Common use of Assignment and Participation Clause in Contracts

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower The Borrowers may not sell, assign any of their rights or transfer any interest in obligations under this Agreement without the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)prior written consent of the Lender. (b) The Lender and each assignee of may grant participations in all or any portion of its rights under this Agreement from time to time without notice to or obtaining the prior written consent of the Borrowers; provided that the Lender shall remain responsible for the performance of its obligations hereunder, and the Borrowers shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement; and the Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder including the right to approve any amendment, modification or waiver of any provision of this Agreement. (c) If a Breach has occurred and is continuing and notice of such Breach has been sent to the Borrowers, the Lender may from time to time assign all or any portion of the Loan Facilities hereunder, together with all of its rights and obligations incidental thereto, to any other Person without notice to or obtaining the prior written consent of the Borrowers. (d) If no Breach has occurred and is continuing, the Lender may from time to time assign all or any portion of the Facilities hereunder, together with all of its rights and obligations incidental thereto to one or more lenders that are not non-residents of Canada for the purposes of the Income Tax Act (Canada). (e) If the Lender assigns all or any portion of its rights and obligations under this Agreement to an assignee in accordance with the provisions of this Section, and if such assignee executes and delivers to the Borrowers and the Lender a written agreement in form and substance satisfactory to the Borrowers, acting reasonably, to assume and be bound by all or the assigned portion of the Lender’s obligations hereunder, then immediately upon the said delivery of such agreement the Lender’s said obligations hereunder shall have automatically be released to the right extent so assumed by such assignee. (f) The Borrowers acknowledge that the Lender is entitled to charge a processing and recording fee to any assignee in connection with each assignment hereunder. (g) The Borrowers agree, at the Lender’s cost to co-operate fully with the Lender in connection with any assignment or participation pursuant to this Section, and agree to execute and deliver from time to time in its discretion to sell one or more favour of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate Lender and any such Assignment assignee or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of participant such Assignment, the rights, benefits documents and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes assurances as may be reasonably required to reflect that such Note evidences only a portion of by the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred participant in connection with their compliance with any request by Lender under this Section 9.7such assignment or participation. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 This Agreement shall be binding upon, and 2.2shall inure to the benefit of, the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not sell, assign or transfer any interest in the Loan Documents its rights or obligations hereunder. The Lender may assign, or sell participations in, all or any portion thereof part of the Obligations (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of its Commitment) owing to the Loan shall have the right from time Lender to time in its discretion to sell one another Lender or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s requestother entity, in order to effectuate any such Assignment or Participation. In which event (a) in the case of an Assignmentassignment, (i) each upon notice thereof by the Lender to the Borrower, the assignee shall have, to the extent of such Assignmentassignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were the Lender hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents. The agreement executed by the Lender in favor of the assigning participant shall not give the participant the right to require the Lender as to take or omit to take any action hereunder except action directly relating to (i) the extension of a “Lender” payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder and under the other Loan Documentsallocated to such participant, (ii) the assigning Lender shall, to reduction of the extent that rights and obligations principal amount outstanding hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and or (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf reduction of the Lenders (subject, in each case, rate of interest payable on such amount or any amount of fees payable hereunder to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant rate or withhold consents or waivers or give noticesamount, as the case may be) and , below that which the participant is entitled to be receive under its agreement with the sole Lender. The Lender to designate may furnish any information concerning the account to which payments shall be made by Borrower to in the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion possession of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of to assignees and participants (including prospective assignees and participants); provided that the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of require any Assignment. Each potential such prospective assignee or actual assignee, such participant (prospective or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (iiotherwise) to agree (for in writing to maintain the benefit confidentiality of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptioninformation. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly expressly set forth in Sections 2.1 and 2.2Article II, Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of Borrower in or under the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Documents. (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion and without the consent of Borrower to sell one or more of the Notes or Note Components or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes or Note Components (a “Participation”). Borrower agrees shall reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation, and Borrower shall promptly provide such information, legal opinions and documents relating to each Required SPE, Sponsor, the Property, the Approved Property Manager and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as non-fiduciary agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon Upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. Lender shall promptly reimburse Borrower for all costs and expenses incurred by Borrower, Sponsor or Operating Lessee in connection with the foregoing, except that Borrower, Sponsor and Operating Lessee shall pay their own legal expenses with respect thereto. (c) If, pursuant to this Section 9.7Section, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness such transferee shall, promptly upon receipt of such transferwritten request from Borrower, (i) to furnish to the transferor Lender either Borrower Form W-9, Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption fromW-8ECI, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionas applicable. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower Lender may not sell, assign pledge or transfer any interest in the Loan Documents otherwise hypothecate all or any portion thereof of this Agreement or grant participations herein (including provided Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder to an Eligible Assignee; provided, that in the absence of an Event of Default, Lender shall not grant such a participation to an Eligible Assignee (other than an Affiliate of Lender) without Borrower’s rightsconsent, titlewhich consent shall not unreasonably be withheld or delayed. Lender may also assign all or any part of the Loan and Lender’s obligations in connection therewith to one or more Eligible Assignees; provided, intereststhat in the absence of an Event of Default, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of shall not assign all or a portion of the its Loan to an Eligible Assignee (other than an Affiliate of Lender) without Borrower’s consent, which consent shall have the right from time to time not unreasonably be withheld or delayed. Lender shall notify Borrower in its discretion to sell one or more advance of the Notes identity of any proposed Eligible Assignee. With respect to assignments (and not participations) of this Agreement or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes rights hereunder, upon delivery to (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, and in order to effectuate any such Assignment or Participation. In the case absence of an AssignmentEvent of Default, the consent of Borrower contemplated above, which consent shall not unreasonably be withheld or delayed) Borrower of an executed copy of the Eligible Assignee’s assignment and acceptance (ia) each assignee such Eligible Assignee shall have, be deemed to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as be a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Eligible Assignee, relinquish its such Eligible Assignee shall have the rights and obligations of Lender hereunder and under the other Transaction Documents and other related documents (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Transaction Documents (including, without limitation, the obligation to fund the Eligible Assignee’s share of the Loan) and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new promissory note, as applicable (for delivery to the relevant Eligible Assignee), in the form of Exhibit A hereto but substituting Eligible Assignee’s name and evidencing such Eligible Assignee’s assigned portion of the Loan Documentsand a replacement promissory note, as applicable, in the principal amount of the Loan retained by Lender (such promissory note to be in exchange for, but not in payment of, the promissory note then held by Lender). The replacement promissory note shall be dated the date of the predecessor promissory note. Lender shall ▇▇▇▇ the predecessor promissory note “exchanged” and deliver it to Borrower. Accrued interest on that part of the predecessor promissory note evidenced by the new promissory note held by the Eligible Assignee, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Eligible Assignee. Accrued interest on that part of the predecessor promissory note evidenced by the replacement promissory note held by Lender shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the promissory note and paid at the same time or times provided in the predecessor promissory note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Eligible Assignee any financial or other information pertaining to Borrower or the Loan subject to standard confidentiality provisions and Lender’s obligations of confidentiality set forth in Section 9.18. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder.

