Common use of Successors and Assigns Participations Clause in Contracts

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns as signs permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender Xxxxxx (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Lender may assign or otherwise transfer any of its rights or obligations hereunder (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (c) of this Section, or (iii) by way of pledge, assignment, or grant of a Lien subject to the restrictions of paragraph (d) of this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated herebyprovided in paragraph (c) of this Section, the IndemniteesParticipants) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time, with the consent of Borrower (such consent not to be unreasonably withheld or delayed), assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its the Commitment and the Construction Loan Advances Loans at the time owing to it); provided that: that no such consent by Borrower shall be required if (ix) except a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to an Affiliate of Lender. From and after the effective date of the assignment, the assignee shall be a party to this Agreement as a lender with respect to the interest assigned and, to the extent of the interest assigned to it, have the rights and obligations of Lender under this Agreement, and the assignor shall, to the extent of the interest assigned by it, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's assignor’s rights and obligations under this Agreement Agreement, the assignor shall cease to be a party hereto) but shall continue to be entitled to the benefits of Article III and Sections 8.04 and 8.19 with respect to facts and circumstances occurring prior to the Construction Loan Advances effective date of such assignment. (c) Lender may at any time, without the consent of or notice to Borrower, sell participations to any Person (a “Participant”) in all or a portion of Lender’s rights and/or obligations under this Agreement (including all or a portion of the Commitment assignedand/or the Loans owing to it); and provided that (i) Lender’s obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to Borrower for the performance of such obligations, and (iii) the parties Borrower shall continue to deal solely and directly with Lender in connection with Xxxxxx’s rights and obligations under this Agreement. Xxxxxxxx agrees that each assignment Participant shall execute and deliver be entitled to the Administrative Agent an Assignment benefits of Article III to the same extent as if it were a Lender and Acceptancehad acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Law, together with each Participant also shall be entitled to the benefits of Section 8.12 as though it were a processing and recordation fee Lender. (d) Notwithstanding the foregoing, Lender may at any time pledge, assign or xxxxx x Xxxx on all or any portion of $3,500its rights under this Agreement (including the Loans) to secure obligations of Lender, including without limitation any pledge, assignment or grant of a Lien to a Federal Reserve Bank; provided that no such pledge, assignment or grant of a Lien shall release Lender from any of its obligations hereunder or substitute the pledgee, assignee, or grantee for Lender as a party hereto.

Successors and Assigns Participations. (a) The provisions of Whenever in this Agreement any of the parties hereto is referred to, such reference shall be binding upon deemed to include the successors and permitted assigns of such party, and all covenants, promises and agreements by or on behalf of the Company or the Purchasers that are contained in this Agreement or any other Securities Document shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns permitted hereby, except that the Borrower may not no Note Party shall assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent Requisite Purchasers. Each Purchaser shall be null and void). Nothing in this Agreementhave the right, expressed or implied, shall be construed subject to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby andprovisions of Article IX, to the extent expressly contemplated hereby, the Indemnitees) assign or otherwise transfer its rights under this Agreement or any legal or equitable right, remedy or claim under or Notes held by reason of this Agreementit. (b) Any Lender Each Purchaser may assign from time to time on or after January 1, 2021 grant participations to one or more Eligible Assignees Persons, banks or other financial institutions in all or a portion of its the Notes; provided, however, that (i) such Purchaser’s obligations under this Agreement shall remain unchanged, (ii) such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating Persons, banks or other financial institutions shall not be a Purchaser hereunder for any purpose except, if the participation agreement so provides, for the purposes of Section 13.5 but only to the extent that the cost of such benefits to the Company does not exceed the cost which the Company would have incurred in respect of such Purchaser absent the participation, (iv) the Note Parties, the Collateral Agent and the other Purchasers shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement Agreement, (including all or v) the participation interest shall be expressed as a portion percentage of its Commitment the granting Purchaser’s Notes as it then exists and the Construction Loan Advances at the time owing to it); provided that: (i) except shall not restrict an increase in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it Notes, or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent andgranting Purchaser’s Notes, so long as no Event the amount of Default has occurred the participation interest is not affected thereby, (vi) the consent of the holder of such participation interest shall not be required for amendments or waivers of provisions of the Note Documents except as set forth in any agreement between such Purchaser and the participant governing such participation and (vii) written notice of such participation is continuing, given to the Borrower otherwise consents (Company by the participating Purchaser. Each Purchaser that grants a participation shall maintain a register on which it records the names and address of each such consent not to be unreasonably withheld or delayed); (ii) participant and the amounts of each partial assignment participant’s interest. The parties shall be made treat each Person whose name is recorded in the register as an assignment the owner of a proportionate part participation for all purposes of all the assigning Lender's rights and obligations under this Agreement with respect Agreement, notwithstanding any notice to the Construction Loan Advances or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500contrary.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any affiliate of the Fronting Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing ) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementSection. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Construction Loan Advances Loans at the time owing to it); provided that) with the prior written consent of: (iA) the Borrower (such consent not to be unreasonably withheld), provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other Person; and (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a First Priority Term Loan to a Lender, an affiliate of a Lender or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it ’s Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderLoans under any Facility, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) Commitments or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,0005,000,000 (or, in the case of the First Priority Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed)if any; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,5003,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower Company without such consent shall be null and void)) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in clause (c) of this Section) and, to the extent expressly contemplated hereby, the IndemniteesRelated Parties of each of the Administrative Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (bi) Any Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more Eligible Assignees Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, participations in Letters of Credit and the Construction Loan Advances Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Company; provided that, the Company shall be deemed to have consented to an assignment of all or a portion of the Loans and Commitments unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment; (C) each Issuing Lender; and (D) the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (iA) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Company and the Administrative Agent and, so long as otherwise consent; provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; andAgreement; (iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AcceptanceAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (iii) Subject to acceptance and recording thereof pursuant to clause (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 5.21, 5.23 and 12.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section. (iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Company, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and L/C Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Company, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section and any written consent to such assignment required by clause (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (c) Any Lender may, without the consent of, or notice to, the Company, the Administrative Agent, the Swingline Lender or the Issuing Lenders, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Company, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 12.1(b) that affects such Participant. The Company agrees that each Participant shall be entitled to the benefits of Section 5.21 and Section 5.23 (subject to the requirements and limitations therein), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.22 as if it were an assignee under clause (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 5.21 and Section 5.23, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 5.18 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the a Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Aggregate Revolving Credit Commitment and the Construction Loan Advances Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that: PROVIDED that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Aggregate Revolving Credit Commitment and the Construction Loan Advances Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Aggregate Revolving Credit Commitment (which for this purpose includes Construction Loan Advances Loans outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, 10,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayed); , (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances Loans or the Commitment assigned; and , except that this clause (ii) shall not apply to rights in respect of outstanding Swingline Loans, and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAcceptance agreement in substantially the form of EXHIBIT H (an "ASSIGNMENT AND ACCEPTANCE"), together with a processing and recordation fee of $3,5001,000. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Eligible 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.8, 4.9, 4.10, 4.11, 13.2 and 13.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the a Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Aggregate Revolving Credit Commitment and the Construction Loan Advances Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that: that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Aggregate Revolving Credit Commitment and the Construction Loan Advances Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Aggregate Revolving Credit Commitment (which for this purpose includes Construction Loan Advances Loans outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, 10,000,000 unless each of the Administrative Agent Agent, the Swingline Lender and the Issuing Lender and, so long as no Default or Event of Default has occurred and is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayed); , (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Construction Loan Advances Loans or the Commitment assigned; and , except that this clause (ii) shall not apply to rights in respect of outstanding Swingline Loans, and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance agreement in substantially the form of Exhibit H (an “Assignment and Acceptance”), together with a processing and recordation fee of $3,5001,000. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Eligible 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.8, 4.9, 4.10, 4.11, 13.2 and 13.14). Upon request, the Borrowers (at their expense) shall execute and deliver new or replacement Notes to the assigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitments (and components thereof) of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may, without the consent of, or notice to, the Borrowers, the Administrative Agent, the Swingline Lender or the Issuing Lender sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant (other than as a result of (x) waiving the applicability of any post-default increases in interest rates or (y) an amendment approved by the Required Lenders as set forth in the definition of “Applicable Percentage” following the withdrawal by S&P and/or Xxxxx’x of an Applicable Rating), (iii) permit any assignment (other than as specifically contemplated in this Agreement) of any of the Borrowers’ rights and obligations hereunder or (iv) release the Borrower from its obligations hereunder. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.8, 4.9, 4.10 and 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.3 as though it were a Lender, provided such Participant agrees to be subject to Section 4.6 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under Sections 4.8, 4.9, 4.10 or 4.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 4.11 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 4.11(e) as though it were a Foreign Lender. (f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) If the consent of the Company to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in clause (i) of the proviso to the first sentence of Section 13.9(b), the Company shall be deemed to have given its consent five Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by a Borrower prior to such fifth Business Day. (h) Notwithstanding anything to the contrary contained herein, if at any time SunTrust assigns all of its Revolving Credit Commitment and Loans pursuant to subsection (b) above, SunTrust may, (i) upon thirty (30) days’ written notice to the Company and the Lenders, resign as Issuing Lender and/or (ii) upon five (5) Business Days’ written notice to the Company, terminate the Swingline Maximum. In the event of any such resignation as Issuing Lender or termination of the Swingline Maximum, the Company shall be entitled to appoint from among the Lenders a successor Issuing Lender and/or Swingline Lender hereunder; provided that no failure by the Company to appoint any such successor shall affect the resignation of SunTrust as Issuing Lender or the termination of the Swingline Maximum, as the case may be. SunTrust shall retain all the rights and obligations of the Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund participations pursuant to Section 3.4. If SunTrust terminates the Swingline Maximum, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such termination, including the right to require the Lenders to make Base Rate Loans or fund participations in outstanding Swingline Loans pursuant to Section 2.5(b).

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500.. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 12.10, from and after the effective date specified in each Assignment and Acceptance, the Eligible 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender of the Lenders. Each of the Lenders may assign and transfer all or any part of its rights and/or obligations under this Agreement to any one or more persons (an “Assignee”) and after any attempted assignment such assignment/transfer the expression such “Lender” shall be deemed to include such assignees/transferees to the extent or their respective interests; provided that any transfer of all or part of such Lender’s obligations may only be effected if the transferee shall undertake to become bound by the Borrower without such consent terms of this Agreement and thereafter that transferee alone shall be null obliged to perform that portion of the Lender’s obligations which corresponds to its interest; Upon request, the Borrower shall execute and void)deliver any documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants to the extent provided in Section 10.06(c) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any . Subsequent to any assignment by any Lender may assign to one or more Eligible Assignees all or a portion an Assignee, such Lender will notify the Borrower of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii) the . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,500US$1,000; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Details Form. (b) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. (c) Any Lender may at any time, without acknowledgement by, or notice to, the Borrower, sell participations to any Person (other than the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement; provided that Article 77 such Lender’s and the Borrower’s obligations under this Agreement shall remain unchanged, Article 78 such Lender shall remain solely responsible to the Borrower for the performance of such obligations and Article 79 the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without an acknowledgement by the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be made to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant (provided, however, that such Lender may, without an acknowledgement by the Participant, waive the right to be paid interest at the Default Rate) or (iii) release all or substantially all of the Collateral. Subject to Section 10.06(d), the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender. (d) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is acknowledged by the Borrower in writing. (e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (f) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. (g) The Borrower and its Related Parties shall use their respective reasonable best efforts to facilitate any selling of any participation pursuant to Section 10.06(c), including by promptly providing any information requested by any Lender for the benefit of any potential Participant.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebypermitted, except that (i) unless otherwise permitted by Section 6.3 hereof, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing ) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementSection. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Term Commitments and the Construction Loan Advances Term Loans at the time owing to it); provided that) with the prior written consent of: (iA) the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Borrower shall be required for an assignment to a Lender, a depository institution affiliate of a Lender having access to discount window credit of the Federal Reserve (as defined below), or, if an Event of Default under Section 7.1(a) or (b) has occurred and is continuing, any other Person; (B) the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund; and (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it Xxxxxx’s Term Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderTerm Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) Term Commitments or Term Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 7.1(a) or (b) has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed)if any; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,5003,500 (although the Borrower shall not be responsible for the payment of the recordation fee unless the Borrower has chosen to replace a Lender pursuant to Section 2.22) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; and (D) none of the Loan Parties, their respective Affiliates, any natural person or a Defaulting Lender shall be an Assignee hereunder.

Successors and Assigns Participations. (a) The provisions of Whenever in this Agreement shall be binding upon and inure to the benefit any of the parties hereto and their respective is referred to, such reference shall be deemed to include the successors and assigns permitted herebyof such party; provided, except however, that neither the Parent nor the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each Lender (and any attempted assignment or transfer by all of the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.Lenders (b) Any Each Lender may assign to one or more Eligible Assignees all or a portion any part of any of its rights Loans, its Notes, and obligations under this Agreement (including all or a portion its share of its Commitment the Commitments and the Construction Loan Advances at Letters of Credit with the time owing to it); provided that: (i) except in the case of an assignment consent of the entire remaining amount of the assigning Lender's Commitment Borrower and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, which consent shall not be less than $5,000,000unreasonably withheld; provided that (i) no such consent by the Borrower shall be required (A) for any such assignment by any Lender to an Affiliate of such Lender or to another branch or a principal office of such Lender, unless each (B) if, at the time of the Administrative Agent andsuch assignment, so long as no an Event of Default or Possible Default has occurred and is continuing, the Borrower otherwise consents or (each C) for any such consent not assignment to be unreasonably withheld another Lender or delayed); an Affiliate of another Lender; (ii) each any such partial assignment shall be made as in an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement amount at least equal to $5,000,000, except with respect to the Construction Loan Advances or the Commitment assignedassignments from one Lender to another Lender; and and (iii) each such assignment shall be made by a Lender in such manner that the parties same portion of its Loans, its Notes, its share of the Commitments and its participation in the Letters of Credit is assigned to each the assignee. Upon execution and delivery by the assignor and the assignee to the Borrower and the Administrative Agent of an Assignment and Amendment Agreement in the form attached hereto as Exhibit E pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the share of the Commitments, the Loans and the Letters of Credit specified in such instrument, and upon consent thereto by the Administrative Agent and the Borrower (to the extent required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the share of the Commitments, the Loans and the Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Commitments, the Loans and the Letters of Credit, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the share of the Commitments and the obligations hereunder so assigned. (c) Upon its receipt of an assignment pursuant to Section 13.7(b) above duly executed by an assigning Lender and the assignee, together with the Administrative Agent's standard processing and recordation fee of $3,500, the Administrative Agent shall, if such assignment has been completed, accept such assignment. Within five business days after receipt of such notice, the Borrower, at the Borrower's own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes new Notes to the order of the assignee in an Assignment amount equal to the share of the Commitments, the Loans and Acceptancethe Letters of Credit assumed by the assignee and, together if the assigning Lender has retained a portion of the Commitments, the Loans and the Letters of Credit hereunder, new Notes to the order of the assigning Lender in an amount equal to the share of the Commitments and the Loans retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes, shall be dated the effective date of such assignment and shall otherwise be in substantially the form of Exhibits A and B hereto. Cancelled Notes shall be returned to the Borrower. (d) A Lender may sell or agree to sell to one or more other Persons (each, a "Participant") a participation in all or any part of any Loans held by it, or in its share of the Commitments and the Letters of Credit. Except as otherwise provided in the last sentence of this Section 13.7(d), no Participant shall have any rights or benefits under this Agreement or any Note or any other Collateral Documents (the Participant's rights against such Lender in respect (e) In addition to the assignments and participations permitted under the foregoing provisions of this Section 13.7, any Lender may assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (f) A Lender may furnish any information concerning the Loan Parties in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants). (g) Anything in this Section 13.7 to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its Affiliates without the prior written consent of all of the Lenders. (h) Notwithstanding anything in this Section 13.7 to the contrary, any Lender (each, a "Granting Lender") may grant to any special purpose funding vehicle, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (each, a "SPC"), the option to provide to the Borrower all or any part of any Loan that such Granting Lender otherwise would be obligated to make to the Borrower pursuant to this Agreement, provided that: (i) nothing herein shall constitute a commitment by any SPC to make any Loan; (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms of this Agreement, and such Granting Lender shall be liable hereunder generally for all acts and omissions of such SPC as if such acts and omissions were committed by such Granting Lender; (iii) the SPC shall have no rights or benefits under this Agreement or any Note or any other Collateral Documents (its rights against such Granting Lender being as set forth in any agreements between such SPC and such Granting Lender), and shall not constitute a "Lender" hereunder; (iv) all amounts payable by any Loan Party to the Granting Lender shall be determined as if such Granting Lender had not granted such option, and as if such Granting Lender were funding each of its Loans and its share of the Commitments in the same way that it is funding the portion of such Loans and its share of the Commitments in which no such option - 91 - 100 has been granted; and (v) in no event shall a Granting Lender agree with a SPC to take or refrain from taking any action hereunder or under any Note or any other Collateral Document, except that such Granting Lender may agree with the SPC that it will not, without the consent of the SPC, agree to any modification, supplement or waiver of this Section 13.7(h). The making of a Loan by a SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which will remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of the applicable SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof, in each case for any matter relating to or otherwise arising under or out of this Agreement or any Loan or other payment made (or omitted to be made) by such SPC hereunder or in connection herewith. In addition, any SPC may (1) with prior notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interest in any Loans to the applicable Granting Lender or, with the prior written consent of the Borrower and recordation fee the Administrative Agent, assign all or a portion of $3,500its interest in any Loans to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of such Loans (each, a "Credit Support Provider"), and (2) disclose, on a confidential basis only, to any rating agency or any of its Credit Support Providers, non-public information relating to the Loans supported by such Person, provided, that the applicable rating agency or Credit Support Provider agrees in writing for the benefit of the Loan Parties to keep such information confidential.

