Common use of Transfers, Participations and Securitizations Clause in Contracts

Transfers, Participations and Securitizations. (a) A material inducement to Lender’s willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit Note, Term Loan Note or any of the other Loan Documents, or any or all servicing rights with respect thereto. (b) Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or Securitization of the Revolving Credit Note, Term Loan Note or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: (i) providing such documents, financial and other data, and other information and materials which would typically be required with respect to Borrower by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or Securitization, as applicable; provided, however, Borrower shall not be required to make disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”); and (ii) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse Effect. Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause (ii) above and compliance with any applicable law. (c) Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or Securitization, as applicable. Lender and Borrower shall each pay their own attorneys’ fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: (i) an Event of Default under any Loan Document which relates to a loan which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default under any Loan Document which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (ii) an Event of Default under any Loan Document which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default under any Loan Document which relates to a loan which is included in any other Loan Pool; (iii) the Loan Documents corresponding to the loans in any Loan Pool shall not secure the obligations of Borrower contained in any Loan Document which does not correspond to a loan in such Loan Pool; and (iv) the Loan Documents which do not correspond to a loan in any Loan Pool shall not secure the obligations of Borrower contained in any Loan Document which does correspond to a loan in such Loan Pool.

Transfers, Participations and Securitizations. (a1) A material inducement to Lender’s 's willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s 's agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit NoteNotes, Term Loan Note or this Agreement and/or any of the other Loan Documents, Documents or any or all servicing rights with respect thereto. (b2) Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or and/or Securitization of the Revolving Credit NoteNotes, Term Loan Note or this Agreement and/or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: limitation (i) providing such documents, financial and other data, and other information and materials (the "Disclosures") which would typically be required with respect to the Borrower Parties by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or Securitization, as applicable; provided, however, the Borrower Parties shall not be required to make disclosures Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”)laws; and (ii) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse Effectmaterial adverse effect upon the Borrower Parties or the transactions contemplated hereunder. Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause the preceding subitem (ii) above and compliance with any applicable law). (c3) Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrowerthe Premises, the Collateral or the financial condition of the Borrower Parties to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or and/or Securitization, as applicable. Lender and Borrower (and their respective Affiliates) shall each pay their own attorneys’ attorneys fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20Section. (d4) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: : (ia) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan or sale/leaseback transaction which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (iib) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which is included in any other Loan Pool; (iiic) the Loan Documents and Other Agreements corresponding to the loans in any Loan Pool shall not secure the obligations of any of the Borrower Parties and/or any Affiliate of any of the Borrower Parties contained in any Loan Document or Other Agreement which does not correspond to a loan in such Loan Pool; and (ivd) the Loan Documents and Other Agreements which do not correspond to a loan in any Loan Pool shall not secure the obligations of any of the Borrower Parties and/or any Affiliate of any of the Borrower Parties contained in any Loan Document or Other Agreement which does correspond to a loan in such Loan Pool.

Transfers, Participations and Securitizations. (a1) A material inducement to Lender’s 's willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s 's agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit any Note, Term Loan Note or Mortgage and/or any of the other Loan Documents, Documents or any or all servicing rights with respect thereto. (b2) Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or and/or Securitization of the Revolving Credit any Note, Term Loan Note or Mortgage and/or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: limitation (i) providing such documents, financial and other data, and other information and materials (the "Disclosures") which would typically be required with respect to the Borrower Parties by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or and/or Securitization, as applicable; provided, however, the Borrower Parties shall not be required to make disclosures Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”)laws; and (ii) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse Effectmaterial adverse effect upon the Borrower Parties or the transactions contemplated hereunder. Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause the preceding subitem (ii) above and compliance with any applicable law). (c3) Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, the Premises or the financial condition of the Borrower Parties to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or and/or Securitization, as applicable. Lender and Borrower (and their respective Affiliates) shall each pay their own attorneys’ attorneys fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20not to exceed $5,000.00 in the aggregate. (d4) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: (ia) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan or sale/leaseback transaction which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (iib) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which is included in any other Loan Pool; (iiic) the Loan Documents and Other Agreements corresponding to the loans in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does not correspond to a loan in such Loan Pool; and (ivd) the Loan Documents and Other Agreements which do not correspond to a loan in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does correspond to a loan in such Loan Pool.

