Common use of Non-Assignability Clause in Contracts

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale.

Non-Assignability. (a) Subject This Agreement will inure to Article 17(b) below, Seller the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not assign be assigned by any of its rights or obligations under this Agreement party hereto without the express prior written consent of Buyer the other parties, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer shall such consents, will be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign with respect to any Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (other than a Prohibited Transferee; provideda) such Securityholder making such Transfer shall, however, that Buyer shall not be subject prior to such limitation if an Event Transfer, furnish to the Company written notice of Default has occurred the name and is continuingaddress of such transferee, and (b)(i) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assetscase of any Transfer from BLUM, or any other interest of Buyer under this Agreement; provided(A) if such Person acquires a majority ox xxe Common Stock beneficially owned by BLUM, however, that, upon Seller’s prior written consent, Buyer may sell BLUM shall have the right to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee sxxx Pexxxx all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited TransfereeBLUM hereunder, (B) is if such Person acquires lexx xhan a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any majority of the foregoing whichCommon Stock beneficially owned by BLUM, in each case, is regularly engaged in such Person shall assume and be entitled xx all of the business rights and obligations of owning commercial real estate loans or operating commercial real estate propertiesa BLUM Holder under Article III hereof, and (C) has acquired xx xny case, such Person shall execute and deliver to the Company an interest equal Assumption Agreement and assume and be entitled to or greater than twenty-five percent (25%) all of the entire interest rights and obligations of a Holder hereunder, (ii) in the case of an assignment by BLUM of its rights pursuant to Section 2.2 herxxx, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a BLUM Holder under Article III hereof and shall xxxcutive and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, (iv) in the case of any Transfer from a DLJ Party, such Person shall assume and be entitled to all Transactions of the rights and all Purchased Assets; provided, further, that such control obligations of a DLJ Party hereunder and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) execute and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything deliver to the contrary contained hereinCompany an Assumption Agreement, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights (v) in the Purchased Assets or case of any other interest Transfer from an Other Non-Management Party, such Person shall assume and be entitled to all of Buyer under this the rights and obligations of an Other Non- Management Party hereunder and execute and deliver to the Company an Assumption Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments(vi) in the case of any Transfer from a Management Party, supplements such Person shall assume and other modifications to, this Agreement in order be entitled to give effect all of the rights and obligations of a Management Party hereunder and execute and deliver to such assignment, transfer or salethe Company an Assumption Agreement.

Non-Assignability. (a) Subject This Agreement will inure to Article 17(b) below, Seller the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not assign be assigned by any of its rights or obligations under this Agreement party hereto without the express prior written consent of Buyer the other parties, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer shall such consents, will be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject with respect to any -------- ------- Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, prior to such limitation if an Event Transfer, furnish to the Company written notice of Default has occurred the name and is continuing)address of such transferee, sell to one or more banks, financial institutions or other entities and (“Participants”b)(i) participating interests in any Transaction, its interest in the Purchased Assetscase of any Transfer from XXXX, or any other interest (A) if such Person acquires a majority of Buyer under this Agreement. Buyer maythe Common Stock beneficially owned by XXXX, at any time and from time XXXX shall have the right to time, assign to any such Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event all of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited TransfereeXXXX hereunder, (B) is if such Person acquires less than a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any majority of the foregoing whichCommon Stock beneficially owned by XXXX, in each case, is regularly engaged in such Person shall assume and be entitled to all of the business rights and obligations of owning commercial real estate loans or operating commercial real estate propertiesa XXXX Holder under Article III hereof, and (C) has acquired in any case, such Person shall execute and deliver to the Company an interest equal Assumption Agreement and assume and be entitled to or greater than twenty-five percent (25%) all of the entire interest rights and obligations of a Holder hereunder, (ii) in the case of an assignment by XXXX of its rights pursuant to Section 2.2 hereto, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof and shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, (iv) in the case of any Transfer from a DLJ Party, such Person shall assume and be entitled to all Transactions of the rights and all Purchased Assets; provided, further, that such control obligations of a DLJ Party hereunder and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) execute and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything deliver to the contrary contained hereinCompany an Assumption Agreement, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights (v) in the Purchased Assets or case of any other interest Transfer from an Other Non- Management Party, such Person shall assume and be entitled to all of Buyer under this the rights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments(vi) in the case of any Transfer from a Management Party, supplements such Person shall assume and other modifications to, this Agreement in order be entitled to give effect all of the rights and obligations of a Management Party hereunder and execute and deliver to such assignment, transfer or salethe Company an Assumption Agreement.

Non-Assignability. (a) Subject No rights or obligation of the Company under this Agreement may be assigned or transferred by the Company without Employee's prior written consent, except that such rights or obligations may be assigned or transferred pursuant to Article 17(b) belowa merger or consolidation in which the Company is not the continuing entity, Seller may not assign or a sale, liquidation or other disposition of all or substantially all of the business and assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of any disposition of its business and assets described in the preceding sentence, it shall take whatever action it can in order to cause such assignee or transferee expressly to assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of Employee under this Agreement may be assigned or transferred by Employee, without the Company's prior written consent, other than his rights to compensation and benefits, which may be transferred only by will, operation of law or in accordance with the applicable plan; provided, however that Employee shall be entitled, to the extent permitted under applicable law or relevant plans, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following his death by giving the Company written notice thereof. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement without and agrees expressly to perform the prior written consent of Buyer and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time same manner and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in same extent as the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or Company would be required to reimburse Buyer or any other Person for any costs or expense relating to any perform such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business absence of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) a succession. The terms of the entire interest in this Agreement, all Transactions Agreement and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and of Employee's rights hereunder shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything inure to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements benefit of, and amendmentsbe enforceable by, supplements Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and other modifications to, this Agreement in order to give effect to such assignment, transfer or salelegatees.

Non-Assignability. (a) Subject This Agreement will inure to Article 17(b) below, Seller the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not assign be assigned by any of its rights or obligations under this Agreement party hereto without the express prior written consent of Buyer the other parties, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer shall such consents, will be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject with respect to -------- ------- any Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, prior to such limitation if an Event Transfer, furnish to the Company written notice of Default has occurred the name and is continuing)address of such transferee, sell to one or more banks, financial institutions or other entities and (“Participants”b)(i) participating interests in any Transaction, its interest in the Purchased Assetscase of any Transfer from XXXX or Xxxx Strategic, (A) if such Person acquires a majority of the Common Stock beneficially owned by XXXX or any other interest of Buyer under this Agreement. Buyer mayXxxx Strategic respectively, at any time and from time XXXX or Xxxx Strategic, as the case may be, shall have the right to time, assign to any such Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event all of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement of XXXX or any other Transaction DocumentXxxx Strategic, (ii) Seller shall not be obligated to deal with any Person other than Buyeras the case may be, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transfereehereunder, (B) is if such Person acquires less than a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any majority of the foregoing whichCommon Stock beneficially owned by XXXX or Xxxx Strategic, in each case, is regularly engaged in such Person shall assume and be entitled to all of the business rights and obligations of owning commercial real estate loans or operating commercial real estate propertiesa XXXX Holder under Article III hereof, and (C) has acquired in any case, such Person shall execute and deliver to the Company an interest equal Assumption Agreement and assume and be entitled to or greater than twenty-five percent (25%) all of the entire interest rights and obligations of a Holder hereunder, (ii) in the case of an assignment by XXXX of its rights pursuant to Section 2.2 hereto, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof and shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, (iv) in the case of any Transfer from a Note Investor Party, such Person shall assume and be entitled to all Transactions of the rights and all Purchased Assets; provided, further, that such control obligations of a Note Investor Party hereunder and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) execute and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything deliver to the contrary contained hereinCompany an Assumption Agreement, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights (v) in the Purchased Assets or case of any other interest Transfer from an Other Non-Management Party, such Person shall assume and be entitled to all of Buyer under this the rights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments(vi) in the case of any Transfer from a Management Party, supplements such Person shall assume and other modifications to, this Agreement in order be entitled to give effect all of the rights and obligations of a Management Party hereunder and execute and deliver to such assignment, transfer or salethe Company an Assumption Agreement.

Non-Assignability. (a) Subject This Agreement will inure to Article 17(b) below, Seller the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not assign be assigned by any of its rights or obligations under this Agreement party hereto without the express prior written consent of Buyer the other parties, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer shall such consents, will be null and void. Buyer may; PROVIDED, without consent of Seller (other than HOWEVER, that with respect to a Prohibited Transferee; providedany Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, however, that Buyer shall not be subject prior to such limitation if an Event Transfer, furnish to the Company written notice of Default has occurred the name and is continuing)address of such transferee, sell to one or more banks, financial institutions or other entities and (“Participants”b)(i) participating interests in any Transaction, its interest in the Purchased Assetscase of any Transfer from BLUM or Blum Strategic, (A) if such Person acquires a majority of the Common Stock beneficially owned by BLUM or any other interest of Buyer under this Agreement. Buyer mayBlum Strategic respectively, at any time and from time BLUM or Blum Strategic, as the case may be, shall have the right to time, assign to any such Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event all of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement of BLUM or any other Transaction DocumentBlum Strategic, (ii) Seller shall not be obligated to deal with any Person other than Buyeras the case may be, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transfereehereunder, (B) is if such Person acquires less than a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any majority of the foregoing whichCommon Stock beneficially owned by BLUM or Blum Strategic, in each case, is regularly engaged in such Person shall assume and be entitled to all of the business rights and obligations of owning commercial real estate loans or operating commercial real estate propertiesa BLUM Holder under Article III hereof, and (C) has acquired in any case, such Person shall execute and deliver to the Company an interest equal Assumption Agreement and assume and be entitled to or greater than twenty-five percent (25%) all of the entire interest rights and obligations of a Holder hereunder, (ii) in the case of an assignment by BLUM of its rights pursuant to Section 2.2 hereto, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a BLUM Holder under Article III hereof and shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, (iv) in the case of any Transfer from a Note Investor Party, such Person shall assume and be entitled to all Transactions of the rights and all Purchased Assets; provided, further, that such control obligations of a Note Investor Party hereunder and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) execute and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything deliver to the contrary contained hereinCompany an Assumption Agreement, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights (v) in the Purchased Assets or case of any other interest Transfer from an Other Non-Management Party, such Person shall assume and be entitled to all of Buyer under this the rights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments(vi) in the case of any Transfer from a Management Party, supplements such Person shall assume and other modifications to, this Agreement in order be entitled to give effect all of the rights and obligations of a Management Party hereunder and execute and deliver to such assignment, transfer or salethe Company an Assumption Agreement.