Assignment and Participation. This Agreement and the Obligations of Borrowers may not be assigned by Borrowers. Any Lender may, subject to the limitations set forth below, assign or transfer, in whole or in part, its Warehousing Commitments in excess of $15,000,000 and the related Warehousing Advances, together with its corresponding rights under this Agreement and the other Loan Documents, and further any Lender may sell participations in all or any part of any of its Warehousing Commitment and the related Warehousing Advances or any other interest in the Obligations or any of its obligations hereunder to another Person, in which event: (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignmentassignment, upon consent by Credit Agent and Borrowers (i) such consent in each case not to be unreasonably withheld), the assignee shall have, to the extent of such Assignmentassignment (unless otherwise provided thereby), the rights, same rights and benefits and obligations of the assigning Lender as it would have if it were a “Lender” hereunder, and, if the assignee has expressly assumed, for the benefit of Borrowers, such Lender’s obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, and (b) in the case of a participation, the participating Person’s (a “Participant”) rights against the Lender from whom it has purchased such participation in respect of such participation are those set forth in the agreement executed by such Lender in favor of the Participant relating thereto. Such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender’s obligations under the other Loan Documents, (ii) whether or not such Lender shall remain the assigning holder of any Note. Such Lender shallshall retain all voting rights with respect to such Note, the Advances hereunder and such Lender’s Warehousing Commitment Amount. Borrowers, Credit Agent and the other Lenders shall continue to the extent that deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder have been assigned under the Loan Documents. Without limiting any Lender’s exclusive right to collect and enforce the Obligations owed to it, Borrowers agree that each participation will give rise to a debtor-creditor relationship between Borrowers and Participant, and Borrowers authorize each Participant, upon an occurrence of an Event of Default, to proceed directly by it right of setoff, bankers’ lien or otherwise, against any assets of Borrowers that may be held by that Participant. Notwithstanding the foregoing, nothing contained herein shall in any manner or to any extent affect the right of any Lender to pledge or assign Notes and interests in this Agreement to any Federal Reserve Bank pursuant to an Assignmentapplicable laws and regulations, relinquish or to assign its rights Notes and be released from its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement to keep, observe and perform all of its obligations under this Agreement, and (iii) one Lender all such assignments shall at all times serve be treated, considered and administered as agent for all Lenders a sale of a participation and not as an assignment and shall be subject to and governed by the sole provisions of this Section. Any Lender to whom notices, requests and other communications shall be addressed and may furnish any information concerning Borrowers in the sole party authorized to grant or withhold consents hereunder on behalf possession of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time to Affiliates of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrowers hereby consent to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form provision of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignmentinformation. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and agreed that each assignee of all or a portion of the Loan Bank shall have the right to assign at any time all or any portion of its Commitment and interests in the risk relating to the Loans and outstanding Letters of Credit hereunder in an amount equal to or greater than $2,500,000 (which assignment shall be of an equal percentage of its Commitment, the Loans and outstanding Letters of Credit unless otherwise agreed to by the Administrative Agent) to any Eligible Assignees with the prior written approval of the Administrative Agent and, if no Default or Event of Default exists, the Borrowers, which approvals shall not be unreasonably withheld or delayed; provided, however, that the Administrative Agent may assign without the consent of the Borrowers such portion of its Commitment and interests in the risk relating to the Loans and outstanding Letters of Credit necessary to reach its desired hold level. Any Bank may at any time, and from time to time in its discretion time, assign to sell one or more any Bank Affiliate of the Notes such Bank all or any interest therein (part of its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Borrowers. It is further agreed that each assignee which executes and delivers to the Administrative Agent and the Borrowers hereunder an “Assignment”) and/or sell a participation interest Assignment and Acceptance substantially in one or more the form of Exhibit F hereto together with an assignment fee in the Notes (a “Participation”). Borrower agrees reasonably amount of $3,500 payable by the assigning Bank to cooperate with Lenderthe Administrative Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Credit Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Credit Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the execution and delivery of such Assignment and Acceptance, the Borrowers shall issue to the assignee a Note in the amount of such assignee’s Commitment, dated the date of the assignment and otherwise completed in substantially the form of Exhibit B and to the extent any assigning Bank has retained a portion of its obligations hereunder, an appropriate replacement Note to the assigning Bank reflecting its assignment; (b) the Administrative Agent shall distribute to the Borrowers, the Banks and such assignee a schedule reflecting such changes; and (c) this Credit Agreement shall be appropriately amended to reflect (i) the status of the assignee as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank or financial institutions voting rights solely to those matters set forth in §14.8 which require the vote of each Bank directly affected thereby. Notwithstanding the foregoing, no assignment or participation shall operate to increase the Commitment hereunder or otherwise alter the substantive terms of this Credit Agreement, and (iii) one Lender no Bank which retains a Commitment hereunder shall at all times serve have a Commitment of less than $2,500,000, as agent for all Lenders and shall such amount may be reduced upon reductions in the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, Total Commitment pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower §2.2 hereof. Notwithstanding anything to the Lenders hereunder contrary contained in this §18, any Bank (and Borrower a “Granting Bank”) may fully rely thereongrant to a special purpose funding vehicle (an “SPV”) of such Granting Bank, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it identified as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners in writing from time to time of delivered by the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in partGranting Bank to the Administrative Agent and the Borrowers, Borrower will promptly the option to provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note Borrowers all or any replacement thereof)part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrowers pursuant to this Credit Agreement, provided that (a) nothing herein shall constitute a commitment to make any Loan by any SPV, (b) the Granting Bank’s obligations under this Credit Agreement shall remain unchanged, (c) the Granting Bank shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (d) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Bank to the same extent, and otherwise in as if, such Loan were made by the form of such Note Granting Bank. Each party hereto hereby agrees that no SPV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (and all liability for which shall remain with such other changes as may be reasonably required to reflect that such Note evidences only a portion the Granting Bank). In furtherance of the Loan and foregoing, each party hereto hereby agrees (which agreement shall survive the provisions termination of clause (iiithis Credit Agreement) above)that, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, one year and one day after the transferor Lender shall cause such transferee, concurrently with the effectiveness later of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or payment in full of all outstanding senior indebtedness of any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, SPV and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any State thereof. In addition, notwithstanding anything to agree the contrary contained in this §18, any SPV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Bank or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the benefit account of Lender such SPV to fund the Loans made by such SPV or to support the securities (if any) issued by such SPV to fund such Loans and Borrower(B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §5.4 or §6.4) to provide any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPV. In no event shall the transferor Lender Borrowers be obligated to pay to an SPV that has made a new Form W-8BEN Loan any greater amount than the Borrowers would have been obligated to pay under this Agreement if the Granting Bank had made such Loan. An amendment to this paragraph without the written consent of an SPV shall be ineffective insofar as it alters the rights and obligations of such SPV. Anything contained in this §18 to the contrary notwithstanding, any Bank may at any time pledge, without the consent of the Borrower or Form W-8ECI the Administrative Agent, all or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence portion of any previously delivered form its interest and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender rights under this Section 9.7. Credit Agreement (eincluding all or any portion of its Notes) Each Lender hereunder to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. 341. No such pledge or the enforcement thereof shall be individually and severally (and not jointly) liable for release the satisfaction of pledgor Bank from its obligations hereunder and or under any of the other Loan Documents.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsDocuments (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall ▇▇▇▇ the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or greater than $5,000,000 (or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, PROVIDED that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the prior written approval of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, which approvals shall have the right not be unreasonably withheld. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more of the Notes affiliate or such Bank all or any interest therein part of its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of EXHIBIT G hereto (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest together with an assignment fee in one or more the amount of $2,500 payable by the Notes (a “Participation”). Borrower agrees reasonably assigning Bank to cooperate with Lenderthe Administrative Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed Agreement and the sole party authorized to grant or withhold consents hereunder on behalf other Loan Documents. Upon the execution and delivery of such Assignment and Acceptance, (a) the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments Borrower shall be made by Borrower issue to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any assignee bank or other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes financial institution Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement such bank's or other financial institution's Commitment dated the date of an original Note the assignment or any replacement thereof)such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of such Note (EXHIBITS A or B, and with such other changes as may be reasonably required to reflect that such Note evidences only the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note, to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall issue a Competitive Bid Note in substantially the form of EXHIBIT C (and a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Administrative Agent shall distribute to the Borrower, the Banks and such bank or financial institution a schedule reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the provisions of clause (iii) above), upon return status of the Note then being replacedbank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The assigning Lender documents evidencing any such participation shall notify in writing each of the other Lenders of any Assignment. Each potential limit such participating bank's or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled financial institution's voting rights with respect to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrarymatters set forth in Section 15.8 which require the approval of all Banks. Notwithstanding the foregoing, after an Assignmentno assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, as such amount may be reduced upon reductions in the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, Total Commitment pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.Section