Transfers, Participations and Securitizations. (a1) A material inducement to Lender’s willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit Note, Term Loan Note or Mortgage and/or any of the other Loan Documents, Documents or any or all servicing rights with respect thereto. (b2) Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or and/or Securitization of the Revolving Credit Note, Term Loan Note or Mortgage and/or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: limitation (i) providing such documents, financial and other data, and other information and materials (the “Disclosures”) which would typically be required with respect to the Borrower Parties and the Manager by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or and/or Securitization, as applicable; provided, however, the Borrower Parties and the Manager shall not be required to make disclosures Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”)laws; and (ii) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the reasonable requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse Effectmaterial adverse effect upon the Borrower Parties or the transactions contemplated hereunder. Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause the preceding subitem (ii) above and compliance with any applicable law). (c3) Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, the Premises or Manager or the financial condition of the Borrower Parties to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or and/or Securitization, as applicable. Lender and Borrower (and their respective Affiliates) shall each pay their own attorneys’ fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20Section. (d4) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: (ia) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan or Contract No. 29585 GE No. 8004-3736 Dunn, North Carolina sale/leaseback transaction which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (iib) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which is included in any other Loan Pool; (iiic) the Loan Documents and Other Agreements corresponding to the loans in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does not correspond to a loan in such Loan Pool; and (ivd) the Loan Documents and Other Agreements which do not correspond to a loan in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does correspond to a loan in such Loan Pool.

Transfers, Participations and Securitizations. (a1) A material inducement to Lender’s willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit Note, Term Loan Note or Mortgage and/or any of the other Loan Documents, Documents or any or all servicing rights with respect thereto. (b2) Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or and/or Securitization of the Revolving Credit Note, Term Loan Note or Mortgage and/or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: limitation (i) providing such documents, financial and other data, and other information and materials (the “Disclosures”) which would typically be required with respect to the Borrower Parties and the Manager by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or and/or Securitization, as applicable; provided, however, the Borrower Parties and the Manager shall not be required to make disclosures Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”)laws; and (ii) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the reasonable requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse Effectmaterial adverse effect upon the Borrower Parties or the transactions contemplated hereunder. Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause the preceding subitem (ii) above and compliance with any applicable law). (c3) Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, the Premises or Manager or the financial condition of the Borrower Parties to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or and/or Securitization, as applicable. Lender and Borrower (and their respective Affiliates) shall each pay their own attorneys’ fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20Section. (d4) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: (ia) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan or sale/leaseback transaction which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (iib) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which is included in any other Loan Pool; (iiic) the Loan Documents and Other Agreements corresponding to the loans in any Loan Pool shall not secure Xxxxxxxx Xx. 00000 GE No. 8004-2212 0000 Xxxxxx Xxxxx Wilmington, North Carolina the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does not correspond to a loan in such Loan Pool; and (ivd) the Loan Documents and Other Agreements which do not correspond to a loan in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does correspond to a loan in such Loan Pool.