Successors and Assigns Participations. (a) The provisions of this This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective the successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its Lenders. No Credit Party's rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreementall Lenders. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights Company, Administrative Agent and obligations under this Agreement (including all or a portion of its Commitment Lenders shall deem and treat the Construction Loan Advances at the time owing to it); provided that: (i) except Persons listed as Lenders in the case of an assignment Register as the holders and owners of the entire remaining amount corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until an Assignment Agreement effecting the assigning Lender's Commitment assignment or transfer thereof shall have been delivered to and the Construction Loan Advances at the time owing to it or accepted by Administrative Agent and recorded in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined Register as of the date the Assignment and Acceptance with respect provided in Section 10.6(e). Prior to such assignment is delivered to the Administrative Agentrecordation, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement amounts owed with respect to the Construction applicable Commitment or Loan Advances shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the Commitment assigned; andtime of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (iiic) Each Lender shall have the parties right at any time to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptancesell, together with a processing and recordation fee of $3,500.assign or transfer all or

Successors and Assigns Participations. (a) The provisions of Whenever in this Agreement shall be binding upon and inure to the benefit any of the parties hereto and their respective is referred to, such reference shall be deemed to include the successors and assigns permitted herebyof such party; provided, except however, that the Borrower may shall not assign or otherwise transfer any of its rights or obligations hereunder or under any Note without the prior written consent of each Lender (all of the Banks and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementAgent. (b) Any Lender Each Bank may assign to one or more Eligible Assignees all or a portion any part of any of its rights Loans, its Notes, and obligations under this Agreement (including all or a portion its share of its the Commitment and the Construction Loan Advances at Letters of Credit with the time owing to it)consent of the Borrower and the Agent, which consent shall not be unreasonably withheld; provided that: that (i) except in no such consent by the case Borrower shall be required (A) for any such assignment by any Bank to an Affiliate of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing such Bank or to it or in the case of an assignment to a Lender another Bank or an Affiliate of a Lender another Bank, or an Approved Fund with respect to a Lender(B) if, at the aggregate amount time of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no an Event of Default or Possible Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each any such partial assignment shall be made as in an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect amount at least equal to the Construction Loan Advances or the Commitment assigned$5,000,000; and (iii) the parties to each such assignment shall execute be made by a Bank in such manner that the same portion of its Loans, its Notes, its share of the Commitment and deliver its participation in the Letters of Credit is assigned to the Administrative assignee; and (iv) the assignee, if not already a Bank, shall agree to become a party to the BAM Purchase Agreement. Upon execution and delivery by the assignor and the assignee to the Borrower and the Agent of an Assignment instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder (if not already a Bank) having the share of the Commitment, Loans and AcceptanceLetters of Credit specified in such instrument, and upon consent thereto by the Agent and the Borrower (to the extent required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Agent), the obligations, rights and benefits of a Bank hereunder holding the share of the Commitment, Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Commitment, Loans and Letters of Credit, if any, theretofore held by such assignee) and the assigning Bank shall, to the extent of such assignment, be released from the share of the Commitment, the Letters of Credit and the obligations hereunder so assigned. (c) Upon its receipt of an assignment pursuant to Section 12.7(b) above duly executed by an assigning Bank and the assignee, together with any Note subject to such assignment and a processing and recordation fee of $3,500, the Agent shall, if such assignment has been completed, accept such assignment. Within five business days after receipt of such notice, the Borrower, at the Borrower's own expense, shall execute and deliver to the Agent in exchange for each surrendered Note a new Note to the order of the assignee in an amount equal to the share of the Commitment, of the Loans and of the Letters of Credit assumed by the assignee and, if the assigning Bank has retained a portion of the Commitment, the Loans and the Letters of Credit hereunder, a new Note to the order of the assigning Bank in an amount equal to the share of the Commitment and the Loans and the Letters of Credit retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes, shall be dated the effective date of such assignment and shall otherwise be in substantially the form of Exhibit A hereto. Cancelled Notes shall be returned to the Borrower. (d) A Bank may sell or agree to sell to one or more other Persons (each, a "Participant") a participation in all or any part of any Loans held by it, or in its share of the Commitment and the Letters of Credit. Except as otherwise provided in the last sentence of this Section 12.7(d), no Participant shall have any rights or benefits under this Agreement or any Note or any other Collateral Documents (the Participant's rights against such Bank in respect of such participation to be those set forth in the agreements executed by such Bank in favor of the Participant). All amounts payable by the Borrower to any Bank under Section 2 hereof in respect of Loans held by it, and its share of the Commitment, shall be determined as if such Bank had not sold or agreed to sell any participations in such Loans and share of the Commitment, and as if such Bank were funding each of such Loans and its share of the Commitment in the same way that it is funding the portion of such Loans and its share of the Commitment in which no participations have been sold. In no event shall a Bank that sells a participation agree with the Participant to take or refrain from taking any action hereunder or under any other Collateral Document except that such Bank may agree with the Participant that it will not, without the consent of the Participant, agree to any modification, supplement or waiver hereof or of any of the other Collateral Documents to the extent that the same, under Section 12.14 hereof, requires the consent of each Bank. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.6 through 2.13 and Section 12.6 with respect to its participating interest. (e) In addition to the assignments and participations permitted under the foregoing provisions of this Section 12.7, any Bank may assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Bank from its obligations hereunder. (f) A Bank may furnish any information concerning the Borrower and its Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants). (g) Anything in this Section 12.7 to the contrary notwithstanding, except pursuant to the BAM Purchase Agreement, no Bank may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its Affiliates without the prior written consent of each Bank.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the a Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Aggregate Revolving Credit Commitment and the Construction Loan Advances Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that: that (i) except in the case -------- of an assignment of the entire remaining amount of the assigning Lender's Aggregate Revolving Credit Commitment and the Construction Loan Advances Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Aggregate Revolving Credit Commitment (which for this purpose includes Construction Loan Advances Loans outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, 10,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayed); , (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances Loans or the Commitment assigned; and , except that this clause (ii) shall not apply to rights in respect of outstanding Swingline Loans, and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance agreement in substantially the form of Exhibit I (an "Assignment and --------- -------------- Acceptance"), together with a processing and recordation fee of $3,500. Subject ---------- to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Eligible 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.8, 4.9, 4.10, 4.11, 13.2 and 13.

Successors and Assigns Participations. (a) The provisions of Whenever in this Agreement shall be binding upon and inure to the benefit any of the parties hereto and their respective is referred to, such reference shall be deemed to include the successors and assigns permitted herebyof such party; provided, except however, that neither the Borrower may not nor any of the Guarantors shall assign or otherwise transfer any of its rights or obligations hereunder or under any Note without the prior written consent of each Lender (all of the Lenders and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementAgent. (b) Any Each Lender may assign to one or more Eligible Assignees all or a portion any part of any of its rights Loans, its Notes, and obligations under this Agreement (including all or a portion its share of its the Commitment with the consent of the Borrower and the Construction Loan Advances at the time owing to it)Agent, which consent shall not be unreasonably withheld; provided that: that (i) except in no such consent by the case Borrower shall be required (A) for any such assignment by any Lender to an Affiliate of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing such Lender or to it or in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund with respect to a another Lender, or (B) if, at the aggregate amount time of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no an Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each any such partial assignment shall be made as in an assignment of a proportionate part of all the assigning Lender's rights amount at least equal to $5,000,000; and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii) the parties to each such assignment shall execute be made by a Lender in such manner that the same portion of its Loans, its Notes and deliver its share of the Commitment is assigned to the Administrative assignee. Upon execution and delivery by the assignor and the assignee to the Borrower and the Agent of an Assignment and AcceptanceAmendment Agreement, in the form attached hereto as Exhibit E, pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Commitment and Loans specified in such instrument, and upon consent thereto by the Agent and the Borrower (to the extent required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Agent), the obligations, rights and benefits of a Lender hereunder holding the share of the Commitment and Loans (or portions thereof) assigned to it (in addition to the share of the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the share of the Commitment and the obligations hereunder so assigned. (c) Upon its receipt of an Assignment and Amendment Agreement pursuant to Section 13.7(b) duly executed by an assigning Lender and the assignee, together with any Note subject to such assignment and a processing and recordation fee of $3,500, the Agent shall, if such assignment has been completed, accept such assignment. Within five business days after receipt of such notice, the Borrower, at the Borrower’s own expense, shall execute and deliver to the Agent in exchange for each surrendered Note a new Note to the order of the assignee in an amount equal to the share of the Commitment and of the Loans assumed by the assignee and, if the assigning Lender has retained a portion of the Commitment and the Loans hereunder, a new Note to the order of the assigning Lender in an amount equal to the share of the Commitment and the Loans retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes, shall be dated the effective date of such assignment and shall otherwise be in substantially the form of Exhibit A hereto. Cancelled Notes shall be returned to the Borrower. Schedule 1.1 shall be amended by each Assignment and Amendment Agreement to reflect the revised Ratable Shares of the Lenders. (d) A Lender may sell or agree to sell to one or more other Persons (each, a “Participant”) a participation in all or any part of any Loans held by it, or in its share of the Commitment. Except as otherwise provided in the last sentence of this Section 13.7(d), no Participant shall have any rights or benefits under this Agreement or any Note or any other Loan Documents (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreements executed by such Lender in favor of the Participant). All amounts payable by the Borrower to any Lender under Section 2 hereof in respect of Loans held by it, and its share of the Commitment, shall be determined as if such Lender had not sold or agreed to sell any participations in such Loans and share of the Commitment, and as if such Lender were funding each of such Loans and its share of the Commitment in the same way that it is funding the portion of such Loans and its share of the Commitment in which no participations have been sold. In no event shall a Lender that sells a participation agree with the Participant to take or refrain from taking any action hereunder or under any Loan Document except that such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to any modification, supplement or waiver hereof or of any of the Loan Documents to the extent that the same, under Section 13.14 hereof, requires the consent of each Lender. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.6 through 2.13 and Section 13.6 with respect to its participating interest. (e) In addition to the assignments and participations permitted under the foregoing provisions of this Section 13.7, any Lender may assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Lender as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender. No such assignment shall release the assigning Lender from its obligations hereunder. (f) A Lender may, subject to Section 13.19, furnish any information concerning the Consolidated Parties in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants). (g) Anything in this Section 13.7 to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its Affiliates without the prior written consent of each Lender. (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Loan Parties under this Agreement, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of this Agreement or any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to the Borrower and the Agent, but without prior consent of the Borrower or the Agent and without the payment of any processing and recordation fee, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any affiliate of the Fronting Bank that issues any Letter of Credit), except that (i) unless otherwise permitted by Section 6.3 hereof, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing ) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementSection. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Revolving Commitments and the Construction Loan Advances Loans at the time owing to it); provided that) with the prior written consent of: (iA) the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 7(a) or Section 7(f) (in the case of the Borrower only) has occurred and is continuing, any other Person; (B) the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund; (C) each Fronting Bank (such consent not to be unreasonably withheld, delayed or conditioned); and (D) the Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it ’s Revolving Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderLoans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) Revolving Commitments or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 7(a) or Section 7(f) (in the case of the Borrower only) has occurred and is continuing, the Borrower otherwise consents continuing and (each 2) such consent not to be unreasonably withheld or delayed); (ii) each partial assignment amounts shall be made as an assignment aggregated in respect of a proportionate part of all the assigning Lender's rights each Lender and obligations under this Agreement with respect to the Construction Loan Advances its affiliates or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceApproved Funds, together with a processing and recordation fee of $3,500.if any;

Successors and Assigns Participations. (aA) The provisions of this Agreement shall be binding upon Each Loan Document binds and inure inures to the benefit of the parties hereto thereto, any intended beneficiary thereof, and each of their respective successors and assigns permitted herebyassigns. No Lender may, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower, transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Borrower otherwise consents Obligation, except as specifically permitted by this SECTION 13.11. (B) Subject to the provisions of this section and in accordance with applicable Law, any Lender having a Commitment equal to or greater than $25,000,000, or if the Total Commitments have been terminated, then Notes having outstanding Principal Debt equal to or greater than $25,000,000, may, in the ordinary course of its commercial banking business, at any time sell to one or more Persons (each a "PARTICIPANT") participating interests in its portion of the Obligation; provided that (i) each such consent participation is not less than $10,000,000, (ii) except in the case of participations of Competitive Borrowings or to any of such Lender's Affiliates, Administrative Agent and, so long as no Default has occurred and is continuing, Borrower have consented to such participation, such consents not to be unreasonably withheld withheld, and (iii) after giving effect to such participation, the Lender granting such participation shall retain a Commitment of at least $15,000,000, or delayed); if the Total Commitments have been terminated, then Notes having outstanding Principal Debt of at least $15,000,000. The selling Lender shall remain a "Lender" under this Agreement (iiand the Participant shall not constitute a "Lender" under this Agreement) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and its obligations under this Agreement shall remain unchanged. The selling Lender shall remain solely responsible for the performance of its obligations under the Loan Documents and shall remain the holder of its share of the Principal Debt for all purposes under this Agreement. Borrower and Administrative Agent shall continue to deal solely and directly with the selling Lender in connection with such Lender's Rights and obligations under the Loan Documents. Participants have no Rights under the Loan Documents, other than certain voting Rights as provided below. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of SECTION 3 with respect to all participations in its part of the Construction Obligation outstanding from time to time so long as Borrower is not obligated to pay any amount in excess of the amount that would be due to such Lender under SECTION 3 calculated as though no participations have been made. No Lender may sell any participating interest under which the Participant has any Rights to approve any amendment, modification or waiver of any Loan Advances Document, except to the extent the amendment, modification or waiver extends the due date for payment of any principal, interest or fees due under the Loan Documents, reduces the interest rate or the Commitment assigned; andamount of principal or fees applicable to the Obligation (except reductions contemplated by this Agreement), or releases any guaranty or collateral, if any, for the Obligation. However, if a Participant is entitled to the benefits of SECTION 3 or a Lender grants Rights to its Participants to approve amendments to or waivers of the Loan Documents respecting the matters described in the previous sentence, then such Lender must include a voting mechanism in the relevant participation agreement whereby a majority of its portion of the Obligation (whether held by it or participated) shall control the vote for all of such Lender's portion of the Obligation. (iiiC) Subject to the parties provisions of this section, any Lender may at any time, in the ordinary course of its commercial banking business, (i) without the consent of Borrower or Administrative Agent, assign all or any part of its Rights and obligations under the Loan Documents to any of its Affiliates so long as such Affiliate is an Eligible Institution (each a "PURCHASER") and (ii) upon the prior written consent of Administrative Agent, and so long as no Default has occurred and is continuing, Borrower, such consents not to be unreasonably withheld, assign to any other Eligible Institution (each of which is also a "PURCHASER") a proportionate part (not less than $15,000,000 and an integral multiple of $1,000,000) of all or any part of its Rights and obligations under the Loan Documents; provided that (x) each such assignment shall exclude Competitive Borrowings, unless the assigning Lender is selling all of its Rights and obligations under the Loan Documents, and (y) after giving effect to such assignment, unless the assigning Lender is assigning all of its Rights and Commitments hereunder, the Lender granting such assignment shall retain a Commitment of at least $15,000,000, or if the Total Commitments have been terminated, then Notes having outstanding Principal Debt of at least $15,000,000. Notwithstanding the foregoing, each Agent shall, at all times prior to its resignation or replacement as an Agent hereunder, retain a minimum Commitment of $25,000,000, or if the Total Commitments have been terminated, then Notes having outstanding Principal Debt of at least $25,000,000. In each case, the Purchaser shall assume those Rights and obligations under an assignment agreement substantially in the form of EXHIBIT D. Upon (i) delivery of an executed copy of the assignment agreement to Borrower and Administrative Agent and (ii) payment of a fee of $3,000 from the transferor to Administrative Agent, from and after the assignment's effective date (which shall be after the date of delivery), the Purchaser shall for all purposes be a Lender party to this Agreement and shall have all the Rights and obligations of a Lender under this Agreement to the same extent as if it were an original party to this Agreement with commitments as set forth in the assignment agreement, and the transferor Lender shall be released from its obligations under this Agreement to a corresponding extent, and, except as provided in the following sentence, no further consent or action by Borrower, Lenders, or any Agent shall be required. Upon the consummation of any transfer to a Purchaser under this CLAUSE (C), the then-existing SCHEDULE 1 shall automatically be deemed to reflect the name, address, and Commitment of such Purchaser, Administrative Agent shall deliver to Borrower and Lenders an amended SCHEDULE 1 reflecting those changes, Borrower shall execute and deliver to each of the transferor Lender and the Purchaser a Revolving Credit Note in the face amount of its respective Commitment following transfer, and, upon receipt of its new Revolving Credit Note, the transferor Lender shall return to Borrower the Revolving Credit Note previously delivered to it under this Agreement. A Purchaser is subject to all the provisions in this SECTION as if it were a Lender signatory to this Agreement as of the date of this Agreement. (D) Any Lender may at any time, without the consent of Borrower or Administrative Agent an Assignment and AcceptanceAgent, together with assign all or any part of its Rights under the Loan Documents to a processing and recordation fee Federal Reserve Bank without releasing the transferor Lender from its obligations thereunder. (E) Notwithstanding any contrary provision in this Agreement, a Lender may not sell or participate any of $3,500its interests for a purchase price that, directly or indirectly, reflects a discount from face value, without first offering the sale or participation to the other Lenders on a Pro Rata basis (which must be accepted or rejected within five (5) Business Days after the offer).