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower An Obligor may not sell, assign transfer its rights or transfer any interest in obligations hereunder without the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)prior written consent of all of the Noteholders. (b) Any Noteholder may by written notice to the Facility Agent, the other Noteholders and the Issuer, transfer all or any portion of its rights and obligations hereunder or under any other Finance Document to a Qualified Institutional Lender, provided that, in no event shall such transfer be made to a trust account or to a Qualified Institutional Lender that will not hold the Notes for its own account and each assignee of provided further that, notwithstanding the foregoing, a Noteholder may not transfer all or a portion of its rights hereunder or under any Finance Document unless such transfer (i) shall be least PhP500 million and in increments of PhP100 million. (ii) shall not result in any additional taxes or increased costs which the Loan Issuer agreed to assume under Section 4.1 (Taxes), or if there are such additional taxes or increased costs, the same shall have be borne by the right from time transferring Noteholder and its transferor; (iii) shall not increase the number of Noteholders and other persons who may be holding beneficial interest in the Notes to time more than 19; (iv) shall be carried out in its discretion accordance with the requirements of SRC Rule 9.2(2)(B) of the Amended Implementing Rules and Regulations of the SRC; and (v) shall not result to sell any one or more Noteholder owning at least 51% of the aggregate principal amount of the Notes or outstanding. Any transfer in violation of any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes foregoing shall be null and void. (a) Any act or omission of a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, Noteholder prior to the extent assignment, transfer or participation of any of such AssignmentNoteholder’s interest under the Finance Documents shall in all circumstances be conclusive and binding on the assignee, the rightstransferee or participant. The assignee, benefits and obligations transferee or participant shall agree to assume or perform that portion of the assigning Lender as a “Lender” hereunder or transferring Noteholder’s obligations under this Agreement that corresponds to the proportion of its rights so assigned, transferred or participated, and under the other Loan Documents, (ii) references to the assigning Lender shallor transferring Noteholder hereunder shall be construed accordingly as references to its assignee, transferee or participant, as may be relevant. (b) Without prejudice to any obligations which may have accrued on the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentdate of the assignment, relinquish its rights and transfer or participation, the transferring Noteholder shall be released from its the obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and expressed to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date subject of such assignment. (c) If, pursuant transfer or participation, and the transferee Noteholder shall become a party to this Section 9.7, any interest in this Agreement or any Note is transferred and will be bound by the obligations expressed to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness be subject of such transferassignment, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, transfer and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionparticipation. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower Lender may not sell, assign pledge or transfer any interest in the Loan Documents otherwise hypothecate all or any portion thereof of this Agreement or grant participations herein (including Borrower’s rightsprovided Lender acts as agent for any participants, titleexcept as provided below), interestsor in any of its rights and security hereunder, remediesincluding, powers and duties hereunder and thereunder). (b) without limitation, the Note. Lender and each assignee of may also assign all or a portion any part of the Loan shall have and the right from time Lender's obligations in connection therewith to time in its discretion to sell one or more commercial banks or other financial institutions or investors (each an "Assignee Lender"). Upon delivery to Borrower of an executed copy of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Assignee Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, 's assignment and acceptance (i) each assignee such Assignee Lender shall have, be deemed to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as be a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Loan Documents, (ii) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsDocuments (including, without limitation, the obligation to fund the Assignee Lender's share of the Loan). Within five Business Days after request of Lender and receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a renewal Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender's assigned portion of the Loan and a renewal Note or Notes, as applicable, in the principal amount of the Loan retained by Lender (such Note to be in exchange for, but not in payment of, the Note then held by Lender). Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between Lender and the Assignee Lender. Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the Note and paid at the same time or times provided in the predecessor Note and in this Agreement. Borrower authorizes Lender to disclose to any prospective participant or Assignee Lender any financial or other information pertaining to Borrower, the Loan, the Property or Improvements. In addition, Borrower agrees that, if so requested by Lender, Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents to be delivered to Lender to name the Assignee Lender as an additional insured or obligee, as Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 12.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2Subject to compliance with the provisions of this Section 17.8, Borrower may not sell, the Lender shall have the right to assign or transfer grant participations in all or part of the obligations of the Borrowers outstanding under this Credit Agreement or the Notes evidencing such obligations to Affiliates of the Lender or to any interest in the Loan Documents foreign, federal or any portion thereof (including Borrower’s rightsstate banking institution, title, interests, remedies, powers savings and duties hereunder and thereunder)loan association or finance company. (b) The Lender shall inform the Borrowers in advance as to any proposed assignment by the Lender and each assignee the identity of the prospective assignee. The consent of the Borrowers shall not be necessary for any assignment of all or any part of the Lender's interest under this Credit Agreement to any Affiliate of the Lender, any foreign, federal or state banking institution, savings and loan association or finance company or for any participation. As to any other assignment the consent of the Borrowers shall be required. (c) The Lender may sell participations (without the consent of the Borrowers) to one or more parties, in or to all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of rights and obligations under this Credit Agreement, the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents; provided, that (i) the Lender"s obligations under this Credit Agreement shall remain unchanged, (ii) the assigning Lender shall, shall remain solely responsible to the extent that rights and other parties hereto for the performance of such obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed Borrowers and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) Guarantor shall continue to have deal solely and directly with the benefits of any indemnifications contained Lender in connection with this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. PersonCredit Agreement, the transferor Lender shall cause such transferee, concurrently with Notes and the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionLoan Documents. (d) Borrower shall bear its own costs The Borrowers hereby agree to assist with any assignment made pursuant to this Section 17.8 by executing and expenses incurred delivering any documents or instruments reasonably requested by the Lender in connection with their compliance with any request by Lender under such assignment, including but not limited to, amendments to this Section 9.7Credit Agreement, consents to assignments or new promissory notes. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. Lender may also assign all or any part of any Loan and Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). Lender shall notify Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Loan Documents and other related documents and (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsDocuments (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by Lender (such Note to be in exchange for, but not in payment of, the Note then held by Lender). Such Note shall be dated the date of the predecessor Note. Lender shall m▇▇▇ the predecessor Note “exchanged” and deliver it to Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the Note and paid at the same time or times provided in the predecessor Note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower or the Loans. In addition, Borrower agrees that, if so requested by Lender, Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to Lender to name the Assignee Lender as an additional insured or obligee, as Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan risk relating to the Loans, outstanding Letters of Credit, and its Commitment hereunder in an amount equal to or greater than $5,000,000 (which assignment shall have be of an equal percentage of the right Commitment, the Loans and outstanding Letters of Credit unless otherwise agreed to by the Agent) to additional banks or other financial institutions with the prior written approval of the Agent and, if no Default or Event of Default exists, the Borrowers, which approvals shall not be unreasonably withheld. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more of the Notes affiliate or such Bank all or any interest therein (part of its rights and obligations under the Loan Documents by notice to the Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Agent and the Borrowers hereunder an “Assignment”) and/or sell a participation interest Assignment and Acceptance substantially in one or more the form of Exhibit E hereto together with an assignment fee in the Notes (a “Participation”). Borrower agrees reasonably amount of $3,500 payable by the assigning Bank to cooperate with Lenderthe Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. Upon the execution and delivery of such Assignment and Acceptance, and (iiia) one Lender the Borrowers shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower issue to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any bank or other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of financial institution a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement such bank's or other financial institution's Commitment dated the date of an original Note the assignment or any replacement thereof), such other date as may be specified by the Agent and otherwise completed in substantially the form of such Note (Exhibit A and with such other changes as may be reasonably required to reflect that such Note evidences only the extent any assigning Bank has retained a portion of its obligations hereunder, an appropriate replacement Note to the Loan assigning Bank reflecting its assignment; (b) the Agent shall distribute to the Borrowers, the Banks and such bank or financial institution a schedule reflecting such changes; and (c) this Agreement shall be appropriately amended to reflect (i) the provisions of clause (iii) above), upon return status of the Note then being replacedbank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The assigning Lender documents evidencing any such participation shall notify in writing each of the other Lenders of any Assignment. Each potential limit such participating bank or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled financial institutions voting rights with respect to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrarymatters set forth in 14.8 which require the vote of all Banks. Notwithstanding the foregoing, after an Assignmentno assignment or participation shall operate to increase the Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $5,000,000, as such amount may be reduced upon reductions in the assigning Lender (in addition Total Commitment pursuant to the assignee) shall continue to have the benefits of any indemnifications 2.2 hereof. Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior 19 to the date of such assignment. (c) If, pursuant to this Section 9.7contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest in and rights under this Agreement (including all or any Note is transferred portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Lenders organized under 4 of the Federal Reserve Act, 12 U.S.C. 341. No such pledge or the transferor Lender enforcement thereof shall cause such transferee, concurrently with release the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply pledgor Bank from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents.