Transfers, Participations and Securitizations. (a1) A material inducement to Lender’s 's willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s 's agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit any Equipment Note, Term Loan Note or this Agreement and/or any of the other Loan Documents, Documents or any or all servicing rights with respect thereto.. SCS Finance II Equipment Loan (b2) Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or and/or Securitization of the Revolving Credit any Equipment Note, Term Loan Note or this Agreement and/or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: limitation (i) providing such documents, financial and other data, and other information and materials (the "Disclosures") which would typically be required with respect to the Borrower Parties or the Lessee Parties by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or and/or Securitization, as applicable; provided, however, the Borrower Parties and the Lessee Parties shall not be required to make disclosures Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”)laws; and (ii) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse Effectmaterial adverse effect upon the Borrower Parties, the Lessee Parties or the transactions contemplated hereunder, result in any increase in the interest payable by Borrower with respect to any Loans or any change in the maturity, amortization schedule, prepayment rights or premium or collateral with respect to any Loans or the covenants of Borrower under the Loan Documents or any document thereto or result in any requirement that Borrower or Lessee make any payment in addition to those previously agreed to be made by Borrower or Lessee pursuant to the Loan Documents. Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause the preceding subitem (ii) above and compliance with any applicable law). (c3) Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, the Equipment or the financial condition of the Borrower Parties or the Lessee Parties to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or and/or Securitization, as applicable. Lender and Borrower (and their respective Affiliates) shall each pay their own attorneys’ attorneys fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20Section. However, to the extent that Borrower's (and its Affiliates) attorneys' fees and other out-of-pocket expenses incurred in connection with the performance of their obligations hereunder are in excess of $10,000 in the aggregate, Lender will reimburse Borrower and its Affiliates for all such excess fees and expenses. (d4) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: : (ia) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document, the Master Lease, any Related Lease or any Other Agreement which relates to a loan or sale/leaseback transaction which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document, the Master Lease, any Related Lease or any Other Agreement which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (iib) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document, the Master Lease, any Related Lease or any Other Agreement which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document, the Master Lease, any Related Lease or any Other Agreement which relates to a loan which is included in any other Loan Pool; (iiic) the Loan Documents Documents, Affiliated Borrower Loan Documents, Mortgage Loan Documents, and any Other Agreements corresponding to the loans in any Loan Pool shall not secure the obligations of any of the Borrower Parties and/or any Affiliated Borrower contained in any Loan Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document or any Other Agreement which does not correspond to a loan in such Loan Pool; and (ivd) the Loan Documents, Affiliated Borrower Loan Documents, Mortgage Loan Documents and any Other Agreements which do not correspond to a loan in any Loan Pool shall not secure the obligations of any of the Borrower Parties and/or any Affiliated Borrower contained in any Loan Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document or any Other Agreement which does correspond to a loan in such Loan Pool. (5) In the event that at least one, but not all, of the Equipment Loans are included in a Loan Pool, Borrower, at the request of Lender, shall execute (i) a separate Equipment Loan and Security Agreement with respect to those Equipment Loans included in such Loan Pool, which Equipment Loan and Security Agreement shall be in substantially the same form and substance as this Agreement but shall only apply with respect to those SCS Finance II Equipment Loan Premises corresponding to such Loans (the "Other Loan Agreement"), and (ii) an amendment to this Agreement that shall modify the term "Premises" to delete those Premises corresponding to the Other Loan Agreement from this Agreement. Lender shall prepare, at Lender's expense, the documents contemplated by the preceding sentence. If Borrower shall fail to execute and deliver any of the documents contemplated by this subsection (5) within ten (10) days after Lender's request, Lender shall be and is hereby irrevocably appointed the agent and attorney-in-fact of Borrower to execute and deliver such documents, which appointment is coupled with an interest and is irrevocable and binding.

Transfers, Participations and Securitizations. (a1) A material inducement to Lender’s willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit Note, Term Loan Note or Mortgage and/or any of the other Loan Documents, Documents or any or all servicing rights with respect thereto. (b2) Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or and/or Securitization of the Revolving Credit Note, Term Loan Note or Mortgage and/or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: limitation (i) providing such documents, financial and other data, and other information and materials (the “Disclosures”) which would typically be required with respect to the Borrower Parties and the Manager by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or and/or Securitization, as applicable; provided, however, the Borrower Parties and the Manager shall not be required to make disclosures Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”)laws; and (ii) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the reasonable requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse Effectmaterial adverse effect upon the Borrower Parties or the transactions contemplated hereunder. Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause the preceding subitem (ii) above and compliance with any applicable law). (c3) Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, the Premises or Manager or the financial condition of the Borrower Parties to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or and/or Securitization, as applicable. Lender and Borrower (and their respective Affiliates) shall each pay their own attorneys’ fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20Section. (d4) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: (ia) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan or sale/leaseback transaction which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Xxxxxxxx Xx. 00000 GE No. 8004-0863 0000 Xxxxxx Xxxx Albany, Georgia Other Agreement which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (iib) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which is included in any other Loan Pool; (iiic) the Loan Documents and Other Agreements corresponding to the loans in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does not correspond to a loan in such Loan Pool; and (ivd) the Loan Documents and Other Agreements which do not correspond to a loan in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does correspond to a loan in such Loan Pool.