Successors and Assigns Participations. (a) The provisions All covenants, promises and agreements by or on behalf of the Company or the Banks that are contained in this Agreement shall be binding upon bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns permitted hereby, except that the Borrower assigns. The Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreementhereunder. (b) Any Lender of the Banks may assign to or sell participations to one or more Eligible Assignees banks of all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment, the Advances and the Obligations of the Company owing to it and the Notes); provided, that the Company shall continue to deal solely and directly with the Agent and such assigning or selling Bank in connection with such Bank's rights and obligations under this Agreement and the other Loan Documents. Except with respect to cost protections provided to a participant pursuant to this paragraph and the items listed in Section 11.01 hereof, no participant shall be a third party beneficiary of this Agreement nor shall it be entitled to enforce any rights provided to the Banks against the Company under this Agreement. In the case of participations (but not assignments) (i) the original Bank's obligations under this Agreement (including without limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of such Loan Documents for all purposes of this Agreement, (iv) the Company, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, (v) such Bank shall continue to be able to agree to any modification or amendment of this Agreement or any waiver hereunder without the consent, approval or vote of any such participant or group of participants, other than modifications, amendments and waivers described in the proviso to Section 11.01, and (vi) except as contemplated by the immediately preceding clause (v), no participant shall be deemed to be or to have any of the rights of obligations of a "Bank" hereunder. (c) A Bank may assign to any other Bank or Banks or to any Affiliate of a Bank and, with the prior written consent of the Company and the Agent (which consent shall not be unreasonably withheld), a Bank may assign to one or more other Eligible Assignees all or a portion of its interests, rights, and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment same portion of the entire remaining amount Loans and other Obligations of the assigning Lender's Commitment and the Construction Loan Advances Company at the time owing to it or and the Note held by it); provided, however, that (i) each such assignment shall be in a minimum principal amount of not less than $5,000,000.00 and shall be of a constant, and not a varying, percentage of the assigning Bank's Commitment, its rights and obligations under this Agreement, and its share of the outstanding balance of each of the Notes, (ii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance, substantially in the form of Exhibit 11.10(c) hereto, in form and substance satisfactory to the Agent (an "Assignment and Acceptance") and any Note subject to such assignment, (iii) no assignment shall be effective until receipt by the Agent of a reasonable service fee from the Assignee Bank in respect of said assignment equal to $2,000.00, and (iv) the Assigning Bank, provided it does not assign all of its rights and obligations under this Agreement and the other Loan Documents, shall retain a minimum amount of $5,000,000.00 of the Commitment following the Assignment. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date (unless otherwise agreed to by the assigning Bank, the Eligible Assignee thereunder and the Agent) shall be at least five Business Days after the execution thereof, (x) the Eligible Assignee thereunder shall be a party hereto as a "Bank" and to the other Loan Documents and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and under the other Loan Documents and (y) the assignor Bank thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each covering all of the Administrative Agent and, so long as no Event remaining portion of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBank's rights and obligations under this Agreement and the other Loan Documents, such Bank shall cease to be a party hereto). (d) Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. (e) Notwithstanding any other provision herein, any Bank may, in connection with respect any assignment or participation or proposed assignment or participation pursuant to this section, disclose to the Construction Loan Advances assignee or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver participant or proposed assignee or participant, any information relating to the Administrative Agent an Assignment and AcceptanceCompany furnished to such Bank by or on behalf of the Company; provided, together however, that prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing for the benefit of the Company to preserve the confidentiality of any confidential information relating to the Company or any of its Subsidiaries received by it from such Bank in a manner consistent with a processing and recordation fee of $3,500Section 11.11.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebypermitted, except that (i) unless otherwise permitted by Section 6.3 hereof, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing ) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementSection. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Term Commitments and the Construction Loan Advances Term Loans at the time owing to it); provided that) with the prior written consent of: (iA) the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 7.1(a) or (b) has occurred and is continuing, any other Person; and (B) the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender’s Term Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) Term Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 7.1(a) or (b) has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed)if any; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,5003,500 (although the Borrower shall not be responsible for the payment of the recordation fee unless the Borrower has chosen to replace a Lender pursuant to Section 2.26) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; and (D) none of the Loan Parties, their respective Affiliates or any natural person shall be an Assignee hereunder.

Successors and Assigns Participations. (a) The provisions of this This Agreement shall be binding upon and shall inure to the benefit of Company, the parties hereto Agent and the Banks, and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreementassigns. (b) Any Lender may assign to one or more Eligible Assignees all or a portion The foregoing shall not authorize any assignment by Company of its rights or duties hereunder, and no such assignment shall be made (or effective) without the prior written approval of the Banks. (c) Each of the Banks may at any time and from time to time, subject to the terms and conditions hereof, grant participations (but not assignments, except as expressly permitted hereunder) in such Bank's rights and obligations hereunder and under this Agreement (including all the other Loan Documents to any commercial bank, savings and loan association, or a portion of its Commitment other similar financial institution, which institution is approved in advance in writing by Agent and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderCompany, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent approval not to be unreasonably withheld or delayed; provided, however, that the approval of Agent shall not be required for the grant of a participation by a Bank to its Affiliate, to any other Bank or to any Federal Reserve Bank. The Company authorizes each Bank to disclose to any prospective participant, once approved by Company and Agent (if such approval is required), any and all financial information in such Bank's possession concerning the Company which has been delivered to such Bank pursuant to this Agreement. A Bank shall not be permitted to assign or otherwise transfer (except by participation according to the terms hereof) its rights and obligations hereunder, except (x) to any Bank or (y) with the prior written consent of the Company (except that no such consent shall be required upon the occurrence and during the continuance of an Event of Default) and the Agent, to any other financial institution; provided that if any such assignment is of less than all of a Bank's rights and obligation hereunder, it shall be in an amount not less than $5,000,000; (d) Each assignment by a Bank of any portion of its rights and obligations hereunder and under the other Loan Documents shall be made pursuant to an Assignment Agreement substantially (as determined by Agent) in the form attached hereto as Exhibit "L" (with appropriate insertions acceptable to Agent) and shall be subject to the terms and conditions hereof, and to the following restrictions: (i) each assignment shall cover all of the Notes issued by Company hereunder, and shall be for a fixed and not varying percentage thereof, with the same percentage applicable to each such Note; (ii) each partial assignment shall be made as an assignment of all of a proportionate part of all the assigning LenderBank's rights and obligations under this Agreement with respect to the Construction Loan Advances hereunder or the Commitment assignedin a minimum amount of Five Million Dollars ($5,000,000); and (iii) the parties to each no assignment shall be effective unless Agent has received from the assignee (or from the assigning Bank) an assignment fee of $3,000 for each such assignment. In connection with any assignment, Company and Agent shall be entitled to continue to deal solely and directly with the assigning Bank in connection with the interest so assigned until (x) the Agent shall have received a notice of assignment duly executed by the assigning Bank and an Assignment Agreement (with respect thereto) duly executed by the assigning Bank and each assignee; and (y) the assigning Bank shall have delivered to the Agent the original of each Note held by the assigning Bank. From and after the date on which the Agent shall notify Company and the assigning Bank that the foregoing conditions shall have been satisfied and all consents (if any) required shall have been given, the assignee thereunder shall be deemed to be a party to this Agreement. To the extent that rights and obligations hereunder shall have been assigned to such assignee as provided in such notice of assignment (and Assignment Agreement), such assignee shall have the rights and obligations of a Bank under this Agreement (including without limitation the right to receive Fees payable hereunder in respect of the period following such assignment). In addition, the assigning Bank, to the extent that rights and obligations hereunder shall have been assigned by it as provided in such notice of assignment (and Assignment Agreement), but not otherwise, shall relinquish its rights and be released from its obligations under this Agreement. Within five (5) Business Days following Company's receipt of notice from the Agent that Agent has accepted and executed a notice of assignment and the duly executed Assignment Agreement, Company shall, to the extent applicable, execute and deliver to the Administrative Agent in exchange for any surrendered Note, new Note(s) payable to the order of the assignee in an amount equal to the amount assigned to it pursuant to such notice of assignment (and Assignment Agreement), and Acceptancewith respect to the portion of the Indebtedness retained by the assigning Bank, together to the extent applicable, a new Note payable to the order of the assigning Bank in an amount equal to the amount retained by such Bank hereunder shall be executed and delivered by the Company. Agent, the Banks and the Company acknowledge and agree that any such new Note(s) shall be given in renewal and replacement of the surrendered Notes and shall not effect or constitute a novation or discharge of the Indebtedness evidenced by any surrendered Note, and each such new Note shall contain a provision confirming such agreement. (e) Each Bank agrees that any participation agreement permitted hereunder shall comply with all applicable laws and shall be subject to the following restrictions (which shall be set forth in the applicable Participation Agreement): (i) such Bank shall remain the holder of its Notes hereunder, notwithstanding any such participation; (ii) except as expressly set forth in this Section 12.8(e) with respect to rights of setoff and the benefits of Article 3 hereof, a processing participant shall have no direct rights or remedies hereunder; (iii) a participant shall not reassign or transfer, or grant any sub-participations in its participation interest hereunder or any part thereof to any Bank other than the Bank which transferred such interest to such participant; and (iv) such Bank shall retain the sole right and recordation fee responsibility to enforce the obligations of $3,500the Company relating to the Notes and Loan Documents, including, without limitation, the right to proceed against any Guarantors, or cause Agent to do so (subject to the terms and conditions hereof), and the right to approve any amendment, modification or waiver of any provision of this Agreement without the consent of the participant, except for those matters covered by Section 12.11(a) through (g) hereof (provided that a participant may exercise approval rights over such matters only on an indirect basis, acting through such Bank, and Company, Agent and the other Banks may continue to deal directly with such Bank in connection with such Bank's rights and duties hereunder), and shall otherwise be in form satisfactory to Agent. Company agrees that each participant shall be deemed to have all rights of setoff under this Agreement in respect of its participation interest in amounts owing under this Agreement and the Loan Documents to the same extent as if the Indebtedness were owing directly to it as a Bank under this Agreement, shall be subject to the pro rata recovery provisions of Section 10.2 hereof, and that each participant shall be entitled to the benefits of Article 3 hereof. No such participation shall relieve any Bank of any of its obligations under this Agreement or any of the other Loan Documents, and all actions hereunder shall be conducted as if no such participation had been granted.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower Company without such consent shall be null and void)) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in clause (c) of this Section) and, to the extent expressly contemplated hereby, the IndemniteesRelated Parties of each of the Administrative Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (bi) Any Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more Eligible Assignees Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, participations in Letters of Credit and the Construction Loan Advances Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Company; provided that, the Company shall be deemed to have consented to an assignment of all or a portion of the Loans and Commitments unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment; (C) each Issuing Lender; and (D) the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (iA) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderassignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Company and the Administrative Agent and, so long as otherwise consent; provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's Xxxxxx’s rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; andAgreement; (iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AcceptanceAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (iii) Subject to acceptance and recording thereof pursuant to clause (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 5.21, 5.23 and 12.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section. (iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Company, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and L/C Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Company, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section and any written consent to such assignment required by clause (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (c) Any Lender may, without the consent of, or notice to, the Company, the Administrative Agent, the Swingline Lender or the Issuing Lenders, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Company, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 12.1(b) that affects such Participant. The Company agrees that each Participant shall be entitled to the benefits of Section 5.21 and Section 5.23 (subject to the requirements and limitations therein), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.22 as if it were an assignee under clause (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 5.21 and Section 5.23, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 5.18 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebypermitted, except that (i) unless otherwise permitted by Section 6.3 hereof, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing ) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementSection. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Term Commitments and the Construction Loan Advances Term Loans at the time owing to it); provided that) with the prior written consent of: (iA) the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Borrower shall be required for an assignment to a Lender, a depository institution affiliate of a Lender having access to discount window credit of the Federal Reserve (as defined below) or, if an Event of Default under Section 7.1(a) or (b) has occurred and is continuing, any other Person; (B) the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund; and (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it Xxxxxx’s Term Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderTerm Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) Term Commitments or Term Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 7.1(a) or (b) has occurred and is continuing, the Borrower otherwise consents continuing and (each 2) such consent not to be unreasonably withheld or delayed); (ii) each partial assignment amounts shall be made as an assignment aggregated in respect of a proportionate part of all the assigning Lender's rights each Lender and obligations under this Agreement with respect to the Construction Loan Advances its affiliates or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceApproved Funds, together with a processing and recordation fee of $3,500.if any;

Successors and Assigns Participations. (a) The terms and provisions of this Agreement the Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any Affiliate of the LC Issuer that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder under the Loan Documents without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void)) and (ii) no Lender may assign or otherwise transfer its rights or obligations under the Loan Documents except in accordance with this Section 12.1. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the LC Issuer that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the IndemniteesRelated Parties of each of the Agent, the LC Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement the Loan Documents (including all or a portion of its Commitment and the Construction Loan Advances Loans at the time owing to it); provided that) with the prior written consent (such consent not to be unreasonably withheld) of: (iA) except in the case Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; (B) the Agent, provided that no consent of the Agent shall be required for an assignment of all or any portion of Loan to a Lender, an Affiliate of a Lender or an Approved Fund; (C) the entire remaining amount LC Issuer, provided that no consent of the assigning LC Issuer shall be required for an assignment of all or any portion of a Loan; and (D) the Swing Line Lender's Commitment and , provided that no consent of the Construction Loan Advances at Swing Line Lender shall be required for an assignment of all or any portion of a Loan. (ii) Assignments shall be subject to the time owing to it or following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Administrative Borrower and the Agent andotherwise consent, so long as provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under the Loan Documents, provided that this Agreement with clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect to the Construction Loan Advances of its Commitments or the Commitment assigned; andLoans; (iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire.