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below) or in any of its rights and obligations hereunder. Lender may also assign all or any part of the Loans and Lender's obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). Lender shall provide Borrower notice at least ten (10) days in advance of the identity of any proposed Assignee Lender. Upon delivery to Borrower of an executed copy of the Assignee Lender's assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Transaction Documents and other related documents (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Transaction Documents (including the obligation to fund the Assignee Lender's share of one or more of the assigned or delegated Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new promissory note or notes, as applicable (for delivery to the relevant Assignee Lender), substantially in the form of Exhibit A or Exhibit B hereto, as applicable, but substituting Assignee Lender's name and evidencing such Assignee Lender's assigned portion of the Loan Documentsor Loans and a replacement promissory note or notes, as applicable, in the principal amount of the Loan or Loans retained by Lender (such 42 promissory note or notes to be in exchange for, but not in payment of, the promissory note or notes, as applicable, then held by Lender). The replacement promissory note or notes, as applicable, shall be dated the date of the predecessor promissory note. Lender shall ▇▇▇▇ the predecessor promissory note or notes, as applicable, “exchanged” and deliver it or them, as applicable, to Borrower. Accrued interest on that part of the predecessor promissory note evidenced by the new promissory note held by the Assignee Lender, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor promissory note evidenced by the replacement promissory note held by Lender shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the promissory notes and paid at the same time or times provided in the predecessor promissory note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower or the Loans so long as such Assignee Lender has agreed to be bound by the confidentiality provisions of this Agreement and such disclosure is made in material compliance with all applicable laws and regulations. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or greater than $5,000,000 (or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, provided that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the prior written approval of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, which approvals shall have the right not be unreasonably withheld. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more affiliate of the Notes such Bank all or any interest therein part of 76 -70- its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit G hereto (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest together with an assignment fee in one or more the amount of $3,500 payable by the Notes (a “Participation”). Borrower agrees reasonably assigning Bank to cooperate with Lenderthe Administrative Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights (except for indemnity rights arising out of the period prior to such assignment) and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed Agreement and the sole party authorized to grant or withhold consents hereunder on behalf other Loan Documents. Upon the execution and delivery of such Assignment and Acceptance, (a) the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments Borrower shall be made by Borrower issue to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any assignee bank or other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes financial institution Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement such bank's or other financial institution's Commitment dated the date of an original Note the assignment or any replacement thereof)such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of such Note (Exhibits A or B, and with such other changes as may be reasonably required to reflect that such Note evidences only the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note, to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall issue a Competitive Bid Note in substantially the form of Exhibit C (and a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); and (c) this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the provisions of clause (iii) above), upon return status of the Note then being replacedbank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The assigning Lender documents evidencing any such participation shall notify in writing each of the other Lenders of any Assignment. Each potential limit such participating bank's or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled financial institution's voting rights with respect to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrarymatters set forth in Section 16.8(b)(i) - (v). Notwithstanding the foregoing, after an Assignmentno assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, except as a result of reductions in the assigning Lender (in addition Total Commitment pursuant to the assignee) shall continue to have the benefits of any indemnifications Section 2.3 hereof. Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior Section 21 to the date of such assignment. (c) If, pursuant to this Section 9.7contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest in and rights under this Agreement (including all or any Note is transferred portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the transferor Lender enforcement thereof shall cause such transferee, concurrently with release the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply pledgor Bank from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; 77 -71- provided that such assignees or participants or potential assignees or participants shall agree to be bound by Section 19 hereof.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower This Agreement may not sellbe assigned by the Borrower. Bank shall have the unrestricted right at any time or from time to time, and without Borrower’s or any Guarantor’s consent, to assign or transfer any interest in the Loan Documents all or any portion thereof (including Borrower’s rights, title, interests, remedies, powers of its rights and duties obligations hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes banks or any interest therein other financial institutions (each, an “AssignmentAssignee”) and/or sell a participation interest ), and Borrower [and each Guarantor] agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment to Bank which new promissory notes shall be issued in replacement of; but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the Notes (respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such assignment and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a “Participation”). Borrower agrees reasonably party to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In this Agreement and shall have all of the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits rights and obligations of the assigning Lender as a “Lender” Bank hereunder (and under the any and all other Loan Documentsguaranties, (iidocuments, instruments and agreements executed in connection herewith) the assigning Lender shall, to the extent that such rights and obligations hereunder have been assigned by it Bank pursuant to an Assignmentthe assignment documentation between Bank and such Assignee, relinquish its rights and Bank shall be released from its obligations under this Agreement, hereunder and (iii) one Lender thereunder to a corresponding extent. Bank shall also have the unrestricted right at all times serve as agent for all Lenders any time and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof)time, and otherwise in without the form consent of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender or any Guarantor to grant to one or more banks or other financial institutions (each, a “Participant’) participating interests in Bank’s obligation to lend hereunder and/or any or all of the identity and address of loans held by Bank hereunder. In the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits event of any indemnifications contained in this Agreement which such assigning Lender had prior grant by Bank of a participating interest to such assignment with respect a Participant, whether or not upon notice to matters occurring prior to the date of such assignment. (c) IfBorrower, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender Bank shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (remain responsible for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction performance of its obligations hereunder and Borrower shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees or Participants, provided that Bank shall require any such prospective Assignees or Participants to agree in writing to maintain the confidentiality of such information. The foregoing is not to be understood as a limitation upon any other right or duty the Bank may have to make any disclosure to anyone under any applicable law. No action by the other Bank hereunder shall be deemed to change any of the financial terms or conditions set forth in any Loan DocumentsDocument without the express written consent of the Borrower.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan shall have risk relating to the right from time Loans and its Commitment hereunder in an amount equal to time or greater than (except in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignmentassignment by a Bank to any other Bank or Bank Affiliate, or unless otherwise agreed to by the Company and the Administrative Agent) $5,000,000 (or, if a Bank’s Commitment is less than $5,000,000, in a minimum amount equal to such Bank’s Commitment; provided that prior to any Commitment reductions pursuant to Section 2.6, such Bank’s Commitment was at least $5,000,000), to additional banks, other financial institutions or Bank Affiliates (other than Defaulting Banks) with the prior written approval (not to be unreasonably withheld or delayed) of the Administrative Agent, and, so long as no Event of Default has occurred and is continuing, the consent of the Company (provided that (i) each assignee the Company’s consent shall havenot be required in the case of an assignment by a Bank to any other Bank, any Bank Affiliate of any Bank or any Approved Fund of any Bank and (ii) the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the extent Administrative Agent within five Business Days after having received notice thereof), which approvals shall not be unreasonably withheld or delayed. Any Bank may at any time, and from time to time, assign to any branch, lending office, or Bank Affiliate all or any part of such Assignment, the rights, benefits its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Company. It is further agreed that each bank or other financial institution which executes and delivers to the Administrative Agent and the Company hereunder an Assignment and Assumption substantially in the form of Exhibit D hereto, or such other form approved by the Administrative Agent (an “Assignment and Assumption”) together with an assignment fee in the amount of $3,500 payable by the assigning Lender as Bank to the Administrative Agent, shall, on the date specified in such Assignment and Assumption, become a “Lender” hereunder party to this Agreement and under the other Loan Documents for all purposes of this Agreement and the other Loan Documents, (ii) and its portion of the assigning Lender Commitment and the Loans shall be as set forth in such Assignment and Assumption; provided, that the Administrative Agent may, in its sole discretion, elect to waive such assignment fee. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Assumption, relinquish its rights (except for indemnity rights arising out of the period prior to such assignment) and be released from its obligations under this AgreementAgreement and the other Loan Documents; provided that no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. In connection with any assignment of rights and obligations of any Defaulting Bank hereunder, and (iii) one Lender shall at all times serve as agent for all Lenders and no such assignment shall be effective unless and until, in addition to the sole Lender other conditions thereto set forth herein, the parties to whom noticesthe assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, requests and upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other communications shall be addressed compensating actions, including funding, with the consent of the Company and the sole party authorized to grant or withhold consents hereunder on behalf Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Lenders (subject, in each caseDefaulting Bank, to appointment each of a Servicer, pursuant to Section 9.22which the applicable assignee and assignor hereby irrevocably consent), to receive (x) pay and satisfy in full all payment liabilities then owed by such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower Defaulting Bank to the Lenders Administrative Agent or any Bank hereunder (and Borrower may fully rely interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, notwithstanding in the event that any contrary notice from assignment of rights and obligations of any other LenderDefaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs. Upon the execution and delivery of such Assignment and Assumption (a) to the extent applicable, the Company shall issue Notes (and replacement Notes) or the Administrative Agent shall make appropriate entries on the applicable loan account(s) to reflect such assignment of Loan(s); and (b) this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the status of the bank, financial institution or Bank Affiliate as a party hereto and (ii) the status and rights of the Banks hereunder. The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitment Percentages of, and principal amounts (ivand stated interest) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender Loans owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Company, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company and any Bank, at any reasonable time and from time to time upon reasonable prior notice. Each Bank shall also have the right to grant participations to one or more banks, other Lenders financial institutions or their custodian andBank Affiliates (other than Defaulting Banks) in its Commitment and the Loans. The documents evidencing any such participation shall limit such participating bank’s, if reasonably requested by Borrowerfinancial institution’s or Bank Affiliate’s, voting rights with respect to this Agreement to the matters set forth in Section 15.9(b)(i)-(v) and Section 15.9(b)(vi); and each such participant shall deliver notices (prepared by Borrower and reasonably satisfactory be entitled to such assigning Lender) the benefit of Section 3.4 hereof to Tenants and/or the Cash Management extent of its participation, subject to the limitations set forth therein. Each Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company orthat sells a participation shall, upon acting solely for this purpose as a non-fiduciary agent of the appointment of a ServicerCompany, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, maintain a register on which it shall enter enters the name or names and address of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor each participant and the assignee separate promissory notes principal amounts (and stated interest) of each participant’s interest in the amount of their respective interests Loans or other obligations under the Loan Documents (but, if applicable, with a notation thereon the “Participant Register”); provided that it is given in substitution for and replacement of an original Note no Bank shall have any obligation to disclose all or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan and Document) to any Person except to the provisions of clause (iiiextent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) above), upon return of the Note then being replacedUnited States Treasury Regulations. The assigning Lender Notwithstanding the foregoing, no assignment or participation shall notify in writing each (a) be made to the Company or any of its affiliates, a Defaulting Bank or any of its Subsidiaries or a natural person (including any holding company, investment vehicle or trust for, or owned and operated for the other Lenders primary benefit of any Assignment. Each potential a natural person) or actual assignee, participant (b) operate to increase the Total Commitment hereunder or investor in a Securitizationotherwise alter the substantive terms of this Agreement, and each Rating Agencyno Bank which retains a Commitment hereunder shall have a Commitment of less than $5,000,000, shall be entitled except as a result of reductions in the Total Commitment pursuant to receive all information received by Lender under this AgreementSection 2.6 hereof. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior Section 20 to the date contrary notwithstanding, any Bank may at any time pledge or assign a security interest in all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to secure obligations of such assignment. (c) IfBank, pursuant including any pledge or assignment to this Section 9.7, secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Bank from any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan DocumentsDocuments or substitute any such pledgee or assignee for such Bank as a party hereto or thereto. The Company agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that such assignees or participants or potential assignees or participants shall agree to be bound by Section 18 hereof.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, No Borrower may not sell, assign or transfer any interest in of its rights or obligations hereunder, under the Notes or under any other Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers Document without the prior written consent of each Lender and duties hereunder and thereunder)the Issuing Bank. (b) Each Lender and each assignee may at any time sell assignments or participations of all up to one hundred percent (100%) of its interest hereunder to (A) one (1) or more wholly-owned Affiliates of such Lender or Approved Funds (provided, -------- however, that if such Affiliate is not a portion financial institution, such Lender ------- shall be obligated to repurchase such assignment if such Affiliate is unable to honor its obligations hereunder), (B) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Loan Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank (provided, however, that no such assignment shall have the right relieve such Lender from its -------- ------- obligations hereunder) or (C) any Lender. (c) Each Lender may at any time sell assignments or participations to time in its discretion to sell one or more of the Notes Persons pursuant to which each Lender may assign or any participate its interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits under this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, including its interest in any particular Advance or portion thereof; provided, however, that -------- ------- (1) all assignments (other than assignments described in Section 11.5(b) hereof) shall be in minimum principal amounts of the lesser of (X) $5,000,000.00 (unless otherwise consented to by the Administrative Agent and, prior to the occurrence and continuance of an Event of Default, the Borrower), and (Y) the amount assigned of such Lender's Revolving Loan Commitment, Term Loan A Commitment and, if applicable, Incremental Facility Commitment (in a single assignment only), and (2) all assignments and participations (other than assignments and participations described in Section 11.5(b) hereof) hereunder shall be subject to the following additional terms and conditions: (i) no assignment shall be sold without the prior consent of the Administrative Agent and, prior to the occurrence and continuation of a Default or Event of Default, the consent of the Borrowers, in each case, which consent shall not be unreasonably withheld, delayed or conditioned; (ii) any Person purchasing a participation or an assignment of any portion of the Loans from any Lender shall be required to represent and warrant that its purchase shall not constitute a "prohibited transaction" (as defined in Section 4.1(m) hereof); (iii) the Borrowers, the Lenders, and the Administrative Agent agree that assignments permitted hereunder (including the assignment of any Advance or portion thereof) may be made with all voting rights, and shall be made pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit Z attached hereto, and an administrative fee of --------- $3,500.00 shall be payable to the Administrative Agent either by the assigning Lender shallor the assignee thereof at the time of any assignment under this Section 11.5(c); (iv) no participation agreement shall confer any rights under this Agreement or any other Loan Document to any purchaser thereof, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released or relieve any issuing Lender from any of its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and actions hereunder shall be conducted as if no such participation had been granted; provided, however, that any participation -------- ------- agreement may confer on the sole participant the right to approve or disapprove items requiring unanimous Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, consent pursuant to Section 9.2211.12 hereof; (v) each Lender agrees to provide the Administrative Agent and the Borrowers with prompt written notice of any issuance of assignments of its interests hereunder; (vi) no assignment, to receive such notices, requests and participation or other communications and/or to grant transfer of any rights hereunder or withhold consents or waivers or give noticesunder the Notes shall be effected that would result in any interest requiring registration under the Securities Act of 1933, as the case amended, or qualification under any state securities law; (vii) no such assignment may bebe made to any bank or other financial institution (x) and to be the sole Lender to designate the account with respect to which payments shall be made by Borrower to a receiver or conservator (including, without limitation, the Lenders hereunder Federal Deposit Insurance Corporation, the Resolution Trust Company or the Office of Thrift Supervision) has been appointed or (and Borrower may fully rely thereony) that is not "adequately capitalized" (as such term is defined in Section 131(b)(1)(B) of the Federal Deposit Insurance Corporation Improvement Act as in effect on the Agreement Date); and (viii) if applicable, notwithstanding any contrary notice from any other Lender)each Lender shall, and (iv) any assigning Lender that no longer holds any portion shall cause each of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian andits assignees to, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note Administrative Agent on or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the effective date of any assignment an appropriate Internal Revenue Service form as required by Applicable Law supporting such assignment. Lender's or assignee's position that no withholding by any Borrower or the Administrative Agent for United States income tax payable by such Lender or assignee in respect of amounts received by it hereunder is required. For purposes of this Agreement, an appropriate Internal Revenue Service form shall mean Form 1001 (cOwnership Exemption or Reduced Rate Certificate of the United States Department of Treasury), or Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) Ifor Form W-8, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, successor or related forms adopted by the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionrelevant United States taxing authorities. (d) Borrower Except as specifically set forth in Section 11.5(b) or (c) hereof, nothing in this Agreement or the Notes, expressed or implied, is intended to or shall bear its own costs confer on any Person other than the respective parties hereto and expenses incurred in connection with thereto and their compliance with successors and assignees permitted hereunder and thereunder any request by Lender benefit or any legal or equitable right, remedy or other claim under this Section 9.7Agreement or the Notes. (e) Each In the case of any participation, all amounts payable by the Borrowers under the Loan Documents shall be calculated and made in the manner and to the parties hereto as if no such participation had been sold. (f) The provisions of this Section 11.5 shall not apply to any purchase of participations among the Lenders pursuant to Section 2.11 hereof. (g) The Administrative Agent, acting, for this purpose only, as agent of the Borrowers shall maintain, at no extra charge to the Borrowers, a register (the "Register") at the address to which notices to the Administrative Agent are -------- to be sent under Section 11.1 hereof on which Register the Administrative Agent shall enter the name, address and taxpayer identification number (if provided) of the registered owner of the Loans evidenced by a Registered Note or, upon the request of the registered owner, for which a Registered Note has been requested. A Registered Note and the Loans evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the Loans evidenced thereby on the Register. Any assignment or transfer of all or part of such Loans and the Registered Note evidencing the same shall be registered on the Register only upon compliance with the other provisions of this Section 11.5 and surrender for registration of assignment or transfer of the Registered Note evidencing such Loans, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the Registered Noteholder thereof, and thereupon one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s) and, if less than the aggregate principal amount of such Registered Notes is thereby transferred, the assignor or transferor. Prior to the due presentment for registration of transfer of any Registered Note, the Borrowers and the Administrative Agent shall treat the Person in whose name such Loans and the Registered Note evidencing the same is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding any notice to the contrary. (h) The Register shall be available for inspection by the Borrowers and any Lender at any reasonable time during the Administrative Agent's regular business hours upon reasonable prior notice. (i) Notwithstanding any other provision in this Agreement, any Lender that is a fund that invests in bank loans may, without the consent of the Administrative Agent or the Borrowers, pledge all or any portion of its rights under, and interest in, this Agreement and the Notes to any trustee or to any other representative of holders of obligations owed or securities issued, by such fund as security for such obligations or securities; provided, however, -------- ------- that any transfer to any Person upon the enforcement of such pledge or security interest may only be made subject to the assignment provisions of this Section 11.5. (j) Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an --------------- "SPC") sponsored by such Granting Lender, identified as such in writing from --- time to time by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing -------- ---- herein shall constitute a commitment by any SPC to make any Advance, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The Loans by an SPC hereunder shall be individually Loans under and severally (pursuant to the Revolving Loan Commitment, Term Loan A Commitment, Term Loan B Commitment and/or, if applicable, Incremental Facility Commitment of the Granting Lender to the same extent, and not jointly) as if, such Loans 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 shall remain with the satisfaction 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 any SPC, it, solely in its capacity as a party hereto and to any other Loan Document, 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 addition, notwithstanding anything to the contrary contained in this Section 11.5, any SPC may (i) with notice to, but without the prior written consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its obligations interests in any Advances to the Granting Lender or to any financial institutions (consented to by the Borrowers and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 11.5(j) may not be amended without the written consent of any SPC which has been designated in writing as provided in the first sentence hereof and holds any outstanding Loans. The designation by a Granting Lender of an SPC to fund Advances (i) shall be deemed to be a representation, warranty, covenant and agreement by such Granting Lender to the Borrowers and all other parties hereunder that (A) the funding and maintaining of such Advances by such SPC shall not constitute a "prohibited transaction" (as defined in Section 4.1(m) hereof), and (B) such designation, funding and maintenance would not result in any interest requiring registration under the Securities Act of 1933, as amended, or qualification under any state securities law, and shall from time to time provide to the Borrowers the tax and other Loan Documentsforms required pursuant to Section 2.09(e) hereof with respect to such SPC as though such SPC were a Lender hereunder. In no event shall the Borrowers or any Lender other than the Granting Lender be obligated hereunder to pay any additional amounts under any provision of this Agreement (pursuant to Article X hereof or otherwise) by reason of a Granting Lender's designation of an SPC or the funding or maintenance of Advances by such SPC, in excess of amounts which the Borrowers would have been obligated to pay if such Granting Lender had not made such designation and such Granting Lender were itself funding and maintaining such Advances. The Administrative Agent shall register the interest of any SPC in an advance from time to time on the Register maintained pursuant to Section 10.05(g) hereof.

