall remain solely responsible for the performance thereof (b) Borrower and Seller Xxxxxx shall continue to deal solely and directly with Buyer Lender in connection with BuyerXxxxxx’s rights and obligations under this Agreement hereunder and (c) all amounts payable by Borrower shall be determined as if Lender had not sold such participation and shall be paid directly to Lender. No Participant shall have any direct or indirect voting rights hereunder. Xxxxxx agrees to incorporate the other Program Documentsrequirements of the preceding sentence into each participation agreement which Xxxxxx enters into with any Participant. Seller Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence (as a result of an Event of Defaultacceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer Lender under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in be subject to the agreement pursuant to which it shall have acquired its participating interest obligation of each Participant to share with Buyer the proceeds thereofLender, and Xxxxxx agrees to share with each Participant. Buyer Xxxxxxxx also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; Section 2.8 or 2.13 as if it were a Lender (provided, that Buyer and all Participants on the date of the participation no Participant shall be entitled to receive no any greater amount in the aggregate compensation pursuant to such Sections Section 2.8 or 2.13 than Buyer would have been entitled paid to receive the participating Lender on such date if no participation had no such transfer occurredbeen sold and that each Participant complies with Section 2.13. (c) Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, as and when delivered to Buyer.

Assignments; Participations. (a) Seller Sellers may assign any of its their rights or obligations hereunder only with the prior written consent of Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights and obligations under this Agreement and the other Program DocumentsDocuments to (a) any Affiliate of Buyer or (b) with the Sellers’ consent, any bank or other financial institution that makes or invests in repurchase agreements or loans. The Buyer, acting solely for this purpose as a non-fiduciary agent of the Sellers, shall maintain a register for the recordation of the names and addresses of the Buyers, and amounts owing to, each Buyer pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Sellers and the Buyers shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Sellers and any Buyer, at any reasonable time and from time to time upon reasonable prior notice. (b) Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase LoansLoans or Certificates, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller Sellers shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees Sellers agree that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(d), 3(h), 3(i) 5 and 23 with respect to its participation in the Loans Purchased Assets and Purchased Items outstanding from time to time, and shall be subject to the requirements and limitations therein, including the requirements under Section 5(d) (it being understood that the documentation required under Section 5(d) shall be delivered to the participating Buyer); provided, that Buyer and all Participants shall be entitled to receive no ​ greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. Each Buyer that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Sellers, maintain a register on which it enters the name and address of each Participant and the amounts of each Participant’s interest in the Agreement (the “Participant Register”); provided that no Buyer 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 the Agreement) to any Person except to the extent that such disclosure is necessary to establish that such interest 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 Buyer 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. (c) Buyer may furnish any information concerning the Seller Parties Sellers and Guarantor or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller Sellers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit HC) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees Sellers agree to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. Seller Sellers further agrees agree to furnish to any Participant identified by Buyer to Seller Sellers copies of all reports and certificates to be delivered by Seller Sellers to Buyer hereunder, as and when delivered to Buyer.