Transfers, Participations and Securitizations. (a1) A material inducement to Lender’s willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit Note, Term Loan Note Mortgage or any of the other Loan Documents, Documents or any or all servicing rights with respect thereto. (b2) Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or Securitization of the Revolving Credit Note, Term Loan Note Mortgage or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: limitation (ia) providing such documents, financial and other data, and other information and materials (the “Disclosures”) which would typically be required with respect to the Borrower Parties and the Lessee Parties by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or Securitization, as applicable; provided, however, the Borrower Parties, the Lessee Parties shall not be required to make disclosures Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”)laws; and (iib) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse EffectEffect upon the Borrower Parties, the Lessee Parties or the transactions contemplated hereunder. Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause the preceding subitem (ii) above and compliance with any applicable lawb). (c3) Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, the Premises or the financial condition of the Borrower Parties or the Lessee Parties to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or Securitization, as applicable. Lender and Borrower (and their respective Affiliates) shall each pay their own attorneys’ fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20Section. (d4) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: (ia) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan or sale/leaseback transaction which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (iib) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which is included in any other Loan Pool; (iiic) the Loan Documents and Other Agreement corresponding to the loans in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does not correspond to a loan in such Loan Pool; and (ivd) the Loan Documents and Other Agreement which do not correspond to a loan in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does correspond to a loan in such Loan Pool.

Transfers, Participations and Securitizations. (a1) A material inducement to Lender’s 's willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s 's agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit Note, Term Loan Note or Mortgage and/or any of the other Loan Documents, Documents or any or all servicing rights with respect thereto. (b2) Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or and/or Securitization of the Revolving Credit Note, Term Loan Note or Mortgage and/or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: limitation (i) providing such documents, financial and other data, and other information and materials (the "Disclosures") which would typically be required with respect to the Borrower Parties or the Lessee Parties by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or and/or Securitization, as applicable; provided, however, the Borrower Parties and the Lessee Parties shall not be required to make disclosures Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”)laws; and (ii) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse Effectmaterial adverse effect upon the Borrower Parties and the Lessee Parties or the transactions contemplated hereunder. Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause the preceding subitem (ii) above and compliance with any applicable law). (c3) Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, the Premises or the financial condition of the Borrower Parties to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or and/or Securitization, as applicable. Lender and Borrower (and their respective Affiliates) shall each pay their own attorneys’ ' fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20Section. (d4) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: (ia) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan or sale/leaseback transaction which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (iib) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document or Other Agreement which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document or Other Agreement which relates to a loan which is included in any other Loan Pool; (iiic) the Loan Documents and Other Agreements corresponding to the loans in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does not correspond to a loan in such Loan Pool; and (ivd) the Loan Documents and Other Agreements which do not correspond to a loan in any Loan Pool shall not secure the obligations of any of the Borrower Parties contained in any Loan Document or Other Agreement which does correspond to a loan in such Loan Pool.