Assignment and Participation. (a) Except as explicitly Subject to the limitations set forth in Sections 2.1 the Subordination and 2.2Intercreditor Agreement, Borrower Interpool may not sell, assign make one or transfer any interest more assignments of its interests in the Loan Note to one or more assignees; PROVIDED, HOWEVER, that the minimum principal amount that may be assigned to any assignee shall be $5,000,000 and provided further that the consent of Company shall be required if the assignment is to a direct competitor of Company or an affiliate of any direct competitor of Company (although no such consent shall be required if substantially all of the assets of Interpool are assigned to any such competitor). If Interpool shall transfer the Note, it shall promptly advise Company of the identity of the assignee, the amount of the Note assigned and the effective date of the assignment (Company shall be entitled conclusively to assume that no transfer of the Note has been made by any holder unless and until Company shall have received written notice to the contrary) and each such assignee shall become a party to this Agreement upon: the delivery to Company of a supplemental assignment and acceptance agreement executed by Interpool and the assignee and the delivery of a copy thereof to Company along with or after delivery of the notice referred to earlier in this sentence. Each transferee of the Note shall take such Note subject to the provisions of this Agreement and to any request made, waiver, or consent given, or other action taken under this Agreement and the Ancillary Documents or any portion thereof (including Borrower’s rightsprior to the receipt by Company of written notice of such transfer and, titleexcept as expressly otherwise provided in such notice, interestsCompany shall be entitled conclusively to assume that the transferee named in such notice shall thereafter be vested with all of the rights and powers of the payee of such Note arising under this Agreement, remediessuch Note, powers the Ancillary Documents, and duties hereunder and thereunder)the other agreements referred to herein. (b) Lender and each assignee of all or a portion Subject to the limitations of the Loan shall have the right from time to time in its discretion to sell Subordination and Intercreditor Agreement, Interpool may grant one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation participations in its interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with LenderNote; PROVIDED, at Lender’s requestHOWEVER, in order to effectuate any such Assignment or Participation. In the case of an Assignment, that: (i) each assignee Interpool shall havenot grant a participation in the Note to a direct competitor of Company or an affiliate of any direct competitor of Company, without the written consent of Company; (ii) any such grant of a participation will be made in compliance with all applicable state or federal laws, rules, and regulations; (iii) Interpool shall not grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement, the Ancillary Documents, or the Note, except to the extent such amendment or waiver would: (1) extend the due date for payment of any amount respecting the Note in which such Assignment, participant is participating; (2) reduce the rights, benefits and obligations interest rate or the amount of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, principal or fees applicable to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, Note in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive which such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender)participant is participating, and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause participant would be eligible to be maintained, as agent for Borrower, a register on which it shall enter an assignee pursuant to Section 11.7(a). In the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness case of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignmentparticipation, the party conveying the Assignment participant shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to not have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in rights under this Agreement or any Note is transferred to any transferee that is not a U.S. Person, of the transferor Lender shall cause other documents entered into in connection herewith (the participant's rights against such transferee, concurrently with the effectiveness Interpool in respect of such transfer, (i) participation to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction be those set forth in the rate of, U.S. withholding tax on participation or other agreement executed by Interpool and the participant relating thereto) and all interest payments hereunder, and (ii) Amounts payable to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender Interpool hereunder shall be individually and severally (and determined as if such Interpool had not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documentssold such participation.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees to reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation, and Borrower shall promptly provide such information, legal opinions and documents relating to Borrower, any Single-Purpose Equityholder, Sponsor, the Property, the Approved Property Manager and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder hereunder. Lender (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion or an Affiliate of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 The Issuing Bank may assign all or a portion of its rights and 2.2, Borrower may not sell, assign obligations under this Agreement and/or sell or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee otherwise dispose of all or a portion of any of its claims in any case, proceeding or other action commenced by or against the Loan shall Obligors under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it a bankrupt or insolvency, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, in each case, so long as no Event of Default has occurred and is continuing, with the right from time consent of the Company (such consent not to time be unreasonably withheld or delayed); provided that the Company’s consent will not be required in its discretion the case of assignments to an Affiliate of the Issuing Bank (including without limitation, The Royal Bank of Scotland PLC). UTi Worldwide Inc. Letter of Credit Agreement (b) In addition, at any time, the Issuing Bank may, without the consent of the Company, sell participations to one or more of the Notes banks or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes other entities (a “ParticipationParticipant”). Borrower agrees reasonably to cooperate with Lender, at Lender) in all or a portion of the Issuing Bank’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, rights and obligations under this Agreement; provided that (i) each assignee the participating Issuing Bank’s obligations under this Agreement shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documentsremain unchanged, (ii) the assigning Lender shall, participating Issuing Bank shall remain solely responsible to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this AgreementCompany for the performance of such obligations, and (iii) one Lender the Company shall at continue to deal solely and directly with the participating Issuing Bank in connection with the Issuing Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Issuing Bank sells such a participation shall provide that the Issuing Bank 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 Issuing Bank will not, without the consent of each Participant, agree to any amendment, modification or waiver which (x) has the effect of increasing the Maximum Draw Amount, reducing the rate of interest, letter of credit fees or any other amount payable to the Issuing Bank hereunder or under any other Financing Agreement, extending the applicable termination date, and releasing all times serve as agent for or substantially all Lenders of the Subsidiary Guarantors or all or substantially all of the value of the Guaranty from the Guaranty or all or substantially all of any Credit Support provided under this Agreement and (y) directly affects such Participant (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in the Maximum Draw Amount shall be permitted without consent of any Participant if the sole Lender to whom notices, requests and other communications Participant’s participation is not increased as a result thereof). The Company agrees that each Participant shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower entitled to the Lenders hereunder (benefits of Sections 16.1, 16.2 and Borrower may fully rely thereon16.3 to the same extent as if it were the Issuing Bank; provided, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, Participant shall be entitled to receive all information received by Lender under this Agreement. After any greater amount pursuant to such subsections than the effectiveness of any Assignment, the party conveying the Assignment shall provide notice participating Issuing Bank would have been entitled to Borrower and each Lender receive in respect of the identity and address amount of the assignee and participation transferred by the amount so assignedparticipating Issuing Bank to such Participant had no such transfer occurred. Notwithstanding anything in this Agreement To the extent permitted by law, each Participant also shall be entitled to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to Section 15.3 as though it were the date Issuing Bank. Section 14.3 [Intentionally Omitted]. Section 14.4 [Intentionally Omitted]. SECTION 15 PAYMENTS GENERALLY Section 15.1 Place of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender Payment. Payments made hereunder shall be individually and severally made in Stamford, Connecticut at the principal office of The Royal Bank of Scotland N.V. The Company may at any time, by notice to the Issuing Bank, change the place of payments hereunder so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction. Section 15.2 [Intentionally Omitted]. Section 15.3 Section 15.4 Section 15.5 Set-off. The Issuing Bank may set off any matured obligation owed to it by an Obligor under the Financing Agreements (and to the extent beneficially owned by the Issuing Bank) against any obligation (whether or not jointlymatured) liable owed by the Issuing Bank to an Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Issuing Bank may convert either obligation at a market rate of exchange in its usual course of business for the satisfaction purpose of its obligations hereunder and under the other Loan Documents.set-off. 47

Assignment and Participation. (a) Except as explicitly expressly set forth in Sections 2.1 and 2.2Article II, Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of Borrower in or under the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Documents. (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion and without the consent of Borrower to sell one or more of the Notes or Note Components or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes or Note Components (a “Participation”). Borrower agrees shall reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation, and Borrower shall promptly provide such information, legal opinions and documents relating to each Required SPE, Sponsor, the Property, the Approved Property Manager and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. The foregoing shall be at Lender’s sole cost and expense; provided that Borrower shall pay its own legal expenses up to the amount that, when aggregated with Borrower’s expenses under Section 1.1(c) and the Cooperation Agreement, shall not exceed $25,000 (and any excess over such amount shall be paid by Lender). In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.228.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as non-fiduciary agent for Borrower, a register on which it shall enter (i) the name or names of the registered owner or owners from time to time of the NotesNotes and (ii) principal amounts (and stated interest) of the Notes owing to each registered owner or owners. Borrower agrees that Subject to Section 1.1(c), upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing Subject to Section 8.24, each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7Section, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness such transferee shall, promptly upon receipt of such transferwritten request from Borrower, (i) to furnish to the transferor Lender either Borrower Form W-8BEN W-9, Form W-8BEN, or Form W-8ECI or any other form in order to establish an exemption fromW-8ECI, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionas applicable. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, The Borrower may not sell, assign or transfer any interest in this Agreement, the other Loan Documents Documents, or any part thereof. The Borrower consents to the Bank's participation, sale, assignment, delegation, transfer or other disposition at any time hereafter of the Loans, this Agreement or the other Loan Documents, or of any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)hereof or thereof. (b) Lender The Bank may assign to banks or other Persons ("Assignees") all or a portion of its rights and each assignee of obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loan outstanding Loans and its obligations to extend credit under Section 2.1 hereof) and may act as agent for any or all such Assignees; provided, however, that, in connection with any such assignment, the Bank shall act as administrative agent for all such Assignees, and the Bank, in any such event, shall retain not less than a fifty percent (50%) interest in all outstanding Loans and in the obligation hereunder to extend credit under Section 2.1 hereof. Upon any assignment and written notice to the Borrower, unless otherwise agreed between the Bank and the particular Assignee, (i) the Assignee thereunder shall be deemed a party hereto and, to the extent that rights and obligations (including any portion of any Loans or obligations to extend credit under Section 2.1 hereof) hereunder have been assigned to it, shall have the rights and obligations of the Bank hereunder with respect thereto and, upon notice to the Borrower, shall have the right from time to time in its discretion receive copies of all documents and notices required to sell one or more of be sent by the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such AssignmentBank hereunder, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentit, relinquish its rights and be released from its obligations under this Agreement, and Agreement (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subjectand, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be of an assignment covering all or the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any remaining portion of the Bank's rights and obligations under this Loan Agreement, the Bank shall deliver any Collateral held by it as Lender cease to be a party hereto, provided that the Assignee or Assignees have assumed all of the Bank's obligations under this Loan Agreement and the other Lenders Loan Documents). However, no assignment by the Bank shall release or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or otherwise affect the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names obligations of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment Bank with respect to matters any breach by the Bank of this Loan Agreement occurring prior to the date of such assignment. (c) IfThe Bank, in its sole discretion, may allow other Persons to participate with the Bank in its Loans hereunder, pursuant to this Section 9.7, a participation agreement in a form acceptable to the bank (a "Participation Agreement"). The Participant shall not have any interest in rights under this Agreement or any Note is transferred of the other Loan Documents (the Participant's rights against the Bank in respect of such participation to be those set forth in the Participation Agreement) and all amounts payable by the Borrower hereunder shall be determined as if the Bank had not sold such participation. In the event that the Bank includes other Participants herein at any transferee that is not a U.S. Persontime hereafter, the transferor Lender shall cause such transferee, concurrently with Borrower will execute any necessary documents to effectuate the effectiveness rights of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, Participants and to comply from time to time with all applicable U.S. laws delineate the rights, powers and regulations with regard to such withholding tax exemptionobligations of the Bank, as the Bank may reasonably require. (d) Borrower shall bear its own costs and expenses incurred The Bank may, in connection with their compliance with any request by Lender under assignment or participation or proposed assignment or participation pursuant to this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for 10.6, disclose to the satisfaction of its obligations hereunder and under the other Loan Documents.Assignee or Participant