Non-Assignability. (a) Subject to Article 17(b) below, neither Seller may not assign any of its respective rights or obligations under this Agreement without the prior written consent of Buyer (not to be unreasonably withheld or delayed) and any attempt by either Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing)either Seller, sell to one or more banks, financial institutions or other entities (“Participants”) (other than with respect to an assignment to a Prohibited Transferee, which shall be subject to the prior written consent of the applicable Seller) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, upon prior written notice to the applicable Seller, assign to any Person (other than a Prohibited Transferee; providedTransferees, however, that Buyer shall not be subject to such limitation if an so long as no Event of Default has occurred and is continuing, in which case such limitation shall not apply) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights its interest in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, thatthat in all such circumstances (for the avoidance of doubt, upon Seller’s prior written consentincluding participations) other than a sale, assignment, transfer or participation by Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part one hundred percent (100%) of its rights in and obligations under the Purchased AssetsTransaction Documents (which sale, assignment, transfer or any other interest participation, if Buyer does not retain control and authority over its rights and obligations under the Transaction Documents, shall be subject to the prior written consent of Buyer under this Agreementthe applicable Seller, so long as in each case not to be unreasonably withheld, conditioned or delayed), (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or the Transaction Documents and any other Transaction DocumentTransaction, subject to major decision approval rights, (ii) the applicable Seller shall not be obligated or required to deal directly or indirectly with any Person other than Buyer, and (iii) such Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfersale, assignment assignment, transfer or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree agrees to reasonably cooperate with Buyer Buyer, at Buyer’s sole cost and expense, in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale. Each Seller agrees that each properly registered Participant shall be entitled to the benefits of Article 3(h), Article 3(i), and Articles 3(n) through (s) (subject to the requirements and limitations therein, including, without limitation and for the avoidance of doubt, the requirements under Article 3(o) or Article 3(p) (it being understood that the documentation required under Article 3(p) shall be delivered to the participating Buyer or Assignee, as applicable)) to the same extent as if it were an Assignee and had acquired its interest by assignment pursuant to this Article 17(a); provided that such Participant (A) agrees to be subject to the provisions of Article 3 as if it were an Assignee under this Article 17(a), and (B) shall not be entitled to receive any greater payment under Article 3(o) or Article 3(q), with respect to any participation, than its participating Buyer or Assignee, as applicable, would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by a Governmental Authority, in any case which occurs after the Participant acquired the applicable participation. Each Buyer or Assignee that sells a participation agrees to use reasonable efforts to cooperate with Sellers to effectuate the provisions of Article 3 with respect to the applicable Participant.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer Purchaser and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer Purchaser shall be null and void. Buyer Prior to an Event of Default, Purchaser may, without with the consent of Seller (other than with respect to which consent shall not be unreasonably withheld, conditioned or delayed, unless such proposed Transferee is a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this AgreementAgreement and the other Transaction Documents. Buyer Prior to an Event of Default, Purchaser may, with the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed, unless such proposed Transferee is a Prohibited Transferee), at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in this Agreement and the Purchased Asset other Transaction Documents. After the occurrence of an Event of Default, Purchaser may, without the consent of Seller, at any time or from time to time either (i) sell to one or more Participants (including, without limitation any other interest of Buyer Prohibited Transferee) participating interests under this Agreement, Agreement and the other Transaction Documents or (ii) assign to any Assignee (including, without limitation any Prohibited Transferee Transferee) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) Agreement and the obligation of other Transaction Documents. Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree agrees to cooperate with Buyer Purchaser in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale.; provided, however, that, in connection with a sale of a participating interest, (i) Purchaser shall act as exclusive agent for all Transferees in any dealings with Seller in connection with any such proposed transactions and (ii) Seller shall not be obligated to deal directly with any party other than Purchaser in connection with such transactions, or to pay or reimburse Purchaser for any costs that would not have been incurred by Purchaser had no interest in such proposed transaction been issued. Notwithstanding the foregoing, Purchaser shall be permitted, without the consent of Seller, to sell participating interests in, or otherwise assign, to any Affiliate of Purchaser any interest of Purchaser in this Agreement or the Transaction Documents. Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by the Seller without the prior written consent of Buyer the Buyer. Subject to the foregoing, this Repurchase Agreement and any attempt by Seller Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may from time to time assign any all or a portion of its rights or and obligations under this Repurchase Agreement without and the prior Repurchase Documents; provided, however that Buyer, as agent for the Seller, shall maintain, for review by the Seller upon written consent request, a register of assignees (the “Register”) and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; and provided, further, that there shall not be more than five (5) “Buyers” hereunder at any one time. Upon such assignment, (a) such assignee shall be a party hereto and to each Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Seller shall be null and voidcontinue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may, without consent may distribute to any prospective assignee any document or other information delivered to Buyer by Seller. The Buyer may sell participations to one or more Persons in or to all or a portion of Seller (other than with respect to a Prohibited Transfereeits rights and obligations under this Repurchase Agreement; provided, however, that (i) the Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall not remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 7, each participant of the Buyer shall be subject entitled to the additional compensation and other rights and protections afforded the Buyer under Section 7 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreementparticipant. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Seller or any of its subsidiaries or to any aspect of the transactions that has been furnished to the buyer by or on behalf of the Seller or any of its subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. The Buyer may at any time and from time to time, assign to any Person (other than create a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) security interest in all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, agreement 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 release the assigning buyer from its obligations hereunder. In the event the Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee assigns all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuingagreement, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor parties hereto agree to cooperate with Buyer negotiate in connection with any such assignment, transfer or sale of participating interest and good faith an amendment to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement agreement to add agency provisions similar to those included in order to give effect to such assignment, transfer or salerepurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. This Agreement is personal in nature. Neither this Agreement, the Leases, nor any interest in the Property shall be assigned, conveyed, transferred, or otherwise disposed of by Buyer in any manner (a) Subject to Article 17(b) belowcollectively, Seller may not assign any of its rights a "Transfer"), in whole or obligations under this Agreement in part, without the prior express written consent of Buyer and any attempt Seller, which consent may be withheld by Seller to for any cause, or for no cause, provided however, Seller specifically acknowledges that Buyer may, without Seller's consent, assign any of its rights or obligations under this Agreement once to any entity into or with which Buyer may be merged, consolidated or reorganized or to any Affiliate of Buyer (a “Permitted Transfer”). Seller acknowledges that one or more of the members comprising Buyer (“Buyer Members”) are publicly traded entities as of the date of this Agreement, and, subject to the provisions of Paragraph 21. below, that any sale, assignment or other transfer of the stock of Buyer Members by a shareholder(s) shall not be deemed an assignment of this Agreement by operation of law or otherwise. Should consent to any Transfer be given, or if a Permitted Transfer should occur, no further Transfer shall be made without the prior further written consent from Seller, which consent may also be withheld by Seller for any cause, or for no cause. Any Transfer permitted hereunder shall expressly reference and be made subject to this Agreement, including the Transfer restrictions in this paragraph. Buyer shall keep the Property free and clear of any and all liens of any nature, provided, however, and notwithstanding the foregoing, Buyer may mortgage, pledge, hypothecate or in any manner encumber this Agreement or the Property to fund the cost of any xxxxx or Buyer's other activities with respect to the Property, but any such mortgage, pledge, hypothecation or encumbrance shall expressly reference and be made expressly subject to this Agreement, and shall be made expressly subordinate and expressly subject to Seller's rights under the terms of this Agreement. Any Transfer, mortgage, pledge, hypothecations, or other encumbrance made or created in violation of the provisions of this Paragraph 20. shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer Purchaser and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer Purchaser shall be null and void. Buyer Subject to the terms of this Agreement, Purchaser may, without consent of Seller Seller, but with five (other than with respect 5) Business Days prior notice to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing)Seller, sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer Purchaser under this Agreement. Buyer Subject to the terms of this Agreement, Purchaser may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights and its interest in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer Purchaser under this Agreement. Each of Seller agrees, at Purchaser’s sole cost and Guarantor agree expense, to cooperate with Buyer Purchaser in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale; provided, however, that, (i) such restatements, amendments, supplements and/or modifications shall be subject to Seller’s prior written approval as to form and substance and shall not materially alter any of Seller’s duties or obligations hereunder, (ii) Purchaser shall act as exclusive agent for all Transferees in any dealings with Seller in with any such proposed transactions and (iii) Seller shall not be obligated to deal directly with any party other than Purchaser in connection with such transactions, or to pay or reimburse Purchaser for any costs that would not have been incurred by Purchaser had no interest in such proposed transaction been issued.

Non-Assignability. (a) Subject This Agreement will inure to Article 17(b) below, Seller the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not assign be assigned by any of its rights or obligations under this Agreement party hereto without the express prior written consent of Buyer the other parties, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer shall such consents, will be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject with respect to any -------- ------- Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, prior to such limitation if an Event Transfer, furnish to the Company written notice of Default has occurred the name and is continuing)address of such transferee, sell to one or more banks, financial institutions or other entities and (“Participants”b)(i) participating interests in any Transaction, its interest in the Purchased Assetscase of any Transfer from XXXX or Xxxx Strategic, (A) if such Person acquires a majority of the Common Stock beneficially owned by XXXX or any other interest of Buyer under this Agreement. Buyer mayXxxx Strategic respectively, at any time and from time XXXX or Xxxx Strategic, as the case may be, shall have the right to time, assign to any such Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event all of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement of XXXX or any other Transaction DocumentXxxx Strategic, (ii) Seller shall not be obligated to deal with any Person other than Buyeras the case may be, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transfereehereunder, (B) is if such Person acquires less than a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any majority of the foregoing whichCommon Stock beneficially owned by XXXX or Xxxx Strategic, in each case, is regularly engaged in such Person shall assume and be entitled to all of the business rights and obligations of owning commercial real estate loans or operating commercial real estate propertiesa XXXX Holder under Article III hereof, and (C) has acquired in any case, such Person shall execute and deliver to the Company an interest equal Assumption Agreement and assume and be entitled to or greater than twenty-five percent (25%) all of the entire interest rights and obligations of a Holder hereunder, (ii) in the case of an assignment by XXXX of its rights pursuant to Section 2.2 hereto, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof and shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, (iv) in the case of any Transfer from a Note Investor Party, such Person shall assume and be entitled to all Transactions of the rights and all Purchased Assets; provided, further, that such control obligations of a Note Investor Party hereunder and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) execute and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything deliver to the contrary contained hereinCompany an Assumption Agreement, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights (v) in the Purchased Assets or case of any other interest Transfer from an Other Non-Management Party, such Person shall assume and be entitled to all of Buyer under this the rights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments(vi) in the case of any Transfer from a Management Party, supplements such Person shall assume and other modifications to, this Agreement in order be entitled to give effect all of the rights and obligations of a Management Party hereunder and execute and deliver to such assignment, transfer or salethe Company an Assumption Agreement.