Transfers, Participations and Securitizations. (a1) A material inducement to Lender’s 's willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrower’s 's agreement that Lender may, at any time, complete a Transfer, Participation or Securitization with respect to the Revolving Credit any Equipment Note, Term Loan Note or this Agreement and/or any of the other Loan Documents, Documents or any or all servicing rights with respect thereto.. SCS Finance I Equipment Loan (b2) Borrower agrees to cooperate in good faith with Lender in connection with any such Transfer, Participation or and/or Securitization of the Revolving Credit any Equipment Note, Term Loan Note or this Agreement and/or any of the other Loan Documents, or any or all servicing rights with respect thereto, including, without limitation: limitation (i) providing such documents, financial and other data, and other information and materials (the "Disclosures") which would typically be required with respect to the Borrower Parties or the Lessee Parties by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Transfer, Participation or and/or Securitization, as applicable; provided, however, the Borrower Parties and the Lessee Parties shall not be required to make disclosures Disclosures of any confidential information or any information which has not previously been made public unless required by applicable federal or state securities laws (the “Disclosures”)laws; and (ii) amending the non-financial terms of the transactions evidenced by the Loan Documents to the extent necessary so as to satisfy the requirements of purchasers, transferees, assignees, servicers, participants, investors or selected rating agencies involved in any such Transfer, Participation or Securitization, so long as such amendments would not have a Material Adverse Effectmaterial adverse effect upon the Borrower Parties, the Lessee Parties or the transactions contemplated hereunder, result in any increase in the interest payable by Borrower with respect to any Loans or any change in the maturity, amortization schedule, prepayment rights or premium or collateral with respect to any Loans or the covenants of Borrower under the Loan Documents or any document thereto or result in any requirement that Borrower or Lessee make any payment in addition to those previously agreed to be made by Borrower or Lessee pursuant to the Loan Documents. Lender shall be responsible for preparing at its expense any documents evidencing the amendments referred to in clause the preceding subitem (ii) above and compliance with any applicable law). (c3) Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, the Equipment or the financial condition of the Borrower Parties or the Lessee Parties to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to each Transfer, Participation or and/or Securitization, as applicable. Lender and Borrower (and their respective Affiliates) shall each pay their own attorneys’ attorneys fees and other out-of-pocket expenses incurred in connection with the performance of their respective obligations under this Section 8.20Section. However, to the extent that Borrower's (and its Affiliates) attorneys' fees and other out-of-pocket expenses incurred in connection with the performance of their obligations hereunder are in excess of $10,000 in the aggregate, Lender will reimburse Borrower and its Affiliates for all such excess fees and expenses. (d4) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: : (ia) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document, the Master Lease, any Related Lease or any Other Agreement which relates to a loan or sale/leaseback transaction which has not been the subject of a Securitization, Participation or Transfer shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document, the Master Lease, any Related Lease or any Other Agreement which relates to a loan which has been the subject of a Securitization, Participation or Transfer; (iib) an Event of Default or a breach or default, after the passage of all applicable notice and cure or grace periods, under any Loan Document Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document, the Master Lease, any Related Lease or any Other Agreement which relates to a loan which is included in any Loan Pool shall not constitute an Event of Default or a breach or default, as applicable, under any Loan Document Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document, the Master Lease, any Related Lease or any Other Agreement which relates to a loan which is included in any other Loan Pool; (iiic) the Loan Documents Documents, Affiliated Borrower Loan Documents, Mortgage Loan Documents, and any Other Agreements corresponding to the loans in any Loan Pool shall not secure the obligations of any of the Borrower Parties and/or any Affiliated Borrower contained in any Loan Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document or any Other Agreement which does not correspond to a loan in such Loan Pool; and (ivd) the Loan Documents, Affiliated Borrower Loan Documents, Mortgage Loan Documents and any Other Agreements which do not correspond to a loan in any Loan Pool shall not secure the obligations of any of the Borrower Parties and/or any Affiliated Borrower contained in any Loan Document, any Affiliated Borrower Loan Document, any Mortgage Loan Document or any Other Agreement which does correspond to a loan in such Loan Pool. (5) In the event that at least one, but not all, of the Equipment Loans are included in a Loan Pool, Borrower, at the request of Lender, shall execute (i) a separate Equipment Loan and Security Agreement with respect to those Equipment Loans included in such Loan Pool, which Equipment Loan and Security Agreement shall be in substantially the same form and substance as this Agreement but shall only apply with respect to those SCS Finance I Equipment Loan Premises corresponding to such Loans (the "Other Loan Agreement"), and (ii) an amendment to this Agreement that shall modify the term "Premises" to delete those Premises corresponding to the Other Loan Agreement from this Agreement. Lender shall prepare, at Lender's expense, the documents contemplated by the preceding sentence. If Borrower shall fail to execute and deliver any of the documents contemplated by this subsection (5) within ten (10) days after Lender's request, Lender shall be and is hereby irrevocably appointed the agent and attorney-in-fact of Borrower to execute and deliver such documents, which appointment is coupled with an interest and is irrevocable and binding.