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or greater than $5,000,000 (or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, provided that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the prior written approval of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, which approvals shall have the right not be unreasonably withheld. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more of the Notes affiliate or such Bank all or any interest therein part of its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit G hereto (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest together with an assignment fee in one or more the amount of $3,500 payable by the Notes (a “Participation”). Borrower agrees reasonably assigning Bank to cooperate with Lenderthe Administrative Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed Agreement and the sole party authorized to grant or withhold consents hereunder on behalf other Loan Documents. Upon the execution and delivery of such Assignment and Acceptance, (a) the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments Borrower shall be made by Borrower issue to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any assignee bank or other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes financial institution Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement such bank's or other financial institution's Commitment dated the date of an original Note the assignment or any replacement thereof)such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of such Note (Exhibits A or B, and with such other changes as may be reasonably required to reflect that such Note evidences only the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note, to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall issue a Competitive Bid Note in substantially the form of Exhibit C (and a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Administrative Agent shall distribute to the Borrower, the Banks and such bank or financial institution a revised Schedule 1 reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the provisions of clause (iii) above), upon return status of the Note then being replacedbank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The assigning Lender documents evidencing any such participation shall notify in writing each of the other Lenders of any Assignment. Each potential limit such participating bank's or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled financial institution's voting rights with respect to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrarymatters set forth in Section 16.8 which require the approval of all Banks. Notwithstanding the foregoing, after an Assignmentno assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, as such amount may be reduced upon reductions in the assigning Lender (in addition Total Commitment pursuant to the assignee) shall continue to have the benefits of any indemnifications Section 2.3 hereof. Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior Section 21 to the date of such assignment. (c) If, pursuant to this Section 9.7contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest in and rights under this Agreement (including all or any Note is transferred portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the transferor Lender enforcement thereof shall cause such transferee, concurrently with release the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply pledgor Bank from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that such assignees or participants or potential assignees or participants shall agree to be bound by Section 19 hereof.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower Any Lender (herein sometimes called a “Granting Lender”) may not sell, assign or transfer any interest grant a participation in the Loan Documents Credit Facility to one or any portion thereof more financial institutions or other entities (including a “Participant”); provided, that prior to an Event of Default, a Lender shall not grant a participation in the Credit Facility to (i) a Person if such participation would increase the cost of the Credit Facility to the Borrower in respect of payments made to the Lender and/or the Participant or (ii) a Person that is a direct business competitor of the Borrower’s rights. If a participation is granted, title, interests, remedies, powers (i) the Granting Lender shall remain fully liable for all of its obligations and duties hereunder and thereunder).responsibilities under this Agreement to the same extent as if the participation had (b) Any Lender and each assignee of (herein sometimes called an “Assigning Lender”) may assign all or a any portion of its rights and obligations under the Loan shall have the right from time Credit Facility to time in its discretion to sell one or more financial institutions or other entities (other than any Defaulting Lender) (each an “Assignee”); provided, that prior to an Event of Default, a Lender shall not assign its rights or obligations under the Credit Facility to (i) a Person if such assignment would increase the cost of the Notes Credit Facility to the Borrower in respect of payments made to the Assignee or any interest therein (an “Assignment”ii) and/or sell a participation interest in one or more Person that is a direct business competitor of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with LenderBorrower; and, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignmentprovided further, (i) each that if an assignment relates to a Letter of Credit, such assignment must be approved by the Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning is itself already a Lender as with a “Lender” hereunder and Commitment under the other Loan DocumentsCredit Facility, and (ii) that each such assignment shall be in minimum amounts of US$[DELETION]. Without limiting the assigning Lender shallgenerality of the foregoing, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one no Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds assign any portion of its Commitment if, after that assignment, the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. Assigning ▇▇▇▇▇▇▇ ’s Commitment would be less than US$[DELETION]. An assignment shall become effective when the Borrower and the Administrative Agent have been notified of it by the Assigning Lender and have received from the parties to the assignment an executed Assignment and Assumption Agreement in the form of Schedule 13.1(3)(b) (addressed to all the parties to this Agreement) and the Administrative Agent has received from the Assignee an assignment fee of a minimum of Cdn$[DELETION] per Lender per assignment [Amounts have been deleted for confidentiality reasons.]. From and after the effective date specified in the Assignment and Assumption Agreement, the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party under this Agreement in respect of the rights and obligations assigned to it, and the Assigning Lender shall be released and discharged accordingly and to the same extent, and such Schedules as applicable shall be amended accordingly from time to time without further notice or other requirement. Each partial assignment shall be made as an assignment of a proportionate part of all of the Assigning ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor ▇▇’s rights and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender obligations under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignmentAdvances or the Commitment assigned. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly expressly set forth in Sections 2.1 and 2.2Article II, Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of Borrower in or under the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Documents. (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion and without the consent of Borrower to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees shall reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation, and Borrower shall promptly provide such information, legal opinions and documents relating to each Required SPE, Sponsor, the Property, the Approved Property Manager and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as non-fiduciary agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon Upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. Lender shall promptly reimburse Borrower for all costs and expenses incurred by Borrower, Sponsor or Operating Lessee in connection with the foregoing, except that Borrower, Sponsor and Operating Lessee shall pay their own legal expenses with respect thereto. (c) If, pursuant to this Section 9.7Section, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness such transferee shall, promptly upon receipt of such transferwritten request from Borrower, (i) to furnish to the transferor Lender either Borrower Form W-9, Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption fromW-8ECI, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionas applicable. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer participate at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment and interests in the Loan risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or greater than $5,000,000 (which assignment shall be of an equal percentage of such Bank's Commitment, the Revolving Credit Loans and outstanding Letters of Credit) to additional banks or other financial institutions with the prior written consent of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the right from time Borrower, which approvals shall not be unreasonably withheld. It is further agreed that each bank or other financial institution which executes and delivers to time the Banks and the Borrower an Assignment and Acceptance in its discretion to sell one or more substantially the form of the Notes or any interest therein Exhibit F (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest shall, on the date specified in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Credit Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Credit Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, and its Commitment shall be as set forth in such Assignment and Acceptance. Upon the execution and delivery of such Assignment and Acceptance and payment by the assigning bank of an assignment fee in the amount of $3,500 to the Agent (iithe assigning Bank and/or assignee Bank also being responsible for their own legal fees incurred in connection with such assignment), (a) the assigning Lender shallBorrower shall issue to such bank or other financial institution a Revolving Credit Note in the amount of such bank's or other financial institution's Commitment dated the Closing Date or such other date as may be specified by the Agent and otherwise completed in substantially the form of Exhibit A hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.has retained a