Non-Assignability. This Agreement is personal in nature. Neither this Agreement, the Leases, nor any interest in the Property shall be assigned, conveyed, transferred, or otherwise disposed of by Buyer in any manner (a) Subject to Article 17(b) belowcollectively, Seller may not assign any of its rights a "Transfer"), in whole or obligations under this Agreement in part, without the prior express written consent of Buyer and any attempt Seller, which consent may be withheld by Seller to for any cause, or for no cause, provided however, Seller specifically acknowledges that Buyer may, without Seller's consent, assign any of its rights or obligations under this Agreement once to any entity into or with which Buyer may be merged, consolidated or reorganized or to any Affiliate of Buyer (a “Permitted Transfer”). Seller acknowledges that one or more of the members comprising Buyer (“Buyer Members”) are publicly traded entities as of the date of this Agreement, and, subject to the provisions of Paragraph 20. below, that any sale, assignment or other transfer of the stock of Buyer Members by a shareholder(s) shall not be deemed an assignment of this Agreement by operation of law or otherwise. Should consent to any Transfer be given, or if a Permitted Transfer should occur, no further Transfer shall be made without the prior further written consent from Seller, which consent may also be withheld by Seller for any cause, or for no cause. Any Transfer permitted hereunder shall expressly reference and be made subject to this Agreement, including the Transfer restrictions in this paragraph. Buyer shall keep the Property free and clear of any and all liens of any nature, provided, however, and notwithstanding the foregoing, Buyer may mortgage, pledge, hypothecate or in any manner encumber this Agreement or the Property to fund the cost of any xxxxx or Buyer's other activities with respect to the Property, but any such mortgage, pledge, hypothecation or encumbrance shall expressly reference and be made expressly subject to this Agreement, and shall be made expressly subordinate and expressly subject to Seller's rights under the terms of this Agreement. Any Transfer, mortgage, pledge, hypothecations, or other encumbrance made or created in violation of the provisions of this Paragraph 19. shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained hereinin this Agreement, to the preceding sentence extent that the sale, transfer, conveyance, assignment and delivery of any Contract, Permit or other asset, property, right or claim of the Seller that would be a Transferred Asset under Section 2.1 but for the fact that such sale, transfer, conveyance, assignment and delivery is prohibited by any applicable Law or would require the Consent of any Person other than any Party or any of their respective Affiliates or Related Parties that has not been obtained as of the Effective Time (each, a “Non-Transferred Asset”), this Agreement shall not apply constitute an agreement to effect such sale, transfer, conveyance, assignment and delivery if such action would constitute a breach or violation with respect to such Non-Transferred Asset unless and until the applicable Consent of such Person has been obtained; provided, that the foregoing shall not limit or affect the Seller’s and the Seller Stockholders’ representations and warranties in Articles IV and V or the conditions set forth in Section 3.3(a)-(b). To the extent that any assignmentsrequired Consent is not obtained prior to the Effective Time, sales from and after the Effective Time: (i) the Parties shall cooperate and use commercially reasonable efforts to provide or transfers cause to be provided to the Buyer Sub the benefits of each Non-Transferred Asset until the applicable Consent is obtained, (ii) the Parties shall cooperate and agree upon a reasonable and lawful arrangement designed to provide any such benefits to the Buyer Sub after the Effective Time (and the Seller shall hold in trust for and pay to the Buyer Sub promptly upon receipt thereof, all income, proceeds and other monies received by Buyer to an Affiliate of Buyer of all the Seller or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer its Affiliates in connection with such Non-Transferred Asset) and (iii) at the Buyer Sub’s request, the Seller shall use commercially reasonable efforts to enforce, for the account of the Buyer Sub, any rights of the Seller arising from such assignmentNon-Transferred Asset, transfer including the rights to elect to terminate, to amend or sale to extend the terms in accordance with the terms thereof. Upon receipt of participating interest the applicable Consent for a Non-Transferred Asset, the Seller shall sell, transfer, convey, assign and deliver such Non-Transferred Asset to enter into the Buyer Sub with no additional purchase price due therefore. In addition, following the Effective Time, the Parties shall execute and deliver, or shall cause to be executed and delivered, such restatements of, and amendments, supplements documents and other modifications toinstruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out this Agreement in order to Section 2.5 and give effect to such assignment, transfer or salethe transactions contemplated by this Section 2.5.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may The Program Agreements are not assign assignable by any of its rights or obligations under this Agreement without the prior written consent of Buyer and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and voidSeller. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and may from time to time, time assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) or participate all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement and the Program Agreements with Sellers’ prior written consent, not to be unreasonably withheld or delayed; provided, that such assignee or participant is an Eligible Transferee; provided further that such consent shall not be required if Buyer assigns its rights and obligations (i) to an Affiliate (that is not an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, a “plan” as defined by and subject to Section 4975 of the Code, or an entity deemed to hold “plan assets” of either of the foregoing, that would cause Sellers to incur any other Transaction Documentprohibited transaction excise tax penalties under Section 4975 of the Code) of Buyer, (ii) Seller shall not be obligated to deal with any Person other than Buyerafter the occurrence and during the continuance of an Event of Default; provided, and (iii) Seller shall not be charged forfurther that, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As so long as no Event of Default has occurred and is continuingcontinuing (a) Buyer’s obligations and Sellers’ rights and obligations under the Program Agreements shall remain unchanged, (b) Buyer shall remain solely responsible to Sellers for the foregoing requirements performance of such obligations, (c) Sellers shall continue to deal solely and directly with Buyer in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over connection with Buyer’s rights and obligations set forth in such sub-clause (i) and under the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate propertiesProgram Agreements, and (Cd) has acquired an interest equal Buyer shall continue to or greater than twentycontrol all decision-five percent (25%) of making under this Agreement and the entire interest in this Agreement, all Transactions and all Purchased AssetsProgram Agreements; provided, further, further that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and no event shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer an assignment to an Affiliate of Buyer cause any amount payable by Sellers under Sections 5, 11.b, 11.d, 11.e, or 11.f to be greater than such amounts that would be payable if Deutsche Bank AG, New York Branch was Buyer and provided, further, however that Buyer shall maintain as agent of all Sellers, for review by Sellers upon written request, a register of the names and addresses of any assignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or any part portion of Buyer’s such rights in the Purchased Assets or any other interest of Buyer under this Agreementand obligations assigned. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any Upon such assignment, transfer or sale of participating interest such assignee shall be a party hereto and to enter into such restatements ofeach Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and amendmentsshall succeed to the applicable rights and obligations of Buyer hereunder. Unless otherwise stated in the Assignment and Acceptance, supplements and Sellers shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any permitted assignee any document or other modifications to, this Agreement in order information delivered to give effect to such assignment, transfer or saleBuyer by Sellers.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by any Seller without the prior written consent of the Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents; pursuant to an executed assignment and acceptance by Buyer and assignee ("Assignment and Acceptance"). Upon such assignment, (a) such assignee shall be a party hereto and to each Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any attempt prospective assignee any document or other information delivered to Buyer by Seller Sellers. Subject to assign any acceptance and recording thereof pursuant to the following paragraph of its this section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of the Buyer under this Repurchase Agreement. Any assignment or transfer by the Buyer of rights or obligations under this Repurchase Agreement without the prior written consent of Buyer that does not comply with this Section 22 shall be null treated for purposes of this Repurchase Agreement as a sale by such Buyer of a participation in such rights and voidobligations in accordance with the following paragraph of this section. The Sellers shall maintain a register (the "Register") on which it will record the Buyer's rights hereunder, and each Assignment and Acceptance and participation. The Register shall include the names and addresses of the Buyer may(including all assignees, without consent successors and participants) and the percentage or portion of Seller (other than such rights and obligations assigned. Failure to make any such recordation, or any error in such recordation shall not affect the Sellers' obligations in respect of such rights. If the Buyer sells a participation in its rights hereunder, it shall provide the Sellers, or maintain as agent of the Sellers, the information described in this paragraph and permit the Sellers to review such information as reasonably needed for the Sellers to comply with respect its obligations under this Repurchase Agreement or under any applicable Requirement of Law. The Buyer may sell participations to one or more Persons in or to all or a Prohibited Transfereeportion of its rights and obligations under this Repurchase Agreement; provided, however, that (i) the Buyer's obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall not be subject remain solely responsible to the other parties hereto for the performance of such limitation if an Event of Default has occurred obligations; and is continuing), sell (iii) the Sellers shall continue to one or more banks, financial institutions or other entities (“Participants”) participating interests deal solely and directly with the Buyer in any Transaction, its interest in connection with the Purchased Assets, or any other interest of Buyer Buyer's rights and obligations under this AgreementRepurchase Agreement and the other Repurchase Documents except as provided in Section 7. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 22, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or on behalf of the Sellers or any of their Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. The Buyer may at any time and from time to time, assign to any Person (other than create a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) security interest in all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Agreement in favor of any Federal Reserve Bank in accordance with regulations of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning buyer from its obligations hereunder. In the event the Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee assigns all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuingAgreement, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor parties hereto agree to cooperate with Buyer negotiate in connection with any such assignment, transfer or sale of participating interest and good faith an amendment to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement agreement to add agency provisions similar to those included in order to give effect to such assignment, transfer or salerepurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any of its respective rights or obligations under this Agreement without the prior written consent of Buyer (not to be unreasonably withheld or delayed) and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing)Seller, sell to one or more banks, financial institutions or other entities (“Participants”) (other than with respect to an assignment to a Prohibited Transferee, which shall be subject to the prior written consent of Seller) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, upon prior written notice to Seller, assign to any Person (other than a Prohibited Transferee; providedTransferees, however, that Buyer shall not be subject to such limitation if an so long as no Event of Default has occurred and is continuing, in which case such limitation shall not apply) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights its interest in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, thatthat in all such circumstances (for the avoidance of doubt, upon Seller’s prior written consentincluding participations) other than a sale, assignment, transfer or participation by Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part one hundred percent (100%) of its rights in and obligations under the Purchased AssetsTransaction Documents (which sale, assignment, transfer or any other interest participation, if Buyer does not retain control and authority over its rights and obligations under the Transaction Documents, shall be subject to the prior written consent of Buyer under this AgreementSeller, so long as in each case not to be unreasonably withheld, conditioned or delayed), (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or the Transaction Documents and any other Transaction DocumentTransaction, subject to major decision approval rights, (ii) Seller shall not be obligated or required to deal directly or indirectly with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfersale, assignment assignment, transfer or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree agrees to reasonably cooperate with Buyer Buyer, at Buyer’s sole cost and expense, in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale. Seller agrees that each properly registered Participant shall be entitled to the benefits of Article 3(h), Article 3(i), and Articles 3(n) through (s) (subject to the requirements and limitations therein, including, without limitation and for the avoidance of doubt, the requirements under Article 3(o) or Article 3(p) (it being understood that the documentation required under Article 3(p) shall be delivered to the participating Buyer or Assignee, as applicable)) to the same extent as if it were an Assignee and had acquired its interest by assignment pursuant to this Article 17(a); provided that such Participant (A) agrees to be subject to the provisions of Article 3 as if it were an Assignee under this Article 17(a), and (B) shall not be entitled to receive any greater payment under Article 3(o) or Article 3(q), with respect to any participation, than its participating Buyer or Assignee, as applicable, would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by a Governmental Authority, in any case which occurs after the Participant acquired the applicable participation. Each Buyer or Assignee that sells a participation agrees to use reasonable efforts to cooperate with Sellers to effectuate the provisions of Article 3 with respect to the applicable Participant.

Non-Assignability. Except as otherwise provided in this Section 7, the Option shall not be transferable by the Participant otherwise than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder. Except as provided in the previous sentence, the Option shall be exercisable, during the Participant’s lifetime, only by the Participant (aor, in the event of legal incapacity or incompetency, by the Participant’s guardian or representative) Subject and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to Article 17(b) belowexecution, Seller may not assign attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of its rights this Section 7, or obligations under this Agreement without the prior written consent levy of Buyer and any attempt by Seller to assign any of its rights attachment or obligations under this Agreement without similar process upon the prior written consent of Buyer Option shall be null and void. Buyer mayNotwithstanding the foregoing, without consent this Option may be transferred, in whole or in part, by the Participant to (i) the spouse, children, step-children or any other issue of Seller the Participant (other than with respect to a Prohibited Transferee“Immediate Family Members”), (ii) any trust for the exclusive benefit of Immediate Family Members, (iii) any partnership of which immediate Family Members are the only partners, or (iv) any limited liability company of which Immediate Family Members are the only shareholders; provided, however, that Buyer any subsequent transfers of this Option, or any part thereof, shall not be prohibited except by will or by the laws of descent and distribution. The Plan Administrator may permit transfers in addition to those described above in its discretion. Following any transfer hereunder, the Option shall continue to be subject to such limitation if an Event the terms and conditions of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer mayThe events of termination of employment in section 4 hereof shall continue to be applied to the Participant, at any time and from time following termination the Option shall be exercisable by the transferee only to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be the extent and for the periods specified in Section 4 hereof. The Participant will remain subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, withholding taxes upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) exercise of the preceding sentence shall also apply Option pursuant to Section 12 hereof. The Participant agrees to notify the Company in writing upon the completion of any other assignment or participation by Buyer transfer pursuant to this Section, such notice to include the name and address of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) transferee and the date of transfer. The Company undertakes no obligation of Seller to deal with notify any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate transferee of any event affecting the employment status of the foregoing which, in each case, is regularly engaged in Participant or otherwise affecting this Option which may have the business effect of owning commercial real estate loans limiting or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of terminating the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or saleOption.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer (not to be unreasonably withheld or delayed) and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing)Seller, sell participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights its interest in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, Agreement except that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset Default or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no an Event of Default has occurred and is continuingDefault, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence no such Transferee shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties. Seller agrees to, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreementcause Guarantor to, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale. Seller agrees that each Participant shall be entitled to the benefits of Article 3(j), Article 3(k), and Articles 3(p) through (u) (subject to the requirements and limitations therein, including the requirements under Article 3(t) (it being understood that the documentation required under Article 3(t) shall be delivered to the participating Buyer)) to the same extent as if it were an Assignee and had acquired its interest by assignment pursuant to this Article 17(a); provided that, such Participant (A) agrees to be subject to the provisions of Article 3(w) as if it were an Assignee under this Article 17(a), and (B) shall not be entitled to receive any greater payment under Article 3(k), Article 3(p), or Article 3(s), with respect to any participation, than its participating Buyer, as applicable, would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by a Governmental Authority, in any case which occurs after the Participant acquired the applicable participation. Each Buyer that sells a participation agrees, at Seller’s request and expense, to use reasonable efforts to cooperate with Seller to effectuate the provisions of Article 3(w) with respect to the applicable Participant.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer (not to be unreasonably withheld or delayed) and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing)Seller, sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this AgreementAgreement to one or more banks, financial institutions or other entities (“Participants”); provided, that, notwithstanding the foregoing, any such sale to a Participant that is a Prohibited Transferee shall require the prior consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed; provided further, that, if a Default or an Event of Default has occurred and is continuing, Seller’s consent shall not be required. Buyer may, without consent of the Seller, at any time and from time to time, assign to any Person (other than a Prohibited TransfereeTransferee and to a Prohibited Transferee with the consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed; providedprovided that, however, that Buyer shall not be subject to such limitation if a Default or an Event of Default has occurred and is continuing) , Seller’s consent shall not be required in connection with an assignment to a Prohibited Transferee (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights its interest in the Purchased Assets, or any other interest of Buyer under this Agreement; provided. In connection with any sale, howeverassignment, thattransfer or participation by Buyer hereunder, upon Seller’s prior written consentother than a sale, assignment, transfer or participation by Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part one hundred percent (100%) of its rights in and obligations under the Purchased AssetsTransaction Documents, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or the Transaction Documents and any other Transaction DocumentTransaction, (ii) Seller shall not be obligated or required to deal directly or indirectly with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfersale, assignment assignment, transfer or participation. As long as no Event of Default has occurred Seller agrees to, and is continuingto cause Guarantor to, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreementcooperate with Buyer, any Transaction or any Purchased Asset; provided, however, that the control and authority over at Buyer’s rights sole cost and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii)expense, may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale.