Successors and Assigns Participations. (a) The provisions Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers, the Agent, the Floor Plan Agent or the Lenders that are contained in this Agreement shall be binding upon bind and inure to the benefit of the parties hereto and their respective successors and assigns assigns. Except as permitted herebyby Section 10.3, except that the no Borrower may not assign or otherwise transfer any of its rights or obligations Obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by all the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementLenders. (b) Any Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment same portion of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances Loans at the time owing to it and the Note held by it); provided, that (i) no such assignment shall be made unless such assignment and assignee have been approved by the Agent, the Floor Plan Agent, the Issuing Banks and the Swing Line Bank and, so long as no Event of Default exists, the Company, such approvals not to be unreasonably withheld or in delayed, provided that such approval of the case of an assignment to Company shall not be required if the assignee is a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, provided further, that the aggregate Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five Business Days after having received written notice thereof, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations to this Agreement, and be pro rata between the Acquisition Loan Commitment of such Lender and the Floor Plan Loan Commitment of such Lender, (iii) the amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall (A) be equal to the entire amount of the Commitment of the assigning Lender or (B) if not equal to the entire amount of the Commitment of the assigning Lender, in no event be less than $5,000,000 and shall be in an amount which is an integral multiple of $1,000,000; provided, for purposes of this Section 13.3(b), that the retained Commitment of the assigning Lender may not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance substantially in the form of Exhibit 13.3(b) hereto (an “Assignment and Acceptance”), together with any Note subject to such assignment and the assignor shall pay to the Agent a processing and recordation fee of $3,5003,000 payable by the Lender’s assignor thereunder, (v) the assignee shall deliver to the Agent an Administrative Questionnaire and (vi) no such assignment shall be made to (A) the Company or any of its Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or a Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof or (C) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be no later than five (5) Business Days after the execution thereof unless otherwise agreed to by the assigning Lender, the Eligible Assignee thereunder and the Agent, (x) the assignee thereunder shall become a party hereto and under the other Loan Documents and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documents and (y) the Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the Borrowers or the performance or observance by any of the Borrowers of any of their Obligations under this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements most recently delivered under Section 7.5 or Section 9.5 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such Lender’s assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee and has, to the extent required, complied with the covenants contained in Section 5.14;

Successors and Assigns Participations. (a) The provisions of Whenever in this Agreement shall be binding upon and inure to the benefit any of the parties hereto and their respective is referred to, such reference shall be deemed to include the successors and assigns permitted herebyof such party; provided, except however, that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each Lender (all of the Banks and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementAdministrative Agent. (b) Any Lender Each Bank may assign to one or more Eligible Assignees all or a portion any part of any of its rights Loans, its Notes, and obligations under this Agreement (including all or a portion its share of its Commitment the Commitments and the Construction Loan Advances at Letters of Credit with the time owing to it); provided that: (i) except in the case of an assignment consent of the entire remaining amount of the assigning Lender's Commitment Borrower and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, which consent shall not be less than $5,000,000unreasonably withheld; provided, unless each however, that (i) no such consent by the Borrower shall be required (A) for any such assignment by any Bank to an Affiliate of such Bank, (B) if, at the Administrative Agent andtime of such assignment, so long as no an Event of Default or Possible Default has occurred and is continuing, (C) in the Borrower otherwise consents case of any assignment to another branch or a principal office of a Bank, or (each D) for any such consent not assignment to be unreasonably withheld another Bank or delayed); an Affiliate of another Bank; (ii) each any such partial assignment shall be made as in an assignment of a proportionate part of all the assigning Lender's rights amount at least equal to $5,000,000; and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii) each such assignment shall be made by a Bank in such manner that the parties same portion of its Loans, its Notes, its share of the Commitments and its participation in the Letters of Credit is assigned to each the assignee. Upon execution and delivery by the assignor and the assignee to the Borrower and the Administrative Agent of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder (if not already a Bank) having the share of the Commitments, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Administrative Agent and the Borrower (to the extent required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Administrative Agent), the obligations, rights and benefits of a Bank hereunder holding the share of the Commitments, Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Commitments, Loans and Letters of Credit, if any, theretofore held by such assignee) and the assigning Bank shall, to the extent of such assignment, be released from the share of the Commitments, the Letters of Credit and the obligations hereunder so assigned. (c) Upon its receipt of an assignment pursuant to Section 12.7(b) above duly executed by an assigning Bank and the assignee, together with any Notes subject to such assignment and the Administrative Agent's standard processing and recordation fee of $3,500, the Administrative Agent shall, if such assignment has been completed, accept such assignment. Within five (5) business days after receipt of such notice, the Borrower, at the Borrower's own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes new Notes to the order of the assignee in an Assignment amount equal to the share of the Commitments, of the Loans and Acceptanceof the Letters of Credit assumed by the assignee and, together if the assigning Bank has retained a portion of the Commitments, the Loans and the Letters of Credit hereunder, new Notes to the order of the assigning Bank in an amount equal to the share of the Commitments and the Loans retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes, shall be dated the effective date of such assignment and shall otherwise be in substantially the form of Exhibit G attached hereto in the case of Revolving Notes, or Exhibit F attached hereto in the case of Term Notes. Cancelled Notes shall be returned to the Borrower. (d) A Bank may sell or agree to sell to one or more other Persons (each, a "Participant") a participation in all or any part of any Loans held by it, or in its share of the Commitments and the Letters of Credit. Except as otherwise provided in the last sentence of this Section 12.7(d), no Participant shall have any rights or benefits under this Agreement or any Note or any other Loan Documents (the Participant's rights against such Bank in respect of such participation to be those set forth in the agreements executed by such Bank in favor of the Participant). All amounts payable by the Borrower to any Bank under Section 2 hereof in respect of Loans held by it, and its share of the Commitments, shall be determined as if such Bank had not sold or agreed to sell any participations in such Loans and share of the Commitments, and as if such Bank were funding each of such Loans and its share of the Commitments in the same way that it is funding the portion of such Loans and its share of the Commitments in which no participations have been sold. In no event shall a Bank that sells a participation agree with a processing the Participant to take or refrain from taking any action hereunder or under any other Loan Document, except that such Bank may agree with the Participant that it will not, without the consent of the Participant, agree to any modification, supplement or waiver hereof or of any of the other Loan Documents to the extent that the same, under Section 12.12, requires the consent of each Bank. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.8 through and recordation fee including 2.15 and Section 12.6 with respect to its participating interest. (e) In addition to the assignments and participations permitted under the foregoing provisions of $3,500this Section 12.7, any Bank may assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Bank from its obligations hereunder. (f) A Bank may furnish any information concerning the Borrower and its Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants). (g) Anything in this Section 12.7 to the contrary notwithstanding, no Bank may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its Affiliates without the prior written consent of all of the Banks.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section 13.11, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 13.11, (and any other attempted assignment or transfer by the Borrower without such consent any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants to the extent provided in subsection (d) of this Section 13.11 and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights Rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances Note (including for purposes of this subsection (b), participations in Swing Line Loans) at the time owing to it); provided that: that (i) except for an assignment by such Lender to an Affiliate of such Lender, such Lender shall have received the prior consent of each Agent and, so long as no Default has occurred and is continuing, Borrower (each such consent not to be unreasonably withheld or delayed); (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender's ’s Commitment and the Construction Loan Advances Note at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances Principal Debt outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Administrative AgentAssignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents ; (each such consent not to be unreasonably withheld or delayed); (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights ’s Rights and obligations under this Agreement with respect to the Construction Loan Advances Notes or the Commitment assigned; and , except that this clause (iii) shall not apply to rights in respect of Swing Line Loans; (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500; and (v) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and Principal Debt at the time, the aggregate amount of the Commitments of such assigning Lender or, if the Total Commitment is not then in effect, the Principal Debt of the Notes of such assigning Lender, after giving effect to such assignment, is at least $5,000,000. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section 13.11, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s Rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.15(c) and (d), 3.17, 7.7 and 7.12 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Administrative Agent agrees to provide Borrower with copies of all Assignment and Assumption Agreements so long as no Default exists. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 13.11. (c) Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Administrative Agent’s office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Notes owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and Borrower, Administrative Agent, and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, sell participations to any Person (other than a natural person or Borrower or any of Borrower’s Affiliates or Subsidiaries ) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Notes (including such Lender’s participations in Swing Line Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrower, Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iv) the amount of each such participation shall not be less than $5,000,000; and (v) the aggregate amount of the Commitments of such Lender selling such participation or, if the Total Commitment is not then in effect, the Principal Debt of the Notes of the Lender selling such participation, after giving effect to such participation, is at least $5,000,000. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 13.9(b) that directly affects such Participant. Subject to subsection (e) of this Section 13.11, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.15(c) and (d) and 3.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 13.11. To the extent permitted by law, each Participant also agrees to be subject to Section 3.12 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under Sections 3.15(c) and (d) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.15

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender of the Lenders. Each of the Lenders may assign and transfer all or any part of its rights and/or obligations under this Agreement to any one or more persons (an “Assignee”) and after any attempted assignment such assignment/transfer the expression such “Lender” shall be deemed to include such assignees/transferees to the extent or their respective interests; provided that any transfer of all or part of such Lender’s obligations may only be effected if the transferee shall undertake to become bound by the Borrower without such consent terms of this Agreement and thereafter that transferee alone shall be null obliged to perform that portion of the Lender’s obligations which corresponds to its interest; Upon request, the Borrower shall execute and void)deliver any documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants to the extent provided in Section10.06(c) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any . Subsequent to any assignment by any Lender may assign to one or more Eligible Assignees all or a portion an Assignee, such Lender will notify the Borrower of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii) the . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee in the amount of $3,500US$1,000; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Details Form. (b) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. (c) Any Lender may at any time, without acknowledgement by, or notice to, the Borrower, sell participations to any Person (other than the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement; provided that (i) such Lender’s and the Borrower’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the Borrower for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without an acknowledgement by the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be made to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant (provided, however, that such Lender may, without an acknowledgement by the Participant, waive the right to be paid interest at the Default Rate) or (iii) release all or substantially all of the Collateral. Subject to Section10.06(d), the Borrower agrees that each Participant shall be entitled to the benefits of Section3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section10.08 as though it were a Lender. (d) A Participant shall not be entitled to receive any greater payment under Section3.01, 3.04 or 3.05 than the Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is acknowledged by the Borrower in writing. (e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (f) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. (g) The Borrower and its Related Parties shall use their respective reasonable best efforts to facilitate any selling of any participation pursuant to Section10.06(c), including by promptly providing any information requested by any Lender for the benefit of any potential Participant.

Successors and Assigns Participations. (a) The provisions of this This Agreement shall be binding upon and inure to the benefit of the parties hereto Obligors, the Lenders, the Agent, the Issuing Bank, all future holders of the Notes, and their respective successors and assigns permitted herebyassigns, except that the Borrower no Obligor may not assign or otherwise transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementLender. (b) Any Each Lender may may, with the consent of the Borrowers' Agent (which shall not be unreasonably withheld, and which shall not be necessary if an Event of Default exists) and the Agent's consent, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it and the Notes held by it); PROVIDED, HOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in no event be less than the Minimum Commitment, (iii) in the case of a partial assignment, the amount of the Commitment that is retained by the assigning Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in no event be less than the Minimum Commitment, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined) an Assignment and Acceptance, together with any Note or Notes subject to such assignment, (v) such assignment shall not, without the consent of the Borrowers' Agent, require any Obligor to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, (vi) the representation contained in SECTION 13.2 hereof shall be true with respect to any such proposed assignee, and (vii) the parties to such assignment shall deliver to the Agent a processing fee of $5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) the Lender assignor thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Obligors (or any of them) or the performance or observance by the Obligors (or any of them) of any of their obligations under this Agreement or any other Loan Document; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in SECTION 6.1(N) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such Lender assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitment Percentage of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Obligors, the Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Obligors or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes subject to such assignment, the fee described in CLAUSE (VII) of SECTION 13.1(B), and the written consent of the Agent to such assignment and, if applicable, the written consent of the Borrowers' Agent, the Agent shall, if such Assignment and Acceptance has been completed and is in the form of EXHIBIT D, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the Lenders and the Borrowers' Agent, and (iv) promptly deliver a copy of such Assignment and Acceptance to the Borrowers' Agent. Within five Business Days after receipt of notice, the Borrowers shall execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note or Notes to the order of such Eligible Assignee in amounts equal to the Commitment Percentage assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assignor Lender. Each surrendered Note or Notes shall be cancelled and returned to the Borrowers' Agent. (f) Each Lender may, without the consent of the Obligors, sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment commitments hereunder and the Construction Loan Advances at the time Loans owing to it and the Notes held by it); provided that: PROVIDED, HOWEVER, that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, participation shall be in an amount not be less than $5,000,000the Minimum Commitment, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment such Lender's obligations under this Agreement (including its commitments hereunder) shall be made as an assignment remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of a proportionate part such obligations, (iv) such Lender shall remain the holder of the Notes held by it for all purposes of this Agreement, (v) the assigning Obligors, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; PROVIDED, that such Lender may agree with any participant that such Lender will not, without such participant's consent, agree to or approve any waivers or amendments which would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the commitments of such participant, reduce the amount of any fees to which such participant is entitled, extend any scheduled payment date for principal or release Collateral securing the Loans (other than Collateral disposed of pursuant to SECTION 8.7 hereof or otherwise in accordance with the terms of this Agreement or the Security Documents), and (vi) any such disposition shall not, without the consent of the Borrowers' Agent, require any Obligor to file a registration statement with respect the Securities and Exchange Commission to apply to qualify the Loans or the Notes under the blue sky law of any state. Any Lender selling a participation to any bank or other entity that is not an Affiliate of such Lender shall give prompt notice thereof to the Construction Loan Advances or the Commitment assigned; andBorrowers' Agent. (iiig) Any Lender may, in connection with any assignment, proposed assignment, participation or proposed participation pursuant to this SECTION 13.1, disclose to the parties assignee, participant, proposed assignee or proposed participant, any information relating to the Obligors and their Subsidiaries furnished to such Lender by or on behalf of the Obligors; PROVIDED that, prior to any such disclosure, each such assignee, proposed assignee, participant or proposed participant shall agree with the Obligors or such Lender (which in the case of an agreement with only such Lender, the Obligors shall be recognized as a third party beneficiary thereof) to preserve the confidentiality of any confidential information relating to the Obligors and their Subsidiaries received from such Lender. (h) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall execute and deliver to release the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500assigning Lender from its obligations hereunder.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section 13.11, or (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 13.11 (and any other attempted assignment or transfer by the Borrower without such consent any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants to the extent provided in subsection (d) of this Section 13.11 and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights Rights and obligations under this Agreement (including all or a portion of its Commitment Term Loan and the Construction Loan Advances Note at the time owing to it); provided that: that (i) except for an assignment by such Lender to an Affiliate of such Lender, such Lender shall have received the prior consent of Administrative Agent and, so long as no Default has occurred and is continuing, Borrower (each such consent not to be unreasonably withheld or delayed); (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment ’s Term Loan and the Construction Loan Advances Note at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment Term Loan (which for this purpose includes Construction Loan Advances Principal Debt outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Administrative AgentAssignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents ; (each such consent not to be unreasonably withheld or delayed); (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights ’s Rights and obligations under this Agreement with respect to the Construction Loan Advances Notes or the Commitment Term Loan assigned; and (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500; and (v) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loan, the aggregate amount of the Term Loan of such assigning Lender, after giving effect to such assignment, is at least $5,000,000. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section 13.11, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s Rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.15(c) and (d), 3.17, 7.7 and 7.12 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Administrative Agent agrees to provide Borrower with copies of all Assignment and Assumption Agreements so long as no Default exists. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 13.11. (c) Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Administrative Agent’s office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Term Loan of, and principal amounts of the Notes owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and Borrower, Administrative Agent, and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, sell participations to any Person (other than a natural person or Borrower or any of Borrower’s Affiliates or Subsidiaries ) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan and/or the Notes; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrower, Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iv) the amount of each such participation shall not be less than $5,000,000; and (v) the aggregate amount of the Term Loan of such Lender selling such participation, after giving effect to such participation, is at least $5,000,000. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 13.9(b) that directly affects such Participant. Subject to subsection (e) of this Section 13.11, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.15(c) and (d) and 3.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 13.11. To the extent permitted by law, each Participant also agrees to be subject to Section 3.12 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under Sections 3.15(c) and (d) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.15