Non-Assignability. (a) Subject This Agreement will inure to Article 17(b) below, Seller the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not assign be assigned by any of its rights or obligations under this Agreement party hereto without the express prior written consent of Buyer the other parties, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer shall such consents, will be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign with respect to any Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (other than a Prohibited Transferee; provideda) such Securityholder making such Transfer shall, however, that Buyer shall not be subject prior to such limitation if an Event Transfer, furnish to the Company written notice of Default has occurred the name and is continuingaddress of such transferee, and (b)(i) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assetscase of any Transfer from XXXX or Xxxx Strategic, (A) if such Person acquires a majority of the Common Stock beneficially owned by XXXX or any other interest of Buyer under this Agreement; providedXxxx Strategic respectively, howeverXXXX or Xxxx Strategic, thatas the case may be, upon Seller’s prior written consent, Buyer may sell shall have the right to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee such Person all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement of XXXX or any other Transaction DocumentXxxx Strategic, (ii) Seller shall not be obligated to deal with any Person other than Buyeras the case may be, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transfereehereunder, (B) is if such Person acquires less than a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any majority of the foregoing whichCommon Stock beneficially owned by XXXX or Xxxx Strategic, in each case, is regularly engaged in such Person shall assume and be entitled to all of the business rights and obligations of owning commercial real estate loans or operating commercial real estate propertiesa XXXX Holder under Article III hereof, and (C) has acquired in any case, such Person shall execute and deliver to the Company an interest equal Assumption Agreement and assume and be entitled to or greater than twenty-five percent (25%) all of the entire interest rights and obligations of a Holder hereunder, (ii) in the case of an assignment by XXXX of its rights pursuant to Section 2.2 hereto, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof and shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, (iv) in the case of any Transfer from a Note Investor Party, such Person shall assume and be entitled to all Transactions of the rights and all Purchased Assets; provided, further, that such control obligations of a Note Investor Party hereunder and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) execute and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything deliver to the contrary contained hereinCompany an Assumption Agreement, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights (v) in the Purchased Assets or case of any other interest Transfer from an Other Non-Management Party, such Person shall assume and be entitled to all of Buyer under this the rights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments(vi) in the case of any Transfer from a Management Party, supplements such Person shall assume and other modifications to, this Agreement in order be entitled to give effect all of the rights and obligations of a Management Party hereunder and execute and deliver to such assignment, transfer or salethe Company an Assumption Agreement.

Non-Assignability. (a) Subject This Alloy Services Agreement shall inure to Article 17(b) belowthe benefit of and be binding on the parties hereto and their respective successors and permitted assigns. Except as otherwise expressly provided herein, Seller may not assign any of its rights or obligations under this Agreement shall not be assigned by either party hereto without the express prior written consent of Buyer the other party, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer such consents, shall be null and void. Buyer mayNotwithstanding any nonassignment provisions contained in this Section 12, without consent Buyer, or any permitted assignee or transferee of Seller Buyer, may assign or otherwise transfer some or all of its rights and/or obligations hereunder (other than i) to any entity or entities, or any assignee of such entity or entities, providing financing for the transactions contemplated by this Agreement or to any entity or entities providing to Buyer, Buyer’s Affiliates, or to any such permitted assignee of Buyer, financing relating to the Business (collectively, the “Financing Sources”), (ii) to any Affiliate of Buyer, provided that (x) such Affiliate shall agree with respect OC and its permitted assignees or transferees, if any, in writing to a Prohibited Transferee; provided, however, that assume the Buyer’s obligations hereunder and (y) any such assignment to an Affiliate of the Buyer shall not be subject relieve the Buyer from its obligations hereunder or (iii) to such limitation if an Event of Default has occurred and is continuing), sell any entity to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assetswhich Buyer, or any other interest assignee or transferee of Buyer, assigns, sells, transfers or otherwise conveys (A) all or substantially all of the assets constituting the Business (a “Complete Assignment”) or (B) all or substantially all of the assets constituting either the Aiken Facility, the Huntingdon Facility or the South Hill Facility (a “Partial Assignment”), provided that such acquiring entity agrees with and acknowledges in writing to OC and its permitted assignees or transferees, if any, that this Agreement shall be binding upon and enforceable against such entity as though such acquiring entity were Buyer under and that such entity shall perform all of Buyer’s obligations hereunder. Notwithstanding any nonassignment provisions contained in this Section 12, OC, or any permitted assignee or transferee of OC, may assign or otherwise transfer some or all of its rights and/or obligations hereunder (i) to any Affiliate of OC, provided that (x) such Affiliate shall agree with Buyer and its permitted assignees or transferees, if any, in writing to assume the OC’s obligations hereunder and (y) any such assignment to an Affiliate of the OC shall not relieve the OC from its obligations hereunder or (ii) to any entity to which OC, or any assignee or transferee of Buyer, assigns, sells, transfers or otherwise conveys any portion of its business which owns, licenses, or uses Business Patents or Business Know How (as each is defined in the License Agreement), provided that such acquiring entity agrees with and acknowledges in writing to Buyer and its permitted assignees or transferees, if any, that this Agreement shall be binding upon and enforceable against such entity as though such acquiring entity were OC and that such entity shall perform all of OC’s obligations hereunder. Buyer mayTo the extent that assignment and/or transfer of any of the rights, at any time privileges, and/or obligations is permitted, this Agreement shall be binding on, and except as otherwise expressly provided, shall inure to the benefit of, the legal successors, assigns, or representatives of the parties. For purposes of this Section 12, capitalized terms used herein without definition, are used as defined in the LLC Interest and Sale Purchase Agreement dated as of September 30, 1998 by and between OC and Glass Holdings, Inc., as amended from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale.

Non-Assignability. (a) Subject to Article 17(b) belowExcept as specifically provided otherwise in this Paragraph 15, Seller may not assign any of its rights Buyer shall not, and has no right to, assign, sell or obligations under transfer Buyer’s interest in this Agreement without the prior written consent of Buyer and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, which consent may be arbitrarily or unreasonably withheld, in Seller’s sole discretion. If Buyer is a corporation, other business entity, trustee or nominee, a transfer of any equitable, beneficial, legal or principal interest in Buyer will constitute an assignment of this Agreement requiring Seller’s prior written consent. Seller’s consent may sell to a Prohibited Transferee participating interests be conditioned in any Transactionmanner it desires, in its interest in sole discretion. The fact that the Purchased Asset or any other interest of Buyer under this Agreement, or assign Seller refuses to give its consent to an assignment shall not give rise to any Prohibited Transferee claim for any damages against Seller. Seller may freely assign, transfer or sell any or all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained hereinin this Paragraph 15, on a one-time basis, Seller shall consent to the preceding sentence shall not apply to any assignments, sales or transfers assignment of this Agreement by Buyer to an Affiliate entity of which Buyer of is the majority owner. This Agreement is binding upon the Buyer’s heirs and legal representatives. If Buyer has received Seller’s consent to assign, transfer or sell all or any part a portion of Buyer’s rights interest in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement shall be binding upon such assignee, transferee or purchaser. If Buyer is a corporation or other business entity, this Agreement shall be binding upon Buyer’s successors in order to give effect to such assignmentinterest. In no event, transfer or salehowever, shall any assignment by Buyer release Buyer from the terms of this Agreement.

Non-Assignability. (a) Subject to Article 17(b19(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer Administrative Agent, on behalf of Buyers, and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer Administrative Agent shall be null and voidvoid ab initio. Any Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing)Seller, sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of such Buyer under this Agreement. Any Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights its interest in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of such Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreementprovided that, so long as no Event of Default has occurred and is continuing, (x) any such Transferee shall not be a Prohibited Transferee, (y) Seller shall continue to deal solely and directly with Administrative Agent, on behalf of Buyers, in each case (i) Buyer shall retain control and authority over its connection with Administrative Agent’s rights and obligations under this Agreement or any other the Transaction Document, Documents and (ii) Seller Administrative Agent, on behalf of Buyers, shall not be obligated to deal with any Person other than Buyer, and (iii) retain sole decision-making authority under the Transaction Documents. Seller shall not be charged for, incur or be required to reimburse Buyer Administrative Agent, on behalf of Buyers, or any other Person for any costs cost or expense relating to any such transfersale, assignment assignment, transfer or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree agrees to cooperate with Buyer Administrative Agent in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and all other Transaction Documents in order to give effect to such assignment, transfer or sale, all at no expense to Seller; provided, that any such amendments will not materially increase Seller’s obligations hereunder or materially adversely affect Seller’s rights hereunder.

Non-Assignability. (a) Subject to Article 17(b) belowa. Buyer may at any time, Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller but (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject any Affiliate of Buyer) with prior notice to such limitation if an Event of Default has occurred and is continuing)Seller, sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign participations to any Person (other than a Prohibited Transfereenatural person or Seller or any Affiliate of Seller) (a “Participant”) in all or any portion of Buyer’s rights and/or obligations under the Program Agreements; provided, howeverthat (i) Buyer’s obligations under the Program Agreements shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Program Agreements; and (iv) if the Participant is a market competitor of Seller, Buyer shall notify Seller five (5) Business Days prior to consummation of the participation transaction. Buyer shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register of Participants in accordance with Section 5f.103-1(c) of the United States Treasury Regulations (the “Participant Register”) on which it enters the name and address of each Participant and the percentage or portion of each Participant’s interest in the Purchased Mortgage Loans or other obligations under the Program Agreements; provided, that Buyer shall not be subject have any obligation to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) disclose all or any part portion of its rights in the Purchased Assets, Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Program Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103 1(c) of the United States Treasury Regulations. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Program Agreement, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Section 10 to the same extent as if it had acquired its interest by assignment pursuant to Section 21(b), but shall not be entitled to receive any greater payment thereunder than Buyer would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of Buyer under this Agreement; provided, however, that, upon the participation to such Participant is made with Seller’s prior written consent. To the extent permitted by Requirements of Law, Buyer may sell each Participant shall be entitled to a Prohibited Transferee participating interests in any Transactionthe benefits of Sections 15(k), 22 and 28 to the same extent as if it had acquired its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign by assignment pursuant to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (iiSection 21(b), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by the Seller without the prior written consent of Buyer Buyer. Subject to the foregoing, this Repurchase Agreement and any attempt by Seller Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may from time to time assign any all or a portion of its rights or and obligations under this Repurchase Agreement without and the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited TransfereeRepurchase Documents; provided, however, however that Buyer shall maintain, for review by the Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; and provided, further, that there shall not be subject more than five (5) “Buyers” hereunder at any one time. Upon such assignment, (a) such assignee shall be a party hereto and to each Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such limitation if an Event of Default has occurred rights and is continuing)obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller. The Buyer may sell participations to one or more banks, financial institutions Persons in or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer and obligations under this Agreement; provided, however, thatthat (i) the Buyer’s obligations under this Agreement shall remain unchanged, upon Seller(ii) the Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s prior written consentrights and obligations under this Agreement and the other Program Agreements. Notwithstanding the terms of Section 8, each participant of the Buyer shall be entitled to the additional compensation and other rights and protections afforded the Buyer under Section 8 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such participant. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Seller or any of its subsidiaries or to any aspect of the transactions that has been furnished to the buyer by or on behalf of the Seller or any of its subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this agreement. The Buyer may sell to at any time create a Prohibited Transferee participating interests in any Transaction, its security interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as agreement in each case (i) 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 release the assigning buyer from its obligations hereunder. In the event the Buyer shall retain control and authority over assigns all or a portion of its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuingagreement, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor parties hereto agree to cooperate with Buyer negotiate in connection with any such assignment, transfer or sale of participating interest and good faith an amendment to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement agreement to add agency provisions similar to those included in order to give effect to such assignment, transfer or salerepurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by the Sellers without the prior written consent of Buyer the Administrative Agent and the Buyers in accordance with the terms of the Administration Agreement. Subject to the foregoing, this Repurchase Agreement and any attempt by Seller Transactions shall be binding upon and shall inure to assign the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of its rights any legal or obligations equitable right, power, remedy or claim under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Repurchase Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Each Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over participate its rights and obligations under this hereunder, in accordance with the Administration Agreement or any other Transaction Document, and pursuant to an executed assignment and acceptance by such Buyer and assignee (ii“Assignment and Acceptance”) provided that no Seller shall not be obligated required to deal with any Person other than assignee until it has received a copy of such executed Assignment and Acceptance. The Administrative Agent shall maintain, as agent for the Buyers and the Sellers, a register (the “Register”) on which it will record each Buyer’s rights hereunder, and each Assignment and Acceptance and participation. The Register shall include the names and addresses of the Buyer (iiiincluding all assignees, successors and participants) Seller and the percentage or portion of such rights and obligations assigned. Failure to make any such recordation, or any error in such recordation shall not be charged foraffect the Sellers’ obligations in respect of such rights. If a Buyer sells a participation in its rights hereunder, incur it shall provide the Administrative Agent (as agent for the Sellers), or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long maintain as no Event agent of Default has occurred and is continuingthe Sellers, the foregoing requirements information described in sub-clauses this USActive 5531664.18 -69- paragraph and permit the Administrative Agent (ias agent for the Sellers) through to review such information as reasonably needed for the Administrative Agent (iiias agent for the Sellers) to comply with its obligations under this Repurchase Agreement or under any applicable Requirement of the preceding sentence shall also apply to Law. Each Buyer may, in connection with any other assignment or participation or proposed assignment or participation pursuant to this Section 22, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to such Buyer by or on behalf of the Sellers or any of its Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. Each Buyer of may at any time create a security interest in all or any portion of its interest rights under this Repurchase Agreement in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate favor of any Federal Reserve Bank in accordance with regulations of the foregoing which, in each case, is regularly engaged in the business Board of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) Governors of the entire interest in this Agreement, all Transactions Federal Reserve System and all Purchased Assets; provided, further, that any operating circular issued by such control and authority is transferred by Buyer in full (without Buyer retaining any Federal Reserve Bank. No such control or authority) and assignment shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to release the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or saleassigning buyer from its obligations hereunder.

Non-Assignability. (a) Subject This Agreement will inure to Article 17(b) below, Seller the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not assign be assigned by any of its rights or obligations under this Agreement party hereto without the express prior written consent of Buyer the other parties, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer shall such consents, will be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign with respect to any Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (other than a Prohibited Transferee; provideda) such Securityholder making such Transfer shall, however, that Buyer shall not be subject prior to such limitation if an Event Transfer, furnish to the Company written notice of Default has occurred the name and is continuingaddress of such transferee, and (b)(i) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assetscase of any Transfer from XXXX or Xxxx Strategic, (A) if such Person acquires a majority of the Common Stock beneficially owned by XXXX or any other interest of Buyer under this Agreement; providedXxxx Strategic respectively, howeverXXXX or Xxxx Strategic, thatas the case may be, upon Seller’s prior written consent, Buyer may sell shall have the right to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee such Person all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement of XXXX or any other Transaction DocumentXxxx Strategic, (ii) Seller shall not be obligated to deal with any Person other than Buyeras the case may be, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transfereehereunder, (B) is if such Person acquires less than a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any majority of the foregoing whichCommon Stock beneficially owned by XXXX or Xxxx Strategic, in each case, is regularly engaged in such Person shall assume and be entitled to all of the business rights and obligations of owning commercial real estate loans or operating commercial real estate propertiesa XXXX Holder under Article III hereof, and (C) has acquired in any case, such Person shall execute and deliver to the Company an interest equal Assumption Agreement and assume and be entitled to or greater than twenty-five percent (25%) all of the entire interest rights and obligations of a Holder hereunder, (ii) in the case of an assignment by XXXX of its rights pursuant to Section 2.2 hereto, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof and shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and follow- ing such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, (iv) in the case of any Transfer from a Note Investor Party, such Person shall assume and be entitled to all Transactions of the rights and all Purchased Assets; provided, further, that such control obligations of a Note Investor Party hereunder and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) execute and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything deliver to the contrary contained hereinCompany an Assumption Agreement, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights (v) in the Purchased Assets or case of any other interest Transfer from an Other Non-Management Party, such Person shall assume and be entitled to all of Buyer under this the rights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments(vi) in the case of any Transfer from a Management Party, supplements such Person shall assume and other modifications to, this Agreement in order be entitled to give effect all of the rights and obligations of a Management Party hereunder and execute and deliver to such assignment, transfer or salethe Company an Assumption Agreement.

Non-Assignability. (a) Subject to Article 17(b19(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and voidvoid ab initio. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing)Seller, sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, provided that, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and Transferee shall only be held by one such Assignee (and not multiple Assignees)an Eligible Assignee. Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree agrees to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and all other Transaction Documents in order to give effect to such assignment, transfer or sale. Seller in no event shall be required to make payments under Article 14 to any Transferee (other than an Assignee for an assignment made pursuant to Article 14(l)) in excess of the payments Seller would have been required to make to Buyer under Article 14 if no assignment or grant of a participation to the Transferee had occurred. For avoidance of doubt, Seller shall not have any obligations under Article 14(f) or 14(i) in respect of a Participant unless the Participant agrees to comply with Article 14(j) in the same manner as if it was an Assignee.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by any Seller without the prior written consent of Buyer the Buyer. Subject to the foregoing, this Repurchase Agreement and any attempt by Seller Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, and with respect to Buyer, other than the Security Trustee and Buyer’s investment manager, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may from time to time assign any all or a portion of its rights or and obligations under this Repurchase Agreement without and the prior Repurchase Documents; provided, however that Buyer, as agent for the Sellers, shall maintain, for review by the Sellers upon written consent request, a register of assignees (the “Register”) and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; and provided, further, that there shall not be more than five (5) “Buyers” hereunder at any one time. Upon such assignment, (a) such assignee shall be a party hereto and to each Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall be null and voidcontinue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may, without consent may distribute to any prospective assignee any document or other information delivered to Buyer by any Seller. The Buyer may sell participations to one or more Persons in or to all or a portion of Seller (other than with respect to a Prohibited Transfereeits rights and obligations under this Repurchase Agreement; provided, however, that (i) the Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall not remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 7, each participant of the Buyer shall be subject entitled to the additional compensation and other rights and protections afforded the Buyer under Section 7 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreementparticipant. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 22, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to any Seller or any of its subsidiaries or to any aspect of the transactions that has been furnished to the Buyer by or on behalf of any Seller or any of its subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. The Buyer may at any time and from time to time, assign to any Person (other than create a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) security interest in all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, agreement 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 release the assigning buyer from its obligations hereunder. In the event the Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee assigns all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuingagreement, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor parties hereto agree to cooperate with Buyer negotiate in connection with any such assignment, transfer or sale of participating interest and good faith an amendment to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement agreement to add agency provisions similar to those included in order to give effect to such assignment, transfer or salerepurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by either Seller without the prior written consent of Buyer Buyer. Subject to the foregoing, this Repurchase Agreement and any attempt by Seller Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may from time to time assign any all or a portion of its rights or and obligations under this Repurchase Agreement without and the prior Repurchase Documents; provided, however that Buyer shall maintain, for review by the Sellers upon written consent request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; and provided, further, that there shall not be more than five (5) “Buyers” hereunder at any one time. Upon such assignment, (a) such assignee shall be a party hereto and to each Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall be null and voidcontinue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may, without consent may distribute to any prospective assignee any document or other information delivered to Buyer by a Seller. The Buyer may sell participations to one or more Persons in or to all or a portion of Seller (other than with respect to a Prohibited Transfereeits rights and obligations under this Repurchase Agreement; provided, however, that (i) the Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall not remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 8, each participant of the Buyer shall be subject entitled to the additional compensation and other rights and protections afforded the Buyer under Section 8 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreementparticipant. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 22, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of their Subsidiaries or to any aspect of the transactions that has been furnished to the buyer by or on behalf of the Sellers or any of its Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this agreement. The Buyer may at any time and from time to time, assign to any Person (other than create a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) security interest in all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, agreement 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 release the assigning buyer from its obligations hereunder. In the event the Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee assigns all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuingagreement, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor parties hereto agree to cooperate with Buyer negotiate in connection with any such assignment, transfer or sale of participating interest and good faith an amendment to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement agreement to add agency provisions similar to those included in order to give effect to such assignment, transfer or salerepurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. To the extent that any Commitment, claim or other Asset intended to be assigned to Purchaser or from which Purchaser is intended to receive benefits or obligations hereunder is not assignable without the consent of another Person, and such consent is not obtained by Closing, this Agreement shall not constitute an assignment or an attempted assignment thereof to Purchaser or an assumption of Sellers' obligations thereunder by Purchaser if such assignment or attempted assignment and assumption would constitute a breach thereof. If any such consent or assignment cannot be obtained, then the Seller or the Company party to, or who owns, the relevant Commitment, claim or other Asset intended to be assigned to Purchaser or from which Purchaser is intended to receive benefits or obligations thereunder shall be deemed to hold the benefit of that Commitment, claim or other Asset in trust for the Purchaser, and the Purchaser shall (aif sub-contracting or agency is permissible under the relevant Commitment, claim or other Asset) Subject as Seller's sub-contractor or agent perform on behalf of Seller (but at the Purchaser's expense) all the obligations of Seller under such Commitment, claim or other Asset; and the Purchaser shall indemnify such Seller against all costs, expenses or Liabilities incurred by such Seller as a result of any act, neglect, default or omission on the part of the Purchaser to Article 17(b) belowperform or comply with any such obligation of such Seller. Such Seller shall, at the Purchaser's expense, do all such acts and things as the Purchaser may reasonably request to enable performance of the relevant Commitment, claim or other Asset and to provide the Purchaser with the benefit of the relevant Commitment, claim or other Asset (including the enforcement of any right of such Seller may against the other party to the relevant Commitment, claim or other Asset). Such Seller shall account to the Purchaser for all monies, goods or other benefits received by Seller under the relevant Commitment, claim or other Asset in respect of the period after the Closing Date as soon as reasonably practicable after receipt. Provided Purchaser is not assign in breach of this Section 5.1, such Seller shall not agree to any amendment or termination of the relevant Commitment, claim or other Asset or any waiver by Seller of its rights under the relevant Commitment, claim or obligations under this Agreement other Asset without the prior written consent of Buyer and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s Purchaser's prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller which shall not be obligated to deal with any Person other than Buyer, unreasonably withheld or delayed. In the event of a direct conflict between this Section 5.1(B) and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) Article VI of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this UK Business Transfer Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (ithis Section 5.1(B) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or salecontrol.