Successors and Assigns Participations. (a) The provisions of this This Agreement shall be binding upon and inure to the benefit of the parties hereto Borrower, the Lenders, the Agent, all future holders of the Notes, and their respective permitted successors and assigns permitted herebyassigns, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementLender. (b) Any Each Lender may may, with the consent of both the Borrower (whose consent shall not be unreasonably withheld or delayed, and whose consent shall not be required if an Event of Default exists) and the Agent, assign to one or more Eligible Assignees all or a portion of its rights, obligations, interests, or rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances Commitments or its Loans at the time owing to it or in and the case of an Notes held by it); provided, however, that (i) each such assignment to a Lender or an Affiliate shall be of a Lender or an Approved Fund with respect to constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (ii) the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender that is subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not in no event be less than $5,000,000the Minimum Commitment, unless each (a) such assigning Lender holds less than the Minimum Commitment and is assigning all of the Administrative Agent andits Commitment, so long as no or (b) such assignment is to another Lender, or (c) there is an Event of Default has occurred and is continuingunder this Agreement, (iii) in the case of a partial assignment, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment amount of a proportionate part of all the Commitment that is retained by the assigning Lender's rights Lender (determined as of the date the Assignment and obligations under this Agreement Acceptance with respect to such assignment is delivered to the Construction Loan Advances or Agent) shall in no event be less than the Commitment assigned; and Minimum Commitment, (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance, together with any Note or Notes subject to such assignment and such assignee's pro rata share of the Agent's syndication expenses, (v) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, (vi) the representation contained in Section 14.2 hereof shall be true with respect to any such proposed assignee, and (vii) the parties to such assignment shall deliver to the Agent a processing and recordation fee of $3,5005,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall, unless the Agent otherwise consents, be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) the Lender assignor thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon Each Loan Document binds and inure inures to the benefit of the parties hereto thereto, any intended beneficiary thereof, and each of their respective successors and assigns permitted herebyassigns. No Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Obligation, except that as permitted by this Section. (b) Subject to the Borrower may not assign or otherwise transfer provisions of this Section and in accordance with applicable law, any Lender may, in the ordinary course of its rights or obligations hereunder without commercial banking business, at any time upon the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, and so long as no Event of Default has occurred and is continuingor Potential Default exists, the Borrower otherwise Borrower, such consents (each such consent not to be unreasonably withheld or delayed); , sell to one (ii1) or more Eligible Assignees (each partial assignment a "Participant") participating interests in its portion of the Obligation; provided that such participation is not less than $10,000,000. The selling Lender shall be made as an assignment of remain a proportionate part of all "Lender" under this Agreement (and the assigning Participant shall not constitute a "Lender's rights " under this Agreement) and its obligations under this Agreement shall remain unchanged. The selling Lender shall remain solely responsible for the performance of its obligations under the Loan Documents and shall remain the holder of its share of the Term Loans for all purposes under this Agreement. Borrower and Administrative Agent shall continue to deal solely and directly with the selling Lender in connection with such Lender's Rights and obligations under the Loan Documents. Participants have no Rights under the Loan Documents, other than certain voting Rights as provided below. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of Section 3 with respect to all participations in its part of the Construction Obligation outstanding from time to time so long as Borrower is not obligated to pay any amount in excess of the amount that would be due to such Lender under Section 3 calculated as though no participations have been made. No Lender may sell any participating interest under which the Participant has any Rights to approve any amendment, modification, or waiver of any Loan Advances Document, except to the extent the amendment, modification, or waiver extends the due date for payment of any principal, interest, or fees due under the Loan Documents, reduces the interest rate or the Commitment assigned; andamount of principal or fees applicable to the Obligation (except reductions contemplated by this Agreement), or releases any guaranty or collateral, if any, for the Obligation. However, if a Participant is entitled to the benefits of Section 3 or a Lender grants Rights to its Participants to approve amendments to or waivers of the Loan Documents respecting the matters described in the previous sentence, then such Lender must include a voting mechanism in the relevant participation agreement whereby a majority of its portion of the Obligation (whether held by it or participated) shall control the vote for all of such Lender's portion of the Obligation. Except in the case of the sale of a participating interest to another Lender, the relevant participation agreement shall prohibit the Participant from transferring, pledging, assigning, selling participations in, or otherwise encumbering its portion of the Obligation. (iiic) Subject to the parties provisions of this Section 13.11(c), any Lender may at any time, in the ordinary course of its commercial banking business, (i) without the consent of Borrower or Administrative Agent, assign all or any part of its Rights and obligations under the Loan Documents to any of its Affiliates (each a "Purchaser"), and (ii) upon the prior written consent of Administrative Agent, and so long as no Default or Potential Default exists, Borrower, such consents not to be unreasonably withheld or delayed, assign to any Eligible Assignee (each of which is also a "Purchaser") a proportionate part (not less than $10,000,000 and an integral multiple of $5,000,000) of all or any part of its Rights and obligations under the Loan Documents; provided that unless the Lender granting such assignment is assigning all of its Term Loan and Note hereunder, after giving effect to such assignment, the Lender granting such assignment shall retain a Term Loan of at least $10,000,000. In each case, the Purchaser shall assume those Rights and obligations under an assignment agreement substantially in the form of Exhibit E. Upon (i) delivery of an executed copy of the assignment agreement to Borrower and Administrative Agent and (ii) unless waived by Administrative Agent, payment of a fee of $3,500 from the transferor to Administrative Agent, from and after the assignment's effective date (which shall be after the date of delivery), the Purchaser shall for all purposes be a Lender party to this Agreement and shall have all the Rights and obligations of a Lender under this Agreement to the same extent as if it were an original party to this Agreement with commitments as set forth in the assignment agreement, and the transferor Lender shall be released from its obligations under this Agreement to a corresponding extent, and, except as provided in the following sentence, no further consent or action by Borrower, Lenders or Administrative Agent shall be required. Upon the consummation of any transfer to a Purchaser under this Section 13.11(c), the then-existing Schedule 1 shall automatically be deemed to reflect the name, address, and Term Loan of such Purchaser, Administrative Agent shall deliver to Borrower and Lenders an amended Schedule 1 reflecting those changes, Borrower shall execute and deliver to each of the transferor Lender and the Purchaser a Note in the face amount of its respective Term Loan following transfer, and, upon receipt of its new Note, the transferor Lender shall return to Borrower the Note previously delivered to it under this Agreement. A Purchaser is subject to all the provisions in this Section as if it were a Lender signatory to this Agreement as of the date of this Agreement. (d) Any Lender may at any time, without the consent of Borrower or Administrative Agent, assign all or any part of its Rights under the Loan Documents to a Federal Reserve Bank without releasing the transferor Lender from its obligations thereunder. (e) No Lender may assign or participate all or any portion of its Rights or obligations under this Agreement to any Company or any Affiliate of any Company. (f) Notwithstanding the foregoing, Administrative Agent an Assignment and Acceptanceshall, together with at all times prior to its resignation or replacement as a processing and recordation fee Administrative Agent hereunder, retain a Term Loan having a principal balance equal to the principal balance of $3,500the largest Term Loan hereunder.

Successors and Assigns Participations. (a) The provisions of this This Agreement shall be binding upon and inure to the benefit of each Loan Party, Administrative Agent, each Lender, all future holders of the parties hereto Obligations and their respective successors and assigns permitted herebyassigns, except that the Borrower no Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementLender. (b) Any Lender may assign to Each Loan Party acknowledges that one or more Eligible Assignees all Lenders may at any time and from time to time sell participating interests in the Loans to other Persons (each such transferee or purchaser of a portion participating interest, a “Participant”); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of its such obligations and (iii) Loan Parties, Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree (other than as is already provided for herein) to any amendment, modification or waiver described in Sections 14.2(b)(i) or 14.2(b)(viii)) that affects such Participant. Each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 3.5, 3.7 and 3.9 (subject to the requirements and limitations therein, including the requirements under Sections 3.9(e)-(g) (it being understood that the documentation required under Sections 3.9(e)-(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 14.3(c); provided, that such Participant (A) agrees to be subject to the provisions of Section 3.10 as if it were an assignee under Section 14.3(c); and (B) shall not be entitled to receive any greater payment under Sections 3.5, 3.7 or 3.9, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 3.10 with respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, the entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the foregoing provisions are intended to comply with the registration requirements in United States Treasury Regulations Section 5f.103-1(c), or any successor provisions thereof, so that any payments made on a portion Loan, Note or Obligation are considered to be paid on a debt instrument issued in “registered form” pursuant to such regulations, and all parties hereto shall construe the provisions of this Agreement to ensure that the Loans, Notes or Obligations will be considered to have been so issued. For the avoidance of doubt, Administrative Agent (in its Commitment capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender, with the consent of Administrative Agent and the Construction Loan Advances at the time owing to it); provided that: Borrower (provided, that (i) except no such consent by Borrower shall be required in connection with the case of an assignment assignments with respect to the primary syndication of the entire remaining amount Loans on or prior to thirty (30th) day following the Closing Date to any Purchasing Lender previously identified to the Borrower, (ii) no such consent by Borrower shall be required if an Event of the assigning Lender's Commitment Default has occurred and the Construction Loan Advances at the time owing to it is continuing or in the case of an such assignment is to a Lender or an Affiliate of a Lender and (iii) the consent of Administrative Agent and Borrower shall not be unreasonably withheld, delayed or an Approved Fund with respect conditioned), may sell, assign or transfer all or any part of its rights and obligations under or relating to Loans under this Agreement and the other Loan Documents to one or more additional Persons and one or more additional Persons may commit to make Loans hereunder (each a “Purchasing Lender”), in minimum amounts of not less than $1,000,000, pursuant to a Loan Transfer Supplement, executed by a Purchasing Lender, the aggregate amount of the Commitment transferor Lender, Borrower (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignmentprovided, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as that no Event of Default has occurred and is continuing) and Administrative Agent and delivered to Administrative Agent for recording; provided, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) however, that each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Construction Loans under this Agreement in which such Lender has an interest. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Loan Advances or Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the Commitment assigned; and extent provided in such Loan Transfer Supplement, have the rights and obligations of a Lender thereunder with a Applicable Percentage as set forth therein, and (iiiii) the parties transferor Lender thereunder shall, to each assignment the extent provided in such Loan Transfer Supplement, be released from its obligations under this Agreement, the Loan Transfer Supplement creating a novation for that purpose. Such Loan Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Applicable Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the other Loan Documents. Each Loan Party shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing. (d) Any Lender, with the consent of Administrative Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or relating to the Loans under this Agreement and the other Loan Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively the “Transferees”), pursuant to a Loan Transfer Supplement modified as appropriate to reflect the interest being assigned (“Modified Loan Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Administrative Agent as appropriate and delivered to Administrative Agent for recording. Upon such execution and delivery, from and after the transfer effective date determined pursuant to such Modified Loan Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in such Modified Loan Transfer Supplement, have the rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Loan Transfer Supplement, be released from its obligations under this Agreement, the Modified Loan Transfer Supplement creating a novation for that purpose. Such Modified Loan Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing CLO. Each Loan Party hereby consents to the addition of such Purchasing CLO. Each Loan Party shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing. (e) Administrative Agent, acting solely for this purpose as an agent for and on behalf of the Borrower, shall maintain at its address a copy of each Loan Transfer Supplement and Modified Loan Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder. Upon the occurrence of a Collateral Event, the Administrative Agent an Assignment shall update the Register to reflect the Tranche A Term Loans and AcceptanceTranche B Term Loans as a single Class of Loans. Notwithstanding anything to the contrary in this Agreement, together the entries in the Register shall be conclusive, in the absence of manifest error, and each Loan Party, Administrative Agent and Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for the purposes of this Agreement. The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. For the avoidance of doubt, the foregoing provisions are intended to comply with the registration requirements in United States Treasury Regulations Section 5f.103-1(c), or any successor provisions thereof, so that any payments made on a processing Loan, Note or Obligation are considered to be paid on a debt instrument issued in “registered form” pursuant to such regulations, and recordation all parties hereto shall construe the provisions of this Agreement to ensure that the Loans, Notes or Obligations will be considered to have been so issued. Administrative Agent shall receive a fee in the amount of $3,5003,500 payable by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO, other than in connection with the transfer or assignments with respect to the primary syndication of the Loans.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower any Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each the Lender (and any other attempted assignment or transfer by the Borrower without such consent any Loan Party shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. . The Lender, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitments of, and principal amounts (band stated interest) Any of the Loans owing to, each Lender may assign pursuant to one the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Lender may, without the consent of, or more Eligible Assignees notice to, the Borrower, sell participations to any Person (other than a natural person) (each a "Participant") in all or a portion of its the Lender's rights and and/or obligations under this Agreement (including all or a portion of its the Revolving Credit Commitment and and/or the Construction Loan Advances at the time Loans owing to it); provided that: that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderobligations under this Agreement shall remain unchanged, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment the Lender shall be made as an assignment remain solely responsible to the Borrower for the performance of a proportionate part of all such obligations and (iii) the assigning Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that postpones any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lender hereunder or under any other Loan Document, that reduces the principal of, or the rate of interest specified herein on, any Loan or any fees payable hereunder or under any other Loan Document, except in accordance with the terms of any Loan Document. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.5 [Increased Costs] and 5.6 [Taxes] (subject to the requirements and limitations therein, including the requirements under Section 5.6.8 [Status of Lenders] (it being understood that the documentation required under Section 5.6.8 [Status of Lenders] shall be delivered to the participating Lender)) to the same extent as if it were the Lender and had acquired its interest by assignment rather than participation; provided that such Participant (A) agrees to be subject to the provisions of Sections 5.3.2; and (B) shall not be entitled to receive any greater payment under Sections 5.5 [Increased Costs] and 5.6 [Taxes] than the Lender would have been entitled to receive with respect to the Construction Loan Advances participation sold to such Participant. The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of the Commitment assignedLender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; and (iii) the parties to each provided that no such pledge or assignment shall execute release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto. If the Lender sells a participation, it shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and deliver address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that the Lender shall have no obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the Administrative Agent an Assignment extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Acceptance, together with a processing and recordation fee the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of $3,500such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebypermitted, except that (i) unless otherwise permitted by Section 6.3, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing ) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementSection. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Term Commitments and the Construction Loan Advances respective tranche of Term Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided thatthat no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 7.1(a), (b), (i) (in the case of the Borrower only) or (j) (in the case of the Borrower only) has occurred and is continuing, any other Person; and (B) the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (iA) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and ’s Term Loans of the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderrespective tranche, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) Term Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 7(a), Section 7.1(b), Section 7.1(i) (in the case of Borrower only) or Section 7(j) (in the case of the Borrower only) has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed)if any; (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,5003,500 (although the Borrower shall not be responsible for the payment of the recordation fee unless the Borrower has chosen to replace a Lender pursuant to Section 2.26) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and (D) except as provided in Section 2.28, none of the Loan Parties, their respective Affiliates or any natural person shall be an Assignee hereunder.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances Term Loans at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances Term Loans outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances Term Loans or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500.. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 12.10, from and after the effective date specified in each Assignment and

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section 13.11, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 13.11, (and any other attempted assignment or transfer by the Borrower without such consent any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants to the extent provided in subsection (d) of this Section 13.11 and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights Rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances Note (including for purposes of this subsection (b), participations in Swing Line Loans) at the time owing to it); provided that: that (i) except for an assignment by such Lender to an Affiliate of such Lender, such Lender shall have received the prior consent of each Agent and, so long as no Default has occurred and is continuing, Borrower (each such consent not to be unreasonably withheld or delayed); (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances Note at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances Principal Debt outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if "Trade Date" is specified in the Administrative AgentAssignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents ; (each such consent not to be unreasonably withheld or delayed); (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights Rights and obligations under this Agreement with respect to the Construction Loan Advances Notes or the Commitment assigned; and , except that this clause (iii) shall not apply to rights in respect of Swing Line Loans; (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500; and (v) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and Principal Debt at the time, the aggregate amount of the Commitments of such assigning Lender or, if the Total Commitment is not then in effect, the Principal Debt of the Notes of such assigning Lender, after giving effect to such assignment, is at least $5,000,000. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section 13.11, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's Rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.15(c) and (d), 3.17, 7.7 and 7.12 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Administrative Agent agrees to provide Borrower with copies of all Assignment and Assumption Agreements so long as no Default exists. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 13.11. (c) Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Administrative Agent's office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Notes owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, absent manifest error, and Borrower, Administrative Agent, and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, sell participations to any Person (other than a natural person or Borrower or any of Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Notes (including such Lender's participations in Swing Line Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrower, Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, (iv) the amount of each such participation shall not be less than $5,000,000; and (v) the aggregate amount of the Commitments of such Lender selling such participation or, if the Total Commitment is not then in effect, the Principal Debt of the Notes of the Lender selling such participation, after giving effect to such assignment, is at least $5,000,000. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 13.9(b) that directly affects such Participant. Subject to subsection (e) of this Section 13.11, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.15(c) and (d) and 3.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 13.11. To the extent permitted by law, each Participant also agrees to be subject to Section 3.12 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under Sections 3.15(c) and (d) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.15(d) unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower, to comply with Section 3.18 as though it were a Lender. (f) Any Lender may at any time pledge or assign a security interest in all or any portion of its Rights under this Agreement (including under its Note) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) As used herein, the following terms have the following meanings:

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing ) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementSection. (i) Subject to the conditions set forth in paragraph (b) Any (ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances Term Loans at the time owing to it); provided that) with the prior written consent of: (iA) the Borrower (such consent not to be unreasonably withheld), provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other Person; and (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an affiliate of a Lender or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender’s Term Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) Term Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 1,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed)if any; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,5003,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns Participations. (a) The provisions of this This Credit Agreement shall be binding upon and inure to the benefit of the parties hereto Credit Parties, the Lenders, the Administrative Agent, all future holders of the Term Loan Notes and their respective successors and assigns permitted herebyassigns, except that the Borrower Credit Parties may not assign or otherwise transfer any of its their rights or obligations hereunder under this Credit Agreement or the other Credit Documents without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementLender. (b) Any Lender may assign may, in the ordinary course and in accordance with applicable law, at any time sell to one or more Eligible Assignees banks or other entities (“Participants”) participating interests in any Loan owing to such Lender, any Term Loan Note held by such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Credit Agreement to the other parties to this Credit Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Term Loan Note for all purposes under this Credit Agreement, and the Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Term Loan Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.11 which shall be determined by a vote of the Required Lenders) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.9(b), nor any amendment of Section 2.9(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Loan or Term Loan Note, (B) a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and (C) an increase in any Commitment or Loan shall be permitted without consent of any participant if the Participant’s participation is not increased as a result thereof, (ii) release all or a portion substantially all of the Credit Parties from their obligations under the Guaranty, (iii) release all or substantially all of the Collateral, or (iv) consent to the assignment or transfer by the Company of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Company hereunder shall be determined as if such Lender had not sold such participation; provided that each Participant shall be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 9.5 with respect to its participation in the Commitments and the Loans outstanding from time to time; provided further, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. (c) Any Lender may, in accordance with applicable law, at any time, sell or assign to any Eligible Assignee, all or any part of its rights and obligations under this Credit Agreement and the Term Loan Notes in minimum amounts of $1,000,000 with respect to its Term Loans (or, if less, the entire amount of such Lender’s Term Loans), pursuant to an Assignment Agreement, executed by such Eligible Assignee and such transferor Lender, and delivered to the Administrative Agent for recording in the Register; provided that, if any Eligible Assignee fails to make any Loan required pursuant to the terms of this Credit Agreement, the applicable transferor Lender shall make such Loan pursuant to the terms hereof. Upon such execution, delivery, acceptance and recording, from and after the Transfer Closing Date specified in such Assignment Agreement, (1) the Eligible Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment Agreement, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (2) the transferor Lender thereunder shall, to the extent provided in such Assignment Agreement, be released from its obligations under this Credit Agreement (including and, in the case of an Assignment Agreement covering all or the remaining portion of a transferor Lender’s rights and obligations under this Credit Agreement, such transferor Lender shall cease to be a party hereto; provided, however, that such Lender shall continue to be entitled to any indemnification rights that expressly survive hereunder). Such Assignment Agreement shall be deemed to amend this Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Eligible Assignee and the resulting adjustment of Commitment Percentages arising from the purchase by such Eligible Assignee of all or a portion of its Commitment and the Construction Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations of such transferor Lender under this Credit Agreement with respect and the Term Loan Notes. On or prior to the Construction Loan Advances or Transfer Closing Date specified in such Assignment Agreement, the Commitment assigned; and (iii) the parties to each assignment Company, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the Term Loan Notes delivered to the Administrative Agent pursuant to such Assignment Agreement new Term Loan Notes to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment Agreement and, unless the transferor Lender has not retained a Commitment hereunder, new Term Loan Notes to the order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Such new Term Loan Notes shall be dated the Closing Date and shall otherwise be in the form of the Term Loan Notes replaced thereby. Notwithstanding anything to the contrary contained in this Section 9.6, a Lender may assign any or all of its rights under this Credit Agreement to an Affiliate or a Approved Fund of such Lender without delivering an Assignment Agreement to the Administrative Agent; provided, however, that (x) the Credit Parties and Acceptancethe Administrative Agent may continue to deal solely and directly with such assigning Lender until an Assignment Agreement has been delivered to the Administrative Agent for recordation on the Register, (y) the failure of such assigning lender to deliver an Assignment Agreement to the Administrative Agent shall not affect the legality, validity or binding effect of such assignment and (z) an Assignment Agreement between the assigning Lender an Affiliate or Approved Fund of such Lender shall be effective as of the date specified in such Assignment Agreement. (d) The Administrative Agent shall maintain at its address referred to in Section 9.2 a copy of each Assignment Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. A Loan (and the related Term Loan Note) recorded on the Register may be assigned or sold in whole or in part upon registration of such assignment or sale on the Register. The entries in the Register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Credit Agreement. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. In the case of an assignment pursuant to the last sentence of Section 9.6(c) as to which an Assignment Agreement is not delivered to the Administrative Agent, the assigning Lender shall, acting solely for this purpose as a non-fiduciary agent of the Credit Parties, maintain a comparable register on behalf of the Credit Parties. In the event that any Lender sells participations in a Loan recorded on the Register, such Lender shall maintain a register on which it enters the name of all participants in such Loans held by it (the “Participant Register”). A Loan recorded on the Register (and the registered Term Loan Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered Term Loan Note shall expressly so provide). Any participation of such Loan recorded on the Register (and the registered Term Loan Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. (e) Upon its receipt of a duly executed Assignment Agreement, together with payment to the Administrative Agent by the transferor Lender or the Eligible Assignee, as agreed between them, of a registration and processing and recordation fee of $3,5003,500 for each Eligible Assignee (other than a Eligible Assignee that is an Affiliate or Approved Fund of the transferor Lender) listed in such Assignment Agreement and the Term Loan Notes subject to such Assignment Agreement, the Administrative Agent shall (i) accept such Assignment Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the Company; provided that notwithstanding the foregoing, no such registration and processing fee shall be required pursuant to any sale, assignment or transfer by Xxxxxx Xxxxxxx Senior Funding, Inc. and/or Xxxxxxx Sachs Credit Partners L.P. Contemporaneous assignments by or to Approved Funds of a single Lender shall require the payment of only one registration and processing fee. (f) The Credit Parties authorize each Lender to disclose to any Participant or Eligible Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Credit Parties and any of their Subsidiaries which has been delivered to such Lender by or on behalf of the Credit Parties pursuant to this Credit Agreement or which has been delivered to such Lender by or on behalf of the Credit Parties in connection with such Lender’s credit evaluation of the Credit Parties and their Affiliates prior to becoming a party to this Credit Agreement, in each case subject to Section 9.15. (g) At the time of each assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Company and the Administrative Agent the appropriate Internal Revenue Service forms or any similar non U.S. forms (and, if applicable, a Tax Exempt Certificate) described in Section 2.19. (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Credit Agreement (including, without limitation, any right to payment of principal and interest under any Term Loan Note) to secure obligations of such Lender, including without limitation, (i) any pledge or assignment to secure obligations to a Federal Reserve Bank and (ii) in the case of any Lender that is a fund or trust or entity that invests in commercial bank loans in the ordinary course, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender including to any trustee for, or any other representative of, such holders; it being understood that the requirements for assignments set forth in this Section 9.6 shall not apply to any such pledge or assignment of a security interest, except with respect to any foreclosure or similar action taken by such pledgee or assignee with respect to such pledge or assignment; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto and no such pledgee or assignee shall have any voting rights under this Credit Agreement unless and until the requirements for assignments set forth in this Section 9.6 are complied with in connection with any foreclosure or similar action taken by such pledgee or assignee.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section 13.11, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 13.11, (and any other attempted assignment or transfer by the Borrower without such consent any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants to the extent provided in subsection (d) of this Section 13.11 and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights Rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances Note (including for purposes of this subsection (b), participations in Swing Line Loans) at the time owing to it); provided that: that (i) except in the case of for an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing by such Lender to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a such Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower no Obligor may not assign or otherwise transfer any of his (or her) or its rights or obligations hereunder without the prior written consent of each the Lender. The Lender may assign and transfer all or any part of its rights and/or obligations under this Agreement to any one or more persons (an “Assignee”) and after any attempted assignment such assignment/transfer the expression the “Lender” shall be deemed to include such assignees/transferees to the extent or their respective interests; provided that any transfer of all or part of the Lender’s obligations may only be effected if the transferee shall undertake to become bound by the Borrower without such consent terms of this Agreement and thereafter that transferee alone shall be null obliged to perform that portion of the Lender’s obligations which corresponds to its interest; provided further that ABN AMRO shall at all times hold not less than 50% of the aggregate principal amount of the Loans. Upon request, the Borrower shall execute and void)deliver any documents reasonably necessary or appropriate to give effect to such assignment and to provide for the administration of this Agreement after giving effect thereto. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants to the extent provided in Section 9.07(b) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. Subsequent to any assignment by the Lender to an Assignee, the Lender will notify the Borrower of such assignment. (b) Any The Lender may assign at any time, without acknowledgement by, or notice to, any Obligor, sell participations to one any Person (other than any Obligor or more Eligible Assignees any of the Obligor’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of its the Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment and and/or the Construction Loan Advances at the time owing to itLoans); provided that: that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment ’s and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lendereach Obligor’s obligations under this Agreement shall remain unchanged, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) the Lender shall remain solely responsible to the Borrower for the performance of such obligations and (iii) each partial assignment Obligor shall be made as an assignment of a proportionate part of all continue to deal solely and directly with the assigning Lender in connection with the Lender's ’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that the Lender will not, without an acknowledgement by the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be made to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant (provided, however, that the Lender may, without an acknowledgement by the Participant, waive the right to be paid interest at the Default Rate) or (iii) release all or substantially all of the Collateral. Subject to Section 9.07(c), each Obligor agrees that each Participant shall be entitled to the benefits of Section 3.01, 3.04 and 3.05 to the same extent as if it were the Lender and had acquired its interest by assignment. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.09 as though it were the Lender. (c) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the Lender would have been entitled to receive with respect to the Construction Loan Advances or participation sold to such Participant, unless the Commitment assigned; andsale of the participation to such Participant is acknowledged by the Borrower in writing. (iiid) The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of the parties to each Lender; provided that no such pledge or assignment shall execute release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto. (e) The Borrower and deliver its Related Parties shall use their respective reasonable best efforts to facilitate any selling of any participation pursuant to Section 9.07(b), including by promptly providing any information requested by the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee Lender for the benefit of $3,500any potential Participant.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 13.11, (and any other attempted assignment or transfer by the Borrower without such consent any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants to the extent provided in subsection (d) of this Section 13.11 and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights Rights and obligations under this Agreement (including all or a portion of its Commitment Term Loan and the Construction Loan Advances Note at the time owing to it); provided that: that (i) except for an assignment by such Lender to an Affiliate of such Lender, such Lender shall have received the prior consent of Administrative Agent and, so long as no Potential Default or Default has occurred and is continuing, Borrower (each such consent not to be unreasonably withheld or delayed); (ii) except in the case of an assignment of the entire remaining Amended and Restated Credit Agreement 59 amount of the assigning Lender's Commitment ’s Term Loan and the Construction Loan Advances Note at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment Term Loan (which for this purpose includes Construction Loan Advances Principal Debt outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Administrative AgentAssignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents ; (each such consent not to be unreasonably withheld or delayed); (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights ’s Rights and obligations under this Agreement with respect to the Construction Loan Advances Notes or the Commitment Term Loan assigned; and (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500; and (v) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loan, the aggregate amount of the Term Loan of such assigning Lender, after giving effect to such assignment, is at least $5,000,000. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section 13.11, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s Rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.15(c) and (d), 3.17, 7.7 and 7.12 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Administrative Agent agrees to provide Borrower with copies of all Assignment and Assumption Agreements so long as no Default exists. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 13.11. (c) Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Administrative Agent’s office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Term Loan of, and principal amounts of the Notes owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and Borrower, Administrative Agent, and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, sell participations to any Person (other than a natural person or Borrower or any of Borrower’s Affiliates or Subsidiaries ) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan and/or the Notes; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrower, Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iv) the amount of each such participation shall not be less than $5,000,000; and (v) the aggregate amount of the Term Loan of such Lender selling such participation, after giving effect to such assignment, is at least $5,000,000. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to Amended and Restated Credit Agreement 60 enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 13.9(b) that directly affects such Participant. Subject to subsection (e) of this Section 13.11, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.15(c) and (d) and 3.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 13.11. To the extent permitted by law, each Participant also agrees to be subject to Section 3.12 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under Sections 3.15(c) and (d) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.15

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances Term Loans at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances Term Loans outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances Term Loans or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any affiliate of the Fronting Bank that issues any Letter of Credit), except that (i) unless otherwise permitted by Section 6.3 hereof, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing ) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementSection. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Revolving Commitments and the Construction Loan Advances Loans at the time owing to it); provided that) with the prior written consent of: (iA) the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 7(a) or Section 7(f) (in the case of the Borrower only) has occurred and is continuing, any other Person; (B) the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund; (C) each Fronting Bank (such consent not to be unreasonably withheld, delayed or conditioned); and (D) the Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it ’s Revolving Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderLoans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) Revolving Commitments or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 7(a) or Section 7(f) (in the case of the Borrower only) has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed)if any; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,5003,500 (although the Borrower shall not be responsible for the payment of the recordation fee unless the Borrower has chosen to replace a Lender pursuant to Section 2.26 hereof) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (D) Notwithstanding anything else in this Section 9.6 to the contrary, none of the Loan Parties, their respective Affiliates or any natural person shall be an Assignee hereunder.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower (i) no Credit Party may not assign or otherwise transfer any of its rights or obligations hereunder or other any other Credit Document without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower any Credit Party without such consent shall be null and void)) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the IndemniteesRelated Parties of each of the Administrative Agent, the Collateral Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Each Lender may shall have the right at any time to sell, assign to one or more Eligible Assignees transfer all or a portion of its rights and obligations under this Agreement (Agreement, including all or a portion of its Commitment and the Construction Loan Advances at the time or Loans owing to itit or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related Lender Assignment”) upon the giving of notice to the Borrower and Administrative Agent and, for any assignment of a Term Loan Commitment or Additional Term Loan Commitment, the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” (other than a Person described in the foregoing subclause (i)) and (except in the case of assignments made by or to JPMorgan Chase Bank, N. A.) consented to by the Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of the Borrower, not required at any time during syndication of the Loans to persons identified by the Administrative Agent to the Borrower on or prior to the Restatement Effective Date or at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing, provided thatthat the Borrower shall be deemed to have consented to any proposed assignment unless the Borrower shall object within five Business Days after having received notice of the proposed assignment); and (c) Assignments shall be subject to the following additional conditions: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 500,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; andAgreement; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500; (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (d) Subject to acceptance and recording thereof pursuant to paragraph (e) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.17, 2.18, 2.19 and 10.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebypermitted, except that (i) unless otherwise permitted by Section 6.3 hereof, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and Issuing Bank (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing ) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementSection. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Construction Loan Advances Loans at the time owing to it); provided that) with the prior written consent of: (iA) the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Borrower shall be required for an assignment to a Lender, a depository institution affiliate of a Lender having access to discount window credit of the Federal Reserve (as defined below) or, if an Event of Default under Section 7.1(a) or (b) has occurred and is continuing, any other Person; (B) the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund; and (C) each Issuing Bank (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Issuing Banks shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it ’s Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderLoans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) Commitments or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 7.1(a) or (b) has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed)if any; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,5003,500 (although the Borrower shall not be responsible for the payment of the recordation fee unless the Borrower has chosen to replace a Lender pursuant to Section 2.22) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; (D) any partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to any single Class of Loans and related Commitments, except that this clause (D) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes on a non- pro rata basis; and (E) none of the Loan Parties, their respective Affiliates, any natural person or a Defaulting Lender shall be an Assignee hereunder.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the neither Borrower nor any other Credit Party may not assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by the Borrower without such consent any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the IndemniteesRelated Parties of each of Administrative Agent and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan Commitment and the Construction portion of the Loan Advances at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each that any such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect subject to the Construction Loan Advances or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500.following conditions:

Successors and Assigns Participations. (a) The provisions Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers, the Agent, the Floor Plan Agent or the Lenders that are contained in this Agreement shall be binding upon bind and inure to the benefit of the parties hereto and their respective successors and assigns assigns. Except as permitted herebyby Section 10.3, except that the no Borrower may not assign or otherwise transfer any of its rights or obligations Obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by all the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementLenders. (b) Any Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including a portion of its Commitment and the same portion of the Loans at the time owing to it and the Note held by it); provided, that (i) no such assignment shall be made unless such assignment and assignee have been approved by the Agent, the Floor Plan Agent, the Issuing Banks and the Swing Line Bank and, so long as no Event of Default exists, the Company, such approvals not to be unreasonably withheld or delayed, provided that such approval of the Company shall not be required if the assignee is a Lender or an Affiliate of a Lender, provided further, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five Business Days after having received written notice thereof, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations to this Agreement, and be pro rata between the Acquisition Loan Commitment of such Lender and the Floor Plan Loan Commitment of such Lender, (iii) the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall (A) be equal to the entire amount of the Commitment of the assigning Lender or (B) if not equal to the entire amount of the Commitment of the assigning Lender, in no event be less than $5,000,000 and shall be in an amount which is an integral multiple of $1,000,000; provided, for purposes of this Section 13.3(b), that the retained Commitment of the assigning Lender may not be less than $5,000,000, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance substantially in the form of Exhibit 13.3(b) hereto (an “Assignment and Acceptance”), together with any Note subject to such assignment and the assignor shall pay to the Agent a processing and recordation fee of $3,000 payable by the Lender’s assignor thereunder, (v) the assignee shall deliver to the Agent an Administrative Questionnaire and (vi) no such assignment shall be made to (A) the Company or any of its Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or a Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof or (C) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be no later than five (5) Business Days after the execution thereof unless otherwise agreed to by the assigning Lender, the Eligible Assignee thereunder and the Agent, (x) the assignee thereunder shall become a party hereto and under the other Loan Documents and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documents and (y) the Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the Borrowers or the performance or observance by any of the Borrowers of any of their Obligations under this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements most recently delivered under Section 7.5 or Section 9.5 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such Lender’s assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee and has, to the extent required, complied with the covenants contained in Section 5.14; (vi) such assignee appoints and authorizes the Agent and the Floor Plan Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent and the Floor Plan Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain at its address referred to in Section 13.1 a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, in the absence of demonstrable error, and the Borrowers and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement and the Loan Documents. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon request, the Agent will send a copy of the Register to the Company. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with the Note subject to such assignment, the processing and recordation fee referred to in Section 13.3(b) and, if required, the Company’s written consent to such assignment, the Agent shall (subject to the consent of the Company to such assignment, if required), if such Assignment and Acceptance has been completed and is in the form of Exhibit 13.3(b), (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company and the Lenders. Within five (5) Business Days after receipt of notice, the Company, at its own expense, shall execute and deliver and shall cause each of the other Borrowers to execute and deliver to the Agent in exchange for the surrendered Note a new Note to such Eligible Assignee in an amount equal to the assigning Lender’s Commitment assumed by it pursuant to such Assignment and Acceptance, and a new Note to the assigning Lender in an amount equal to the portion of its Commitment retained by the assigning Lender hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit 1.1C or Exhibit 1.1E, as applicable. Each canceled Note shall be promptly returned to the Company. (f) Each Lender may without the consent of any Borrower or the Agent sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances at the time Loans owing to it and the Notes held by it); provided that: provided, that (i) except such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the cost protection provisions and Tax indemnities contained in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment Article V (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignmentthe requirements and limitations therein, determined as of including the date requirements under Section 5.14(f) (it being understood that the Assignment and Acceptance with respect to such assignment is documentation required under Section 5.14(f) shall be delivered to the Administrative Agent, shall not participating Lender)) only to the same extent that the Lender from which such participating bank or other entity acquired its participation would be less than $5,000,000, unless each entitled to the benefit of such cost protection provisions and Tax indemnities and (iv) the Administrative Agent and, so long as no Event of Default has occurred and is continuingBorrowers, the Borrower otherwise consents (each Agent and the other Lenders shall continue to deal solely and directly with such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender in connection with such Lender's ’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the Obligations of any of the Borrowers relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers with respect to the Construction Loan Advances any fees payable hereunder or the Commitment assignedamount of principal of or the rate at which interest is payable on the Loans, or the dates fixed for payments of principal of or interest on the Loans). To the extent permitted by law, each participant shall also be entitled to the benefits of Section 13.5 as though it were a Lender; andprovided that such participant agrees to be subject to Section 5.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it entered the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (iiig) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 13.3, disclose to the assignee or participant or proposed assignee or participant, any information relating to any Borrower furnished to such Lender by or on behalf of any of the Borrowers; provided that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall agree (subject to customary exceptions, including without limitation the provisions of Section 13.19) to preserve the confidentiality of any confidential information relating to any Borrower received from such Lender. (h) Anything in this Section 13.3 to the contrary notwithstanding, any Lender may at any time, without the consent of any Borrower or the Agent, assign and pledge all or any portion of its Commitment and the Loans owing to it to any Federal Reserve Bank or other central bank (and its transferees) as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank or central bank. No such assignment shall release the assigning Lender from its obligations hereunder. (i) All transfers of any interest in any Note hereunder shall be in compliance with all federal and state securities laws, if applicable. Notwithstanding the foregoing sentence, however, the parties to each assignment shall execute and deliver to this Agreement do not intend that any transfer under this Section 13.13 be construed as a “purchase” or “sale” of a “security” within the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee meaning of $3,500any applicable federal or state securities laws.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower no Obligor may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower an Obligor without such consent shall be null and void). A Lender may assign or otherwise transfer any of its rights or obligations hereunder and under its Note and each other Credit Document (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (c) of this Section, or (iii) by way of pledge, assignment or grant of a Lien subject to the restrictions of paragraph (d) of this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated herebyprovided in paragraph (c) of this Section, the IndemniteesParticipants) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any A Lender may at any time, with the consent of Borrower and the Agent (such consent not to be unreasonably withheld or delayed), assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its the Commitment and the Construction Loan Advances Loans at the time owing to it); provided that: that no such consent by Borrower shall be required if (ix) except a Default has occurred and is continuing at the time of such assignment or (y) such assignment is to another Lender or to an Affiliate of a Lender. From and after the effective date of the assignment, the assignee shall be a party to this Agreement as a Lender with respect to the interest assigned and, to the extent of the interest assigned to it, have the rights and obligations of Lender under this Agreement, and the assignor shall, to the extent of the interest assigned by it, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's assignor’s rights and obligations under this Agreement Agreement, the assignor shall cease to be a party hereto) but shall continue to be entitled to the benefits of Article III and Sections 10.04 and 10.19 with respect to facts and circumstances occurring prior to the Construction Loan Advances effective date of such assignment. Any such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit E hereto (an “Assignment and Acceptance”) executed by the assignor and assignee which shall be submitted to the Agent and, if required pursuant hereto, to the Borrower for their acceptance (with such commercially reasonable changes thereto as are reasonably acceptable to the Agent). Concurrently with the delivery of an Assignment and Acceptance to the Agent, and as a condition to the effectiveness thereof, there shall be paid to the Agent by the assignor a processing fee of $3,000. (c) A Lender may at any time, without the consent of or notice to Borrower or the Agent, sell participations to any Person (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Commitment assignedand/or the Loans owing to it); and provided that (i) Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to Borrower and the Agent for the performance of such obligations, and (iii) Borrower and the parties Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. The Obligors agree that each assignment Participant shall execute and deliver be entitled to the Administrative Agent an Assignment benefits of Article III to the same extent as if it were a Lender and Acceptancehad acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Law, together with each Participant also shall be entitled to the benefits of Section 10.12 as though it were a processing Lender. (d) Notwithstanding the foregoing, any Lender may at any time pledge, assign or xxxxx x Xxxx on all or any portion of its rights under this Agreement (including its Loans and recordation fee its Note) to secure obligations of $3,500such Lender, including without limitation any pledge, assignment or grant of a Lien to a Federal Reserve Bank; provided that no such pledge, assignment or grant of a Lien shall release such Lender from any of its obligations hereunder or substitute the pledgee, assignee or grantee for Lender as a party hereto.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower Company without such consent shall be null and void)) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in clause (c) of this Section) and, to the extent expressly contemplated hereby, the IndemniteesRelated Parties of each of the Administrative Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (bi) Any Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more Eligible Assignees Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, participations in Letters of Credit and the Construction Loan Advances Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Company; provided that, the Company shall be deemed to have consented to an assignment of all or a portion of the Loans and Commitments unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment; (C) each Issuing Lender; and (D) the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (iA) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderassignment of the entire remaining amount of the assigning Lxxxxx’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Company and the Administrative Agent and, so long as otherwise consent; provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's Lxxxxx’s rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; andAgreement; (iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AcceptanceAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Credit Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (iii) Subject to acceptance and recording thereof pursuant to clause (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 5.21, 5.23 and 12.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section. (iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Company, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and L/C Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Company, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section and any written consent to such assignment required by clause (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (c) Any Lender may, without the consent of, or notice to, the Company, the Administrative Agent, the Swingline Lender or the Issuing Lenders, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Company, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 12.1(b) that affects such Participant. The Company agrees that each Participant shall be entitled to the benefits of Section 5.21 and Section 5.23 (subject to the requirements and limitations therein), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.22 as if it were an assignee under clause (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 5.21 and Section 5.23, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 5.18 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Successors and Assigns Participations. (a) The provisions of this This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors and assigns permitted herebyassigns, provided, however, that except that the Borrower as provided in Section 21(b) below it may not assign or otherwise transfer any of its rights or obligations hereunder be assigned by either party hereto without the prior written consent of each Lender (the other party hereto, and any attempted purported assignment or transfer by the Borrower without such consent in violation of this provision shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender Section 21(a) above notwithstanding, Bank may from time to time, in its sole and absolute discretion and without Borrower’s further consent, (i) assign this Agreement and the Loans to (A) any affiliate of Bank or (B) JPMorgan Chase Bank, N.A. (“JPM”) or any affiliate of JPM (JPM or such affiliate, a “JPM Assignee”) or (ii) sell participations in any Loan or Loans, provided, however, that in the case of any such sale of participations, Bank’s obligations under this Agreement shall remain unchanged and that it shall remain solely responsible to Borrower for its performance thereof. Following such assignment to it, any JPM assignee (and any of its subsequent assignees) may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign to one or more Eligible Assignees all or a portion any Person, with the consent of Borrower (not to be unreasonably withheld) up to 90% of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction other Loan Advances Documents (i.e. JPM shall hold for its own account at least 10% of the time owing to itCredit Commitment); provided that: (i) except in the case of provided, however, if at any time an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents continuing (each i) Borrower’s consent to such consent assignment shall not to be unreasonably withheld or delayed); required and (ii) each partial assignment shall be made as an assignment JPM may assign 100% of a proportionate part of all the assigning Lender's its rights and obligations under this Agreement with respect to and the Construction other Loan Advances or the Commitment assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500Documents.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the IndemniteesRelated Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.. 51 56 (b) Any Subject to Section 10.4(c), any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances Loans at the time owing to it); provided that: that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment in a minimum amount of a proportionate part $5,000,000 of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and Loans, (iiiii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAgreement, together with a processing and recordation fee of $3,5001,250, except that no assignment fee shall be payable for any assignment or in respect of any assignment in a series of assignments between the same assignor and assignee if the assignment fee was paid for the first assignment in such series, and (iii) the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.4(e), from and after the effective date specified in each Assignment Agreement the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.1, 4.2, 4.4 and 10.3); provided, however, that in no event shall QUALCOMM be released from its obligations under Section 2.1(c). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.4(f). (c) No Lender may assign to any Person any portion of its respective Commitment under this Agreement until, and only to the extent that, any portion thereof shall be funded and shall become a Loan. (d) The Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices in The City of New York a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and Borrower, the Administrative Agent, the Collateral Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement and the other Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of a duly completed Assignment Agreement executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in Section 10.4(b), the Administrative Agent shall accept such Assignment Agreement and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (f) Any Lender may, without the consent of Borrower or either Agent, sell participations to one or more banks or other entities (a "Participant") in all or a portion of the Loans owing to it; provided that (i) such Lender's obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, the Administrative Agent, the Collateral Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.2(b) that affects such Participant. Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.1, 4.2 and 4.4 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.4(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.3 as though it were a Lender, provided such Participant agrees to be subject to Section 4.5(c) as though it were a Lender. (g) No Lender may sell participations in any portion of its respective Commitment under this Agreement to any Person. (h) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 10.4 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 13.11, (and any other attempted assignment or transfer by the Borrower without such consent any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants to the extent provided in subsection (d) of this Section 13.11 and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights Rights and obligations under this Agreement (including all or a portion of its Commitment Term Loan and the Construction Loan Advances Note at the time owing to it); provided that: that (i) except for an assignment by such Lender to an Affiliate of such Lender, such Lender shall have received the prior consent of Administrative Agent and, so long as no Potential Default or Default has occurred and is continuing, Borrower (each such consent not to be unreasonably withheld or delayed); (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment ’s Term Loan and the Construction Loan Advances Note at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment Term Loan (which for this purpose includes Construction Loan Advances Principal Debt outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Administrative AgentAssignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents ; (each such consent not to be unreasonably withheld or delayed); (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights ’s Rights and obligations under this Agreement with respect to the Construction Loan Advances Notes or the Commitment Term Loan assigned; and (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500; and (v) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loan, the aggregate amount of the Term Loan of such assigning Lender, after giving effect to such assignment, is at least $5,000,000. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section 13.11, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s Rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.15(c) and (d), 3.17, 7.7 and 7.12 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Administrative Agent agrees to provide Borrower with copies of all Assignment and Assumption Agreements so long as no Default exists. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 13.11. (c) Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Administrative Agent’s office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Term Loan of, and principal amounts of the Notes owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and Borrower, Administrative Agent, and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, sell participations to any Person (other than a natural person or Borrower or any of Borrower’s Affiliates or Subsidiaries ) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan and/or the Notes; provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrower, Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iv) the amount of each such participation shall not be less than $5,000,000; and (v) the aggregate amount of the Term Loan of such Lender selling such participation, after giving effect to such assignment, is at least $5,000,000. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 13.9(b) that directly affects such Participant. Subject to subsection (e) of this Section 13.11, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.15(c) and (d) and 3.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 13.11. To the extent permitted by law, each Participant also agrees to be subject to Section 3.12 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under Sections 3.15(c) and (d) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.15