Non-Assignability. (a) Subject This Agreement will inure to Article 17(b) below, Seller the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not assign be assigned by any of its rights or obligations under this Agreement party hereto without the express prior written consent of Buyer the other parties, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer shall such consents, will be null and void. Buyer may; PROVIDED, without consent of Seller (other than HOWEVER, that with respect to a Prohibited Transferee; providedany Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, however, that Buyer shall not be subject prior to such limitation if an Event Transfer, furnish to the Company written notice of Default has occurred the name and is continuing)address of such transferee, sell to one or more banks, financial institutions or other entities and (“Participants”b)(i) participating interests in any Transaction, its interest in the Purchased Assetscase of any Transfer from BLUM or Blum Strategic, (A) if such Person acquires a majority xx the Xxxxon Stock beneficially owned by BLUM or any other interest of Buyer under this Agreement. Buyer mayBlum Strategic respectively, at any time and from time to timeBLUM or Blum Strategic, assign to any Person (other than a Prohibited Transferee; providedax xxe caxx xay be, however, that Buyer shall not be subject have the rigxx xo asxxxx to such limitation if an Event Person all of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement of BLUM or any other Transaction DocumentBlum Strategic, (ii) Seller shall not be obligated to deal with any Person other than Buyeras the case may be, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transfereehereunder, (B) is if xxxx Perxxx acquires less than a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any majority of the foregoing whichCommon Stock beneficially owned by BLUM or Blum Strategic, in each case, is regularly engaged in such Person shall assume and be entitlxx xo alx xx the business rights and obligations of owning commercial real estate loans or operating commercial real estate propertiesa BLUM Holder under Article III hereof, and (C) has acquired in any case, sucx Xxrson shall execute and deliver to the Company an interest equal Assumption Agreement and assume and be entitled to or greater than twenty-five percent (25%) all of the entire interest rights and obligations of a Holder hereunder, (ii) in the case of an assignment by BLUM of its rights pursuant to Section 2.2 hereto, such assignxx xr assignees shall assume and be entitled to all of the rights and obligations of a BLUM Holder under Article III hereof and shall execute and delxxxx to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, (iv) in the case of any Transfer from a Note Investor Party, such Person shall assume and be entitled to all Transactions of the rights and all Purchased Assets; provided, further, that such control obligations of a Note Investor Party hereunder and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) execute and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything deliver to the contrary contained hereinCompany an Assumption Agreement, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights (v) in the Purchased Assets or case of any other interest Transfer from an Other Non-Management Party, such Person shall assume and be entitled to all of Buyer under this the rights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments(vi) in the case of any Transfer from a Management Party, supplements such Person shall assume and other modifications to, this Agreement in order be entitled to give effect all of the rights and obligations of a Management Party hereunder and execute and deliver to such assignment, transfer or salethe Company an Assumption Agreement.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by any Seller without the prior written consent of Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may (with the consent of the Sellers which consent shall not be unreasonably withheld, and provided, that upon the occurrence and continuation of an Event of Default, or in connection with an assignment by the Buyer to an Affiliate of the Buyer, no such Seller consent shall be required) from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents; pursuant to an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment and recordation of such assignment in the Register, as described below, (a) such assignee shall be a party hereto and to each Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any attempt prospective assignee any document or other information delivered to Buyer by Seller Sellers. Subject to assign any acceptance and recording thereof pursuant to the following paragraph of its this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of Buyer under this Repurchase Agreement. Any assignment or transfer by Buyer of rights or obligations under this Repurchase Agreement without the prior written consent of Buyer that does not comply with this Section 21 shall be null treated for purposes of this Repurchase Agreement as a sale by such Buyer of a participation in such rights and voidobligations in accordance with the following paragraph of this Section. The Sellers shall maintain a register (the “Register”) on which it will record the Buyer’s rights hereunder, and each Assignment and Acceptance and participation. The Register shall include the names and addresses of Buyers (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned. Failure to make any such recordation, or any error in such recordation shall not affect the Sellers’ obligations in respect of such rights. If Buyer maysells a participation in its rights hereunder, without consent it shall provide Sellers, or maintain as agent of Seller (other than Sellers, the information described in this paragraph and permit Sellers to review such information as reasonably needed for Sellers to comply with respect its obligations under this Repurchase Agreement or under any applicable Requirement of Law. The Buyer may sell participations to one or more Persons in or to all or a Prohibited Transfereeportion of its rights and obligations under this Repurchase Agreement; provided, however, that (i) the Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall not be subject remain solely responsible to the other parties hereto for the performance of such limitation if an Event of Default has occurred obligations; and is continuing), sell (iii) the Sellers shall continue to one or more banks, financial institutions or other entities (“Participants”) participating interests deal solely and directly with the Buyer in any Transaction, its interest in connection with the Purchased Assets, or any other interest of Buyer Buyer’s rights and obligations under this AgreementRepurchase Agreement and the other Repurchase Documents, except as provided in Section 7. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of their respective Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or on behalf of the Sellers or any of their respective Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. The Buyer may at any time and from time to time, assign to any Person (other than create a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) security interest in all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Repurchase Agreement 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 release the assigning Buyer may sell to a Prohibited Transferee participating interests in any Transaction, from its interest in obligations hereunder. In the Purchased Asset or any other interest of event the Buyer under this Agreement, or assign to any Prohibited Transferee assigns all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuingRepurchase Agreement, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor parties hereto agree to cooperate with Buyer negotiate in connection with any such assignment, transfer or sale of participating interest and good faith an amendment to enter into such restatements of, and amendments, supplements and other modifications to, this Repurchase Agreement to add agency provisions similar to those included in order to give effect to such assignment, transfer or salerepurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by the Seller without the prior written consent of Buyer Buyer. Subject to the foregoing, this Repurchase Agreement and any attempt by Seller Transactions shall be binding upon and shall inure to assign the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of its rights any legal or obligations equitable right, power, remedy or claim under this Agreement without Repurchase Agreement. Subject to the prior written consent approval of Buyer shall be null and void. Buyer may, without consent of the Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer which approval shall not be subject to unreasonably withheld, provided that such limitation approval shall not be required if an Event of Default has shall have occurred and is continuingcontinuing or if Buyer assigns to an Affiliate of Buyer), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and may from time to time, time assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Repurchase Agreement and the Repurchase Documents pursuant to an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or any other Transaction Documentportion of such rights and obligations assigned. Upon such assignment, (iia) Seller such assignee shall not be obligated a party hereto and to deal with any Person other than Buyereach Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (iiib) Seller shall not be charged forBuyer shall, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any the extent that such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) have been so assigned by it be released from its obligations hereunder and under the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged Repurchase Documents. Unless otherwise stated in the business of owning commercial real estate loans or operating commercial real estate propertiesAssignment and Acceptance, and (C) has acquired an interest equal the Seller shall continue to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred take directions solely from Buyer unless otherwise notified by Buyer in full (without writing. Buyer retaining may distribute to any such control prospective assignee any document or authority) other information delivered to Buyer by Seller. Subject to acceptance and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything recording thereof pursuant to the contrary contained hereinfollowing paragraph of this Section, from and after the preceding sentence effective date specified in each Assignment and Acceptance the assignee thereunder shall not apply be a party hereto and, to any assignmentsthe extent of the interest assigned by such Assignment and Acceptance, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s have the rights in the Purchased Assets or any other interest and obligations of Buyer under this Repurchase Agreement. Each Any assignment or transfer by Buyer of Seller rights or obligations under this Repurchase Agreement that does not comply with this Section 21 shall be treated for purposes of this Repurchase Agreement as a sale by such Buyer of a participation in such rights and Guarantor agree to cooperate obligations in accordance with Buyer in connection with any such assignmentthe following paragraph of this Section. The Buyer, transfer or sale of participating interest and to enter into such restatements ofas agent for the Seller, shall maintain a register (the “Register”) on which it will record the Buyer’s rights hereunder, and amendments, supplements each Assignment and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale.Acceptance and

Non-Assignability. (a) Subject to Article 17(b) belowWithout any requirements for further consent of the Sellers, Seller the Buyer may not assign any or all of its rights or and obligations under this Agreement without the Repurchase Documents to its own Affiliates, and with the prior written consent of Buyer and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written Sellers, which consent of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall will not be subject to such limitation unreasonably withheld, conditioned or delayed (provided that if an Event of Default has occurred that the Buyer has not declared in writing to have been cured or waived, then no such consent will be required) and is continuingat no cost to the Sellers or the Buyer, the Buyer may assign any or all of its rights and obligations under the Repurchase Documents to any Eligible Assignee; provided that (1) no such assignment to any Eligible Assignee shall result in a buyer’s having a Maximum Committed Purchase Price of less than Ten Million Dollars ($10,000,000), (2) no such consent shall result in there being more than a total of ten (10) buyers (a participant is not a buyer), and (3) each such assignment shall be substantially in the form of Exhibit O, with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the Eligible Assignee (“Assignment and Acceptance”). The Sellers agree that, as to any assignment to any Affiliate of Buyer or if the Sellers consent to any such assignment to an Eligible Assignee, the Sellers will cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process to the extent that the Sellers incur no cost or expense that is not paid by the assigning Buyer. Upon such assignment, the assignee shall be a buyer for all purposes under this Repurchase Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Mortgage Loan and its security, the assignor shall be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the Maximum Committed Purchase Price shall be adjusted appropriately, and the parties agree to execute an appropriate amendment to this Repurchase Agreement. If any interest in this Agreement is so transferred to any Person that is organized under the laws of any jurisdiction other than the United States of America or any State thereof, the Buyer shall cause such Person, concurrently with the effectiveness of such transfer, (i) to represent to the Buyer (for the benefit of the Buyer and the Sellers) that under applicable laws no taxes will be required to be withheld by the Sellers or the Buyer with respect to any payments to be made to such Person under this Agreement, (ii) to furnish to each of the Buyer and the Sellers two duly completed copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Person claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the Buyer and the Sellers) to provide the Buyer and the Sellers a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations and amendments duly executed and completed by such Person and to comply from time to time with all applicable laws with regard to such withholding tax exemption. Subject to acceptance and recording thereof pursuant to the following paragraph of this section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of the Buyer under this Repurchase Agreement. Any assignment or transfer by the Buyer of rights or obligations under this Repurchase Agreement that does not comply with this Section 22 shall be treated for purposes of this Repurchase Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with the following paragraph of this section. The Sellers shall maintain a register (the “Register”) on which it will record the Buyer’s rights hereunder, and each Assignment and Acceptance and participation. The Register shall include the names and addresses of the Buyer (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned. Failure to make any such recordation, or any error in such recordation shall not affect the Sellers’ obligations in respect of such rights. If the Buyer sells a participation in its rights hereunder, it shall provide the Sellers, or maintain as agent of the Sellers, the information described in this paragraph and permit the Sellers to review such information as reasonably needed for the Sellers to comply with its obligations under this Repurchase Agreement or under any applicable Requirement of Law. The Buyer may sell participations to one or more banks, financial institutions Persons in or other entities (“Participants”) participating interests in any Transaction, to all or a portion of its interest in the Purchased Assets, or any other interest of Buyer rights and obligations under this Repurchase Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that (i) the Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) the Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents except as provided in Section 7, (iv) the Buyer shall not sell any participating interest of less than Ten Million Dollars ($10,000,000), (v) the relevant participation agreement shall not permit the participant to transfer, pledge, assign, sell any subparticipation in or otherwise alienate or encumber its participation interest in the Mortgage Loan and (vi) the participant shall not have any rights to approve any amendment, modification or waiver of any Repurchase Documents, except to the extent such amendment, modification or waiver (A) extends the due date for payment of any amount in respect of Purchase Price, Price Differential or fees (other than the Custodian’s fees) under the Repurchase Documents or (B) reduces the Price Differential or the Purchase Price or fees applicable to any Transaction (except such reductions as are contemplated by this Repurchase Agreement). In those cases (if any) where a Buyer grants rights to any of its participants to approve amendments, modifications or waivers of any Repurchase Documents pursuant to the immediately preceding sentence, the Buyer must include a voting mechanism as to all such approval rights in the relevant participation agreement(s) whereby a readily-determinable fraction of such Buyer’s portion of the Transactions (whether held by such Buyer or participated) shall control the vote for the Transactions; provided, that if no such voting mechanism is provided for or is fully and immediately effective, then the vote of the Buyer itself shall be the vote for all of the Transactions. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 22, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or on behalf of the Sellers or any of their Subsidiaries; provided that such assignee or participant agrees to hold such information subject to such limitation if an Event the confidentiality provisions of Default has occurred and is continuing) (an “Assignee” and together with Participants, each this Repurchase Agreement. The Buyer may at any time create a “Transferee” and collectively, the “Transferees”) security interest in all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Agreement in favor of any Federal Reserve Bank in accordance with regulations of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning buyer from its obligations hereunder. In the event the Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee assigns all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction DocumentAgreement, (ii) Seller the parties hereto agree to negotiate in good faith an amendment to this agreement to add agency provisions similar to those included in repurchase agreements for similar syndicated repurchase facilities. The Sellers shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or incur any other Person for any costs cost or expense relating incident to any sale to a Person of any interest under this Repurchase Agreement pursuant to this Section and all such transfer, assignment or participation. As long as no Event of Default has occurred costs and is continuing, expenses shall be for the foregoing requirements in sub-clauses (i) through (iii) account of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of selling its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect Mortgage Loan to such assignment, transfer or salePerson.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by the Seller without the prior written consent of Buyer Buyer. Subject to the foregoing, this Repurchase Agreement and any attempt by Seller Transactions shall be binding upon and shall inure to assign the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of its rights any legal or obligations equitable right, power, remedy or claim under this Agreement without Repurchase Agreement. Prior to the prior written consent occurrence of Buyer shall be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing)Default, sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and may from time to time, time assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Repurchase Agreement and the Repurchase Documents to (i) an Affiliate of the Buyer without the prior consent of the Seller provided, that such Affiliate (a) is 100% owned by the Buyer and (b) has shareholder equity of at least $50,000,000; or any other Transaction Document, (ii) Seller another Person with the prior consent of Seller, which consent shall not be obligated unreasonably withheld or delayed. Upon such assignment, (a) such assignee shall be a party hereto and to deal with any Person other than Buyereach Repurchase Document to the extent of the percentage or portion set forth in the assignment and acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (iiib) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. After the occurrence and continuance of an Event of Default, Buyer may assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents to any Person without the prior consent of Seller. Unless otherwise stated in the assignment and acceptance, the Seller shall not be charged for, incur or be required continue to reimburse take directions solely from Buyer or any other Person for any costs or expense relating unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller. Subject to acceptance and recording thereof pursuant to the following paragraph of this Section, from and after the effective date specified in each assignment and acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such transferassignment and acceptance, have the rights and obligations of Buyer under this Repurchase Agreement. Any assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation transfer by Buyer of all rights or any portion obligations under this Repurchase Agreement that does not comply with this Section 21 shall be treated for purposes of its interest this Repurchase Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with the following paragraph of this AgreementSection. The Seller shall maintain a register (the "Register") on which it will record the Buyer's rights hereunder, any Transaction or any Purchased Assetand each assignment and acceptance and participation; provided, however, that the control Seller shall not be required to record any transfer on the Register of which it has not received notice, or does not have knowledge. The Register shall include the names and authority over Buyer’s addresses of Buyers (including all assignees, successors and participants). Failure to make any such recordation, or any error in such recordation shall not affect the Seller's obligations in respect of such rights. If Buyer sells a participation in its rights hereunder, it shall provide Seller, or maintain as agent of Seller, the information described in this paragraph and permit Seller to review such information as reasonably needed for Seller to comply with its obligations under this Repurchase Agreement or under any applicable law or governmental regulation or procedure. The Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations set forth in such sub-clause under this Repurchase Agreement; provided, however, that (i) the Buyer's obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the obligation of Seller shall continue to deal solely and directly with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with the Buyer's rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 7, each participant of the Buyer shall be entitled to the additional compensation and other rights and protections afforded the Buyer under Section 7 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such participant. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Seller or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or on behalf of the Seller or any of its Subsidiaries; provided that such assignmentassignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. The Buyer may at any time create a security interest in all or any portion of its rights under this Repurchase Agreement 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 release the assigning Buyer from its obligations hereunder. In the event that the Buyer assigns all or a portion of its rights and obligations under this Repurchase Agreement, transfer or sale of participating interest the parties hereto hereby agree to negotiate in good faith and use commercially reasonable efforts to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect prior to such assignment, transfer or salean amendment to this Repurchase Agreement to add agency provisions similar to those included in repurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by either Seller without the prior written consent of Buyer Buyer. Subject to the foregoing, this Repurchase Agreement and any attempt by Seller Transactions shall be binding upon and shall inure to assign the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of its rights any legal or obligations equitable right, power, remedy or claim under this Agreement without Repurchase Agreement. Buyer may from time to time with the prior written consent of Buyer the Sellers (which consent will not be unreasonably withheld (provided that such consent shall not be null and void. Buyer may, without consent of Seller (other than required with respect to an assignment to any Affiliate of the Buyer or if an Event of Default shall have occurred and is continuing)) assign all or a Prohibited Transfereeportion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents; provided, however that Buyer shall maintain, for review by the Sellers upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be a party hereto and to each Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Sellers. The Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Repurchase Agreement; provided, however, that (i) the Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall not remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Sections 6,7 and 8, each participant of the Buyer shall be subject entitled to the additional compensation and other rights and protections afforded the Buyer under Sections 6,7 and 8 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreementparticipant. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or on behalf of the Sellers or any of their Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. The Buyer may at any time and from time to time, assign to any Person (other than create a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) security interest in all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Repurchase Agreement 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 release the assigning Buyer may sell to a Prohibited Transferee participating interests in any Transaction, from its interest in obligations hereunder. In the Purchased Asset or any other interest of event the Buyer under this Agreement, or assign to any Prohibited Transferee assigns all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuingRepurchase Agreement, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor parties hereto agree to cooperate with Buyer negotiate in connection with any such assignment, transfer or sale of participating interest and good faith an amendment to enter into such restatements of, and amendments, supplements and other modifications to, this Repurchase Agreement to add agency provisions similar to those included in order to give effect to such assignment, transfer or salerepurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Agreement and under the Transaction shall not be assigned by Seller without the prior written consent of Buyer. Subject to the foregoing, this Agreement and the Transaction shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Agreement express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Buyer may from time to time, at its sole cost and any attempt by Seller to expense, assign any all or a portion of its rights or and obligations under this Agreement without and the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller (Program Agreements to any Person other than with respect to a Prohibited TransfereeCompetitor; provided, however, provided that Buyer no such restriction shall not be subject to such limitation apply if an Event of Default has occurred and is continuing); and provided further that Buyer shall act as agent for all assignees and point of contact for Seller pursuant to agency provisions to be agreed upon by Buyer, its intended assignees and Seller. Seller shall maintain a register (the “Register”) on which it will record Buyer’s rights hereunder, and each Assignment and Acceptance and participation. The Register shall include the names and addresses of Buyer (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned. Failure to make any such recordation, or any error in such recordation shall not affect Seller’s obligations in respect of such rights. If Buyer sells a participation in its rights hereunder, it shall provide Seller, or maintain as agent of Seller, the information described in this paragraph and permit Seller to review such information as reasonably needed for Seller to comply with its obligations under this Agreement or under any applicable Requirement of Law. The Buyer may sell participations to one or more banks, financial institutions Persons in or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer and obligations under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer’s obligations under this Agreement shall remain unchanged, (ii) Buyer shall retain control remain solely responsible to the other parties hereto for the performance of such obligations; and authority over its (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person other Program Agreements except as set forth provided in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple AssigneesSection 11(e). Notwithstanding anything to the contrary contained hereinThe Buyer may, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 22, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to Seller or to any aspect of the Transactions that has been furnished to Buyer by or on behalf of Seller; provided that such assignment, transfer assignee or sale participant agrees to hold such information subject to the confidentiality provisions of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or saleAgreement.