Successors and Assigns Participations. (a) The terms and provisions of this Agreement the Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebyhereby (including any Affiliate of the LC Issuer that issues any Facility LC), except that the (i) no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder under the Loan Documents without the prior written consent of each Lender (and any attempted assignment or transfer by the any Borrower without such consent shall be null and void)) and (ii) no Lender may assign or otherwise transfer its rights or obligations under the Loan Documents except in accordance with this Section 12.1. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the LC Issuer that issues any Facility LC), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the IndemniteesRelated Parties of each of the Agent, the LC Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement the Loan Documents (including all or a portion of its Commitment and the Construction Loan Advances Loans at the time owing to it); provided that) with the prior written consent (such consent not to be unreasonably withheld) of: (iA) except in the case Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; (B) the Agent, provided that no consent of the Agent shall be required for an assignment of all or any portion of Loan to a Lender, an Affiliate of a Lender or an Approved Fund; (C) the entire remaining amount LC Issuer, provided that no consent of the assigning LC Issuer shall be required for an assignment of all or any portion of a Loan; and (D) the Swing Line Lender's Commitment and , provided that no consent of the Construction Loan Advances at Swing Line Lender shall be required for an assignment of all or any portion of a Loan. (ii) Assignments shall be subject to the time owing to it or following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Administrative Borrower and the Agent andotherwise consent, so long as provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (iiB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under the Loan Documents, provided that this Agreement with clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect to the Construction Loan Advances of its Commitments or the Commitment assigned; andLoans; (iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower no Obligor may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower an Obligor without such consent shall be null and void). Lender may assign or otherwise transfer any of its rights or obligations hereunder and under the Note and each other Credit Document (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (c) of this Section, or (iii) by way of pledge, assignment or grant of a Lien subject to the restrictions of paragraph (d) of this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated herebyprovided in paragraph (c) of this Section, the IndemniteesParticipants) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time, with the consent of Borrower (such consent not to be unreasonably withheld or delayed), assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its the Commitment and the Construction Loan Advances Loans at the time owing to it); provided that: that no such consent by Borrower shall be required if (ix) except a Default has occurred and is continuing at the time of such assignment or (y) such assignment is to an Affiliate of Lender. From and after the effective date of the assignment, the assignee shall be a party to this Agreement as a lender with respect to the interest assigned and, to the extent of the interest assigned to it, have the rights and obligations of Lender under this Agreement, and the assignor shall, to the extent of the interest assigned by it, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's assignor’s rights and obligations under this Agreement Agreement, the assignor shall cease to be a party hereto) but shall continue to be entitled to the benefits of Article III and Sections 9.04 and 9.19 with respect to facts and circumstances occurring prior to the Construction Loan Advances effective date of such assignment. (c) Lender may at any time, without the consent of or notice to Borrower, sell participations to any Person (a “Participant”) in all or a portion of Lender’s rights and/or obligations under this Agreement (including all or a portion of the Commitment assignedand/or the Loans owing to it); and provided that (i) Lender’s obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to Borrower for the performance of such obligations, and (iii) the parties Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement. The Obligors agree that each assignment Participant shall execute and deliver be entitled to the Administrative Agent an Assignment benefits of Article III to the same extent as if it were a Lender and Acceptancehad acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Law, together with each Participant also shall be entitled to the benefits of Section 9.12 as though it were a processing Lender. (d) Notwithstanding the foregoing, Lender may at any time pledge, assign or xxxxx x Xxxx on all or any portion of its rights under this Agreement (including the Loans and recordation fee the Note) to secure obligations of $3,500Lender, including without limitation any pledge, assignment or grant of a Lien to a Federal Reserve Bank; provided that no such pledge, assignment or grant of a Lien shall release Lender from any of its obligations hereunder or substitute the pledgee, assignee or grantee for Lender as a party hereto.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted herebypermitted, except that (i) unless otherwise permitted by Section 6.3 hereof, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing ) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementSection. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Term Commitments and the Construction Loan Advances Term Loans at the time owing to it); provided that) with the prior written consent of: (iA) the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Borrower shall be required for an assignment to a Lender, a depository institution affiliate of a Lender having access to discount window credit of the Federal Reserve (as defined below) or, if an Event of Default under Section 7.1(a) or (b) has occurred and is continuing, any other Person; (B) the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund; and (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it ’s Term Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderTerm Loans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) Term Commitments or Term Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 5,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 7.1(a) or (b) has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed)if any; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; and (iii1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,5003,500 (although the Borrower shall not be responsible for the payment of the recordation fee unless the Borrower has chosen to replace a Lender pursuant to Section 2.22) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; and (D) none of the Loan Parties, their respective Affiliates, any natural person or a Defaulting Lender shall be an Assignee hereunder.

Successors and Assigns Participations. (a) The provisions Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers, the Agent, the Floor Plan Agent or the Lenders that are contained in this Agreement shall be binding upon bind and inure to the benefit of the parties hereto and their respective successors and assigns assigns. Except as permitted herebyby Section 10.3, except that the no Borrower may not assign or otherwise transfer any of its rights or obligations Obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by all the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementLenders. (b) Any Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including a portion of its Commitment and the same portion of the Loans at the time owing to it and the Note held by it); provided, that (i) no such assignment shall be made unless such assignment and assignee have been approved by the Agent, the Floor Plan Agent, the Issuing Banks and the Swing Line Bank and, so long as no Event of Default exists, the Company, such approvals not to be unreasonably withheld or delayed, provided that such approval of the Company shall not be required if the assignee is a Lender or an Affiliate of a Lender, provided further, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five Business Days after having received written notice thereof, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations to this Agreement, and be pro rata between the Acquisition Loan Commitment of such Lender and the Floor Plan Loan Commitment of such Lender, (iii) the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall (A) be equal to the entire amount of the Commitment of the assigning Lender or (B) if not equal to the entire amount of the Commitment of the assigning Lender, in no event be less than $5,000,000 and shall be in an amount which is an integral multiple of $1,000,000; provided, for purposes of this Section 13.3(b), that the retained Commitment of the assigning Lender may not be less than $5,000,000, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance substantially in the form of Exhibit 13.3(b) hereto (an “Assignment and Acceptance”), together with any Note subject to such assignment and the assignor shall pay to the Agent a processing and recordation fee of $3,000 payable by the Lender’s assignor thereunder, (v) the assignee shall deliver to the Agent an Administrative Questionnaire and (vi) no such assignment shall be made to (A) the Company or any of its Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or a Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof or (C) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be no later than five (5) Business Days after the execution thereof unless otherwise agreed to by the assigning Lender, the Eligible Assignee thereunder and the Agent, (x) the assignee thereunder shall become a party hereto and under the other Loan Documents and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documents and (y) the Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the Borrowers or the performance or observance by any of the Borrowers of any of their Obligations under this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements most recently delivered under Section 7.5 or Section 9.5 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such Lender’s xxxxxnor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee and has, to the extent required, complied with the covenants contained in Section 5.14; (vi) such assignee appoints and authorizes the Agent and the Floor Plan Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent and the Floor Plan Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain at its address referred to in Section 13.1 a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, in the absence of demonstrable error, and the Borrowers and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement and the Loan Documents. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon request, the Agent will send a copy of the Register to the Company. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with the Note subject to such assignment, the processing and recordation fee referred to in Section 13.3(b) and, if required, the Company’s written consent to such assignment, the Agent shall (subject to the consent of the Company to such assignment, if required), if such Assignment and Acceptance has been completed and is in the form of Exhibit 13.3(b), (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company and the Lenders. Within five (5) Business Days after receipt of notice, the Company, at its own expense, shall execute and deliver and shall cause each of the other Borrowers to execute and deliver to the Agent in exchange for the surrendered Note a new Note to such Eligible Assignee in an amount equal to the assigning Lender’s Xxxxxtment assumed by it pursuant to such Assignment and Acceptance, and a new Note to the assigning Lender ix xx xmount equal to the portion of its Commitment retained by the assigning Lender hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit 1.1C or Exhibit 1.1E, as applicable. Each canceled Note shall be promptly returned to the Company. (f) Each Lender may without the consent of any Borrower or the Agent sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances at the time Loans owing to it and the Notes held by it); provided that: provided, that (i) except such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the cost protection provisions and Tax indemnities contained in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment Article V (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignmentthe requirements and limitations therein, determined as of including the date requirements under Section 5.14(f) (it being understood that the Assignment and Acceptance with respect to such assignment is documentation required under Section 5.14(f) shall be delivered to the Administrative Agent, shall not participating Lender)) only to the same extent that the Lender from which such participating bank or other entity acquired its participation would be less than $5,000,000, unless each entitled to the benefit of such cost protection provisions and Tax indemnities and (iv) the Administrative Agent and, so long as no Event of Default has occurred and is continuingBorrowers, the Borrower otherwise consents (each Agent and the other Lenders shall continue to deal solely and directly with such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender in connection with such Lender's ’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the Obligations of any of the Borrowers relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers with respect to the Construction Loan Advances any fees payable hereunder or the Commitment assignedamount of principal of or the rate at which interest is payable on the Loans, or the dates fixed for payments of principal of or interest on the Loans). To the extent permitted by law, each participant shall also be entitled to the benefits of Section 13.5 as though it were a Lender; andprovided that such participant agrees to be subject to Section 5.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it entered the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (iiig) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 13.3, disclose to the assignee or participant or proposed assignee or participant, any information relating to any Borrower furnished to such Lender by or on behalf of any of the Borrowers; provided that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall agree (subject to customary exceptions, including without limitation the provisions of Section 13.19) to preserve the confidentiality of any confidential information relating to any Borrower received from such Lender. (h) Anything in this Section 13.3 to the contrary notwithstanding, any Lender may at any time, without the consent of any Borrower or the Agent, assign and pledge all or any portion of its Commitment and the Loans owing to it to any Federal Reserve Bank or other central bank (and its transferees) as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank or central bank. No such assignment shall release the assigning Lender from its obligations hereunder. (i) All transfers of any interest in any Note hereunder shall be in compliance with all federal and state securities laws, if applicable. Notwithstanding the foregoing sentence, however, the parties to each assignment shall execute and deliver to this Agreement do not intend that any transfer under this Section 13.13 be construed as a “purchase” or “sale” of a “security” within the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee meaning of $3,500any applicable federal or state securities laws.

Successors and Assigns Participations. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower (i) no Credit Party may not assign or otherwise transfer any of its rights or obligations hereunder or other any other Credit Document without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower any Credit Party without such consent shall be null and void)) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the IndemniteesRelated Parties of each of the Administrative Agent, the Collateral Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Each Lender may shall have the right at any time to sell, assign to one or more Eligible Assignees transfer all or a portion of its rights and obligations under this Agreement (Agreement, including all or a portion of its Commitment and the Construction Loan Advances at the time or Loans owing to itit or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related Lender Assignment”) upon the giving of notice to the Borrower and Administrative Agent and, for any assignment of a Term Loan Commitment or Additional Term Loan Commitment, the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” (other than a Person described in the foregoing subclause (i)) and (except in the case of assignments made by or to JPMorgan Chase Bank, N. A.) consented to by the Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of the Borrower, not required at any time during syndication of the Loans to persons identified by the Administrative Agent to the Borrower on or prior to the Closing Date or at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing, provided thatthat the Borrower shall be deemed to have consented to any proposed assignment unless the Borrower shall object within five Business Days after having received notice of the proposed assignment); and (c) Assignments shall be subject to the following additional conditions: (i) except in the case of an assignment to a Lender, an Affiliate of a Lender or any Related Fund or an assignment of the entire remaining amount of the assigning Lender's Xxxxxx’s Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderLoans, the aggregate amount of the Commitment (which for this purpose includes Construction Loan Advances outstanding thereunder) or Loans of the assigning Lender subject to each such assignment, assignment (determined as of the date the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent, ) shall not be less than $5,000,000, 500,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's Xxxxxx’s rights and obligations under this Agreement with respect to the Construction Loan Advances or the Commitment assigned; andAgreement; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, together with a processing and recordation fee of $3,500; (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (d) Subject to acceptance and recording thereof pursuant to paragraph (e) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.17, 2.18, 2.19 and 10.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (g) of this Section. (e) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Collateral Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.1, 2.4(b), 2.15(d), 10.3(d) or 10.4, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (g) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent, the Collateral Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 10.5(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.17, 2.18 and 2.19 (subject to the requirements and limitations therein, including the requirements under Section 2.19(f) (it being understood that the documentation required under Section 2.19(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.15(c), 2.20, 2.22 and 10.4 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.18 or 2.19, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such Participant agrees to be subject to Section 10.4 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of its Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Credit Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury regulations. The entries in each Participant Register shall be conclusive absent manifest error, and the relevant Lender shall treat each person whose name is recorded in its Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (h) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Successors and Assigns Participations. (a) The provisions Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers, the Agent, the Floor Plan Agent or the Lenders that are contained in this Agreement shall be binding upon bind and inure to the benefit of the parties hereto and their respective successors and assigns assigns. Except as permitted herebyby Section 10.3, except that the no Borrower may not assign or otherwise transfer any of its rights or obligations Obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by all the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementLenders. (b) Any Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including a portion of its Commitment and the same portion of the Loans at the time owing to it and the Note held by it); provided, that (i) no such assignment shall be made unless such assignment and assignee have been approved by the Agent, the Floor Plan Agent, the Issuing Banks and the Swing Line Bank and, so long as no Event of Default exists, the Company, such approvals not to be unreasonably withheld or delayed, provided that such approval of the Company shall not be required if the assignee is a Lender or an Affiliate of a Lender, provided further, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five Business Days after having received written notice thereof, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations to this Agreement, and be pro rata between the Acquisition Loan Commitment of such Lender and the Floor Plan Loan Commitment of such Lender, (iii) the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall (A) be equal to the entire amount of the Commitment of the assigning Lender or (B) if not equal to the entire amount of the Commitment of the assigning Lender, in no event be less than $5,000,000 and shall be in an amount which is an integral multiple of $1,000,000; provided, for purposes of this Section 13.3(b), that the retained Commitment of the assigning Lender may not be less than $5,000,000, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance substantially in the form of Exhibit 13.3(b) hereto (an “Assignment and Acceptance”), together with any Note subject to such assignment and the assignor shall pay to the Agent a processing and recordation fee of $3,000 payable by the Lender’s assignor thereunder, (v) the assignee shall deliver to the Agent an Administrative Questionnaire and (vi) no such assignment shall be made to (A) the Company or any of its Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or a Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof or (C) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be no later than five (5) Business Days after the execution thereof unless otherwise agreed to by the assigning Lender, the Eligible Assignee thereunder and the Agent, (x) the assignee thereunder shall become a party hereto and under the other Loan Documents and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documents and (y) the Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the Borrowers or the performance or observance by any of the Borrowers of any of their Obligations under this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements most recently delivered under Section 7.5 or Section 9.5 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such Xxxxxx’s assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee and has, to the extent required, complied with the covenants contained in Section 5.14; (vi) such assignee appoints and authorizes the Agent and the Floor Plan Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent and the Floor Plan Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain at its address referred to in Section 13.1 a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, in the absence of demonstrable error, and the Borrowers and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement and the Loan Documents. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon request, the Agent will send a copy of the Register to the Company. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee together with the Note subject to such assignment, the processing and recordation fee referred to in Section 13.3(b) and, if required, the Company’s written consent to such assignment, the Agent shall (subject to the consent of the Company to such assignment, if required), if such Assignment and Acceptance has been completed and is in the form of Exhibit 13.3(b), (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company and the Lenders. Within five (5) Business Days after receipt of notice, the Company, at its own expense, shall execute and deliver and shall cause each of the other Borrowers to execute and deliver to the Agent in exchange for the surrendered Note a new Note to such Eligible Assignee in an amount equal to the assigning Xxxxxx’s Commitment assumed by it pursuant to such Assignment and Acceptance, and a new Note to the assigning Xxxxxx in an amount equal to the portion of its Commitment retained by the assigning Lender hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit 1.1C or Exhibit 1.1E, as applicable. Each canceled Note shall be promptly returned to the Company. (f) Each Lender may without the consent of any Borrower or the Agent sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Construction Loan Advances at the time Loans owing to it and the Notes held by it); provided that: provided, that (i) except such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the cost protection provisions and Tax indemnities contained in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Construction Loan Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment Article V (which for this purpose includes Construction Loan Advances outstanding thereunder) of the assigning Lender subject to each such assignmentthe requirements and limitations therein, determined as of including the date requirements under Section 5.14(f) (it being understood that the Assignment and Acceptance with respect to such assignment is documentation required under Section 5.14(f) shall be delivered to the Administrative Agent, shall not participating Lender)) only to the same extent that the Lender from which such participating bank or other entity acquired its participation would be less than $5,000,000, unless each entitled to the benefit of such cost protection provisions and Tax indemnities and (iv) the Administrative Agent and, so long as no Event of Default has occurred and is continuingBorrowers, the Borrower otherwise consents (each Agent and the other Lenders shall continue to deal solely and directly with such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender in connection with such Lender's ’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the Obligations of any of the Borrowers relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers with respect to the Construction Loan Advances any fees payable hereunder or the Commitment assigned; and (iii) amount of principal of or the parties to rate at which interest is payable on the Loans, or the dates fixed for payments of principal of or interest on the Loans). To the extent permitted by law, each assignment participant shall execute and deliver also be entitled to the Administrative benefits of Section 13.5 as though it were a Lender; provided that such participant agrees to be subject to Section 5.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it entered the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Agent an Assignment and Acceptance, together with (in its capacity as Agent) shall have no responsibility for maintaining a processing and recordation fee of $3,500Participant Register.