Non-Assignability. (a) Subject to Article 17(b) below, Seller may not assign any The rights and obligations of its rights or obligations the parties under this Repurchase Agreement and under any Transaction shall not be assigned by any Seller without the prior written consent of Buyer Buyer. Subject to the foregoing, this Repurchase Agreement and any attempt by Seller Transactions shall be binding upon and shall inure to assign the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of its rights any legal or obligations equitable right, power, remedy or claim under this Agreement without Repurchase Agreement. Buyer may from time to time with the prior written consent of Buyer the Sellers (which consent will not be unreasonably withheld (provided that such consent shall not be null and void. Buyer may, without consent of Seller (other than required with respect to an assignment to any Affiliate of the Buyer or if an Event of Default shall have occurred and is continuing)) assign all or a Prohibited Transfereeportion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents; provided, however that Buyer shall maintain, for review by the Sellers upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee ("Assignment and Acceptance"), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be a party hereto and to each Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Sellers. The Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Repurchase Agreement; provided, however, that (i) the Buyer's obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall not remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer's rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Sections 6,7 and 8, each participant of the Buyer shall be subject entitled to the additional compensation and other rights and protections afforded the Buyer under Sections 6,7 and 8 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreementparticipant. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or on behalf of the Sellers or any of their Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. The Buyer may at any time and from time to time, assign to any Person (other than create a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) security interest in all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Repurchase Agreement 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 release the assigning Buyer may sell to a Prohibited Transferee participating interests in any Transaction, from its interest in obligations hereunder. In the Purchased Asset or any other interest of event the Buyer under this Agreement, or assign to any Prohibited Transferee assigns all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuingRepurchase Agreement, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor parties hereto agree to cooperate with Buyer negotiate in connection with any such assignment, transfer or sale of participating interest and good faith an amendment to enter into such restatements of, and amendments, supplements and other modifications to, this Repurchase Agreement to add agency provisions similar to those included in order to give effect to such assignment, transfer or salerepurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. ‌ The rights and obligations of the parties under this Repurchase Agreement and under any Transaction shall not be assigned by the Seller without the prior written consent of Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Prior to the occurrence of an Event of Default, Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents to an Affiliate of the Buyer without the prior consent of the Seller or to another Person with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed; provided, however that Buyer shall maintain, for review by the Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be a party hereto and to each Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. After the occurrence of an Event of Default, Buyer may assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents to any Person without the prior consent of Seller. Unless otherwise stated in the Assignment and Acceptance, the Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller. Subject to Article 17(b) belowacceptance and recording thereof pursuant to the following paragraph of this Section, Seller may not assign any from and after the effective date specified in each assignment and acceptance the assignee thereunder shall be a party hereto and, to the extent of its the interest assigned by such assignment and acceptance, have the rights and obligations of Buyer under this Agreement. Any assignment or transfer by Buyer of rights or obligations under this Agreement without that does not comply with this Section 21 shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with the prior written consent following paragraph of this Section. The Seller shall maintain a register (the “Register”) on which it will record the Buyer’s rights hereunder, and each assignment and acceptance and participation. The Register shall include the names and addresses of Buyers (including all assignees, successors and participants). Failure to make any such recordation, or any error in such recordation shall not affect the Seller’s obligations in respect of such rights. If Buyer sells a participation in its rights hereunder, it shall provide Seller, or maintain as agent of Seller, the information described in this paragraph and any attempt by permit Seller to assign any of review such information as reasonably needed for Seller to comply with its rights or obligations under this Agreement without the prior written consent or under any applicable law or governmental regulation or procedure. The Buyer may sell participations to one or more Persons in or to all or a portion of Buyer shall be null its rights and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transfereeobligations under this Repurchase Agreement; provided, however, that (i) the Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall not remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 8, each participant of the Buyer shall be subject entitled to the additional compensation and other rights and protections afforded the Buyer under Section 8 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreementparticipant. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Seller or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or on behalf of the Seller or any of its Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. The Buyer may at any time and from time to time, assign to any Person (other than create a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) security interest in all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Repurchase Agreement 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 release the assigning Buyer may sell to a Prohibited Transferee participating interests in any Transaction, from its interest in obligations hereunder. In the Purchased Asset or any other interest of event the Buyer under this Agreement, or assign to any Prohibited Transferee assigns all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuingRepurchase Agreement, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor parties hereto agree to cooperate with Buyer negotiate in connection with any such assignment, transfer or sale of participating interest and good faith an amendment to enter into such restatements of, and amendments, supplements and other modifications to, this Repurchase Agreement to add Agency provisions similar to those included in order to give effect to such assignment, transfer or salerepurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. (a) Subject This Agreement will inure to Article 17(b) below, Seller the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not assign be assigned by any of its rights or obligations under this Agreement party hereto without the express prior written consent of Buyer the other parties, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer shall such consents, will be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject with respect to any -------- ------- Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, prior to such limitation if an Event Transfer, furnish to the Company written notice of Default has occurred the name and is continuing)address of such transferee, sell to one or more banks, financial institutions or other entities and (“Participants”b)(i) participating interests in any Transaction, its interest in the Purchased Assetscase of any Transfer from XXXX, or any other interest (A) if such Person acquires a majority of Buyer under this Agreement. Buyer maythe Common Stock beneficially owned by XXXX, at any time and from time XXXX shall have the right to time, assign to any such Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event all of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited TransfereeXXXX hereunder, (B) is if such Person acquires less than a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any majority of the foregoing whichCommon Stock beneficially owned by XXXX, in each case, is regularly engaged in such Person shall assume and be entitled to all of the business rights and obligations of owning commercial real estate loans or operating commercial real estate propertiesa XXXX Holder under Article III hereof, and (C) has acquired in any case, such Person shall execute and deliver to the Company an interest equal Assumption Agreement and assume and be entitled to or greater than twenty-five percent (25%) all of the entire interest rights and obligations of a Holder hereunder, (ii) in the case of an assignment by XXXX of its rights pursuant to Section 2.2 hereto, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof and shall executive and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, (iv) in the case of any Transfer from a DLJ Party, such Person shall assume and be entitled to all Transactions of the rights and all Purchased Assets; provided, further, that such control obligations of a DLJ Party hereunder and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) execute and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything deliver to the contrary contained hereinCompany an Assumption Agreement, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights (v) in the Purchased Assets or case of any other interest Transfer from an Other Non-Management Party, such Person shall assume and be entitled to all of Buyer under this the rights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments(vi) in the case of any Transfer from a Management Party, supplements such Person shall assume and other modifications to, this Agreement in order be entitled to give effect all of the rights and obligations of a Management Party hereunder and execute and deliver to such assignment, transfer or salethe Company an Assumption Agreement.

Non-Assignability. The rights and obligations of the parties under this Repurchase Agreement and under any Transaction shall not be assigned by the Seller without the prior written consent of Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Prior to the occurrence of an Event of Default, Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents to an Affiliate of the Buyer without the prior consent of the Seller or to another Person with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed; provided, however that Buyer shall maintain, for review by the Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee ("Assignment and Acceptance"), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be a party hereto and to each Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. After the occurrence of an Event of Default, Buyer may assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents to any Person without the prior consent of Seller. Unless otherwise stated in the Assignment and Acceptance, the Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller. Subject to Article 17(b) belowacceptance and recording thereof pursuant to the following paragraph of this Section, Seller may not assign any from and after the effective date specified in each assignment and acceptance the assignee thereunder shall be a party hereto and, to the extent of its the interest assigned by such assignment and acceptance, have the rights and obligations of Buyer under this Agreement. Any assignment or transfer by Buyer of rights or obligations under this Agreement without that does not comply with this Section 21 shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with the prior written consent following paragraph of this Section. The Seller shall maintain a register (the "Register") on which it will record the Buyer's rights hereunder, and each assignment and acceptance and participation. The Register shall include the names and addresses of Buyers (including all assignees, successors and participants). Failure to make any such recordation, or any error in such recordation shall not affect the Seller's obligations in respect of such rights. If Buyer sells a participation in its rights hereunder, it shall provide Seller, or maintain as agent of Seller, the information described in this paragraph and any attempt by permit Seller to assign any of review such information as reasonably needed for Seller to comply with its rights or obligations under this Agreement without the prior written consent or under any applicable law or governmental regulation or procedure. The Buyer may sell participations to one or more Persons in or to all or a portion of Buyer shall be null its rights and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transfereeobligations under this Repurchase Agreement; provided, however, that (i) the Buyer's obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall not remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer's rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 8, each participant of the Buyer shall be subject entitled to the additional compensation and other rights and protections afforded the Buyer under Section 8 to the same extent as the Buyer would have been entitled to receive them with respect to the participation sold to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreementparticipant. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Seller or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or on behalf of the Seller or any of its Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. The Buyer may at any time and from time to time, assign to any Person (other than create a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) security interest in all or any part portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Repurchase Agreement 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 release the assigning Buyer may sell to a Prohibited Transferee participating interests in any Transaction, from its interest in obligations hereunder. In the Purchased Asset or any other interest of event the Buyer under this Agreement, or assign to any Prohibited Transferee assigns all or any part a portion of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuingRepurchase Agreement, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor parties hereto agree to cooperate with Buyer negotiate in connection with any such assignment, transfer or sale of participating interest and good faith an amendment to enter into such restatements of, and amendments, supplements and other modifications to, this Repurchase Agreement to add Agency provisions similar to those included in order to give effect to such assignment, transfer or salerepurchase agreements for similar syndicated repurchase facilities.

Non-Assignability. (a) Subject to Article 17(b18(b) below, neither Seller nor Buyer may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer the other party, not to be unreasonably withheld or delayed and any attempt by Seller or Buyer to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer the other party shall be null and void. Buyer may, may upon notice to Seller and without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing)Seller, sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consentin all instances, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or act as agent for all participants in any other Transaction Documentdealings with Seller in connection with such Transactions, (ii) Buyer shall remain primarily liable for the performance of all obligations of Buyer hereunder as if Buyer had not sold a participation interest, (iii) Seller shall not be obligated to deal directly with any Person party other than BuyerBuyer in connection with such Transactions, or to pay or reimburse Buyer for any costs that would not have been incurred by Buyer had no participation interests in such Transactions been issued, and (iiiiv) Seller such participation shall not be charged for, incur or be required to reimburse Buyer or any other Person for result in any costs or expense relating taxes to any such transfer, assignment or participationSeller. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree agrees to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale.

Non-Assignability. (a) Subject This Agreement will inure to Article 17(b) below, Seller the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not assign be assigned by any of its rights or obligations under this Agreement party hereto without the express prior written consent of Buyer the other parties, and any attempt by Seller to assign any of its rights or obligations under this Agreement attempted assignment, without the prior written consent of Buyer shall such consents, will be null and void. Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing), sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign with respect to any Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (other than a Prohibited Transferee; provideda) such Securityholder making such Transfer shall, however, that Buyer shall not be subject prior to such limitation if an Event Transfer, furnish to the Company written notice of Default has occurred the name and is continuingaddress of such transferee, and (b)(i) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assetscase of any Transfer from BLUM, or any other interest (A) if such Person acquires a majority of Buyer under this Agreement; providedthe Commxx Xtock beneficially owned by BLUM, however, that, upon Seller’s prior written consent, Buyer may sell BLUM shall have the right to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its such Person xxx ox xxe rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited TransfereeBLUM hereunder, (B) is if such Person acquires less than a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any xxxxrity of the foregoing whichCommon Stock beneficially owned by BLUM, in each case, is regularly engaged in the business such Person shall assume and be entitled to all of owning commercial real estate loans or operating commercial real estate propertiesxxx rights and obligations of a BLUM Holder under Article III hereof, and (C) has acquired in any casx, xuch Person shall execute and deliver to the Company an interest equal Assumption Agreement and assume and be entitled to or greater than twenty-five percent (25%) all of the entire interest rights and obligations of a Holder hereunder, (ii) in the case of an assignment by BLUM of its rights pursuant to Section 2.2 hereto, such xxxxgnee or assignees shall assume and be entitled to all of the rights and obligations of a BLUM Holder under Article III hereof and shall execute axx xeliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, (iv) in the case of any Transfer from a DLJ Party, such Person shall assume and be entitled to all Transactions of the rights and all Purchased Assets; provided, further, that such control obligations of a DLJ Party hereunder and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) execute and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything deliver to the contrary contained hereinCompany an Assumption Agreement, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights (v) in the Purchased Assets or case of any other interest Transfer from an Other Non- Management Party, such Person shall assume and be entitled to all of Buyer under this the rights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments(vi) in the case of any Transfer from a Management Party, supplements such Person shall assume and other modifications to, this Agreement in order be entitled to give effect all of the rights and obligations of a Management Party hereunder and execute and deliver to such assignment, transfer or salethe Company an Assumption Agreement.

Non-Assignability. (a) Subject to Article 17(b19(b) below, Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer Administrative Agent, on behalf of Buyers, and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer Administrative Agent shall be null and voidvoid ab initio. Any Buyer may, without consent of Seller (other than with respect to a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing)Seller, sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of such Buyer under this Agreement. Any Buyer may, at any time and from time to time, assign to any Person (other than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights its interest in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of such Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreementprovided that, so long as no Event of Default has occurred and is continuing, (x) any such Transferee shall not be a Prohibited Transferee, (y) Seller shall continue to deal solely and directly with Administrative Agent, on behalf of Xxxxxx, in each case (i) Buyer shall retain control and authority over its connection with Administrative Agent’s rights and obligations under this Agreement or any other the Transaction Document, Documents and (ii) Seller Administrative Agent, on behalf of Xxxxxx, shall not be obligated to deal with any Person other than Buyer, and (iii) retain sole decision-making authority under the Transaction Documents. Seller shall not be charged for, incur or be required to reimburse Buyer Administrative Agent, on behalf of Buyers, or any other Person for any costs cost or expense relating to any such transfersale, assignment assignment, transfer or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree agrees to cooperate with Buyer Administrative Agent in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and all other Transaction Documents in order to give effect to such assignment, transfer or sale, all at no expense to Seller; provided, that any such amendments will not materially increase Seller’s obligations hereunder or materially adversely affect Seller’s rights hereunder.