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder. With the prior written consent of Borrower, not to be unreasonably withheld or delayed, Lender may also assign all or any part of the Facility and Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). Upon delivery to Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Transaction Documents and other related documents, and (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsTransaction Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Facility) and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new subordinated note, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Facility and a replacement subordinated note, as applicable, in the principal amount of the Facility retained by Lender (such subordinated note to be in exchange for, but not in payment of, the subordinated note then held by Lender). Such subordinated note shall be dated the date of the predecessor Subordinated Note. Lender shall ▇▇▇▇ the predecessor Subordinated Note “exchanged” and deliver it to Borrower. Accrued interest on that part of the predecessor Subordinated Note evidenced by the new subordinated note, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Subordinated Note evidenced by the replacement subordinated note shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the subordinated note and paid at the same time or times provided in the predecessor Subordinated Note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower or the Facility; provided that such prospective Assignee Lender agrees to accept such financial and other information subject to the same obligations of confidentiality applicable to Lender under this Agreement and further agrees to utilize such information solely in connection with its determination to participate in and/or purchase the Subordinated Debt. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder. Should the Facility be subsequently held by three (3) or more unaffiliated parties, the Borrower and Lender agree to enter into an agreement with US Bank, National Association, or such other entity mutually acceptable to Borrower and Lender (the “Servicing Agent”), pursuant to which the Servicing Agent will receive each quarterly interest payment from the Borrower and distribute such payment to the respective holders of the Facility.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Each Lender and each assignee of all or a portion of the Loan shall have the right from time to time in assign, transfer, sell, negotiate, pledge or otherwise hypothecate this Agreement and any of its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits rights and obligations of the assigning Lender as a “Lender” security hereunder and under the other Loan DocumentsDocuments to any other Eligible Assignee with the prior written consent of the Agent and with the prior written consent of Borrower, which consents by the Agent and the Borrower shall not be unreasonably withheld, conditioned or delayed (provided that, in the case of the Borrower, such consent shall not be required if a Default or Event of Default shall have occurred and be continuing and provided, further, such consent shall not be required from either the Agent or the Borrower in connection with any assignment as to which (a) the assignee is an existing Lender (other than a Defaulting Lender) or (b) an Affiliate or a Related Fund of the assigning Lender)); provided, however, that (i) the parties to each such assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Assumption in form and substance satisfactory to the Agent and substantially in the form set forth in Exhibit B attached hereto, (ii) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement, (iii) unless the Agent and, so long as no Event of Default exists, Borrower otherwise consent, the aggregate amount of the Commitment of the assigning Lender shallbeing assigned pursuant to each such assignment shall in no event be less than One Million Dollars ($1,000,000.00), provided, however, that such minimum amount shall not apply if either (x) the assignee is an Affiliate or Related Fund of the Assigning Lender or (y) the Lender is assigning its entire remaining interest in the Loan, (iv) the Agent shall receive from the assigning Lender a processing fee of Three Thousand Five Hundred Dollars ($3,500.00), provided, however, that such fee shall not apply if the assignee is an Affiliate or Related Fund of the Assigning Lender, and (v) if the assignment is less than the assigning Lender's entire interest in the Loan, the assigning Lender must retain at least a One Million Dollar ($1,000,000.00) interest in the Loan, provided that such minimum shall not apply if the assignee is an Affiliate or Related Fund of the assigning Lender. The Agent may designate any Eligible Assignee accepting an assignment of a specified portion of the Loans to be a Co-Agent, an "Arranger" or similar title, but such designation shall not confer on such Assignee the rights or duties of the Agent. Upon such execution, delivery, approval and acceptance, and upon the effective date specified in the applicable Assignment and Assumption, (a) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by such Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (b) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to an Assignmentsuch Assignment and Assumption, relinquish its rights and be released from its obligations under hereunder and thereunder thereafter accruing. Notwithstanding anything contained in this AgreementSection 13.22 to the contrary, and prior to the occurrence of an Event of Default, (iiix) one Lender KeyBank National Association shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf hold not less than twenty-five percent (25%) of the Lenders Lenders' interest in the Facility and (subject, y) KeyBank National Association's interest in the Facility shall at all times equal or exceed the interest of each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), . 13.22.1 By executing and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower delivering an Assignment and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an AssignmentAssumption, the assigning Lender thereunder and the Eligible Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) except as provided in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such Assignment and Assumption, such assigning Lender had prior to such assignment makes no representation or warranty and assumes no responsibility with respect to matters occurring prior to the date of such assignment. (c) Ifany statements, pursuant to this Section 9.7, any interest warranties or representations made in or in connection with this Agreement or any Note is transferred to any transferee that is not a U.S. Personother Loan Document or the execution, the transferor Lender shall cause such transfereelegality, concurrently with the effectiveness validity, enforceability, genuineness, sufficiency or value of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI this Agreement or any other form Loan Document or any other instrument or document furnished in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and connection therewith; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to agree (for the benefit financial condition of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN Borrower or Form W-8ECI the performance or observance by the Borrower of any of its obligations under any Loan Document or any forms other instrument or document furnished in connection therewith; (iii) such Eligible Assignee confirms that it has received a copy of this Agreement together with such financial statements, Loan Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to become a Lender hereunder; (iv) such Eligible Assignee will, independently and without reliance upon Agent, the assigning Lender 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 Eligible Assignee appoints and authorizes the Agent to take such action as the Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form incidental thereto; and comparable statements (vi) such Eligible Assignee agrees that it will perform in accordance with applicable U.S. laws their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. 13.22.2 Agent shall maintain a copy of each Assignment and regulations Assumption delivered to and amendments duly executed accepted by it and completed by such transfereeshall record in its records the names and address of each Lender and the Commitment of, and to comply Percentage of the Loans owing to, such Lender from time to time with all applicable U.S. laws time. Borrower, the Agent and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lenders may treat each entity whose name is so recorded as a Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction all purposes of its obligations hereunder and under the other Loan Documentsthis Agreement.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or greater than $5,000,000 (or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, PROVIDED that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the prior written approval of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, which approvals shall have the right not be unreasonably withheld. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more of the Notes affiliate or such Bank all or any interest therein part of its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of EXHIBIT G hereto (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest together with an assignment fee in one or more the amount of $2,500 payable by the Notes (a “Participation”). Borrower agrees reasonably assigning Bank to cooperate with Lenderthe Administrative Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed Agreement and the sole party authorized to grant or withhold consents hereunder on behalf other Loan Documents. Upon the execution and delivery of such Assignment and Acceptance, (a) the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments Borrower shall be made by Borrower issue to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any assignee bank or other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes financial institution Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement such bank's or other financial institution's Commitment dated the date of an original Note the assignment or any replacement thereof)such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of such Note (EXHIBITS A or B, and with such other changes as may be reasonably required to reflect that such Note evidences only the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note, to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall issue a Competitive Bid Note in substantially the form of EXHIBIT C (and a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Administrative Agent shall distribute to the Borrower, the Banks and such bank or financial institution a schedule reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the provisions of clause (iii) above), upon return status of the Note then being replacedbank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The assigning Lender documents evidencing any such participation shall notify in writing each of the other Lenders of any Assignment. Each potential limit such participating bank's or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled financial institution's voting rights with respect to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrarymatters set forth in Section 15.8 which require the approval of all Banks. Notwithstanding the foregoing, after an Assignmentno assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, as such amount may be reduced upon reductions in the assigning Lender (in addition Total Commitment pursuant to the assignee) shall continue to have the benefits of any indemnifications Section 2.3 hereof. Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior Section 20 to the date of such assignment. (c) If, pursuant to this Section 9.7contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest in and rights under this Agreement (including all or any Note is transferred portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the transferor Lender enforcement thereof shall cause such transferee, concurrently with release the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply pledgor Bank from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that such assignees or participants or potential assignees or participants shall agree to be bound by Section 18 hereof.

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below) or in any of its rights and obligations hereunder. Lender may also assign all or any part of the Loans and Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). Upon delivery to Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Transaction Documents and other related documents (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Transaction Documents (including the obligation to fund the Assignee Lender’s share of one or more of the assigned or delegated Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new promissory note or notes, as applicable (for delivery to the relevant Assignee Lender), substantially in the form of Exhibit A hereto, as applicable, but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Loan Documents.or Loans and a replacement promissory note or notes, as applicable, in the principal amount of the Loan or Loans retained by Lender (such promissory note or notes to be in exchange for, but not in payment of, the promissory note or notes, as applicable, then held by Lender). The replacement promissory note or notes, as applicable, shall be dated the date of the predecessor promissory note. Lender shall ▇▇▇▇ the predecessor promissory note or notes, as applicable, “exchanged” and deliver it or them, as applicable, to Borrower. Accrued interest on that part of the predecessor promissory note evidenced by the new promissory note held by the Assignee Lender, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor promissory note evidenced by the replacement promissory note held by Lender shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the promissory notes and paid at the same time or times provided in the predecessor promissory note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower or the Loans so long as such Assignee Lender has agreed to be bound by the confidentiality provisions of this Agreement and such disclosure is made in material compliance with all applicable laws and regulations. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder. The parties to this Agreement acknowledge that this Section 9.2 does not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, The Borrower may not sell, assign or transfer any interest in of its rights or obligations hereunder, under the Notes or under any other Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers Document without the prior written consent of each Lender and duties hereunder and thereunder)the Issuing Bank. (b) Each Lender and each assignee may at any time sell assignments or participations of all up to one hundred percent (100%) of its interest hereunder to (A) one (1) or more Affiliates of such Lender (provided, however, that if such Affiliate is not a portion financial institution, such Lender shall be obligated to repurchase such assignment if such Affiliate is unable to honor its obligations hereunder), (B) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Loan Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank (provided, however, that no such assignment shall relieve such Lender from its obligations hereunder) or (C) any Lender. Notwithstanding the foregoing, no assignee of, or participant with respect to, any interest sold hereunder pursuant to this Section 11.5(b) shall be entitled to receive any greater payment under Section 10.3 than the applicable Lender would have been entitled to receive with respect to the right from interest sold. (c) Each Lender may at any time sell assignments or participations to time in its discretion to sell one or more of the Notes Persons pursuant to which each Lender may assign or any participate its interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits under this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, including its interest in any particular Advance or portion thereof; provided, however, that (1) all assignments (other than assignments described in Section 11.5(b) hereof) shall be in minimum principal amounts of the lesser of (X) $1,000,000.00 or (Y) the amount of such Lender’s Revolving Loan Commitment, DDTL Commitment, Term Loan A Loans, DDT Loans (with a pro rata portion of any DDTL Commitments then in effect) or Incremental Facility Commitment (in a single assignment only) or Incremental Facility Loan, and (2) all assignments and participations (other than assignments and participations described in Section 11.5(b) hereof) hereunder shall be subject to the following additional terms and conditions: (i) no assignment shall be sold without the prior consent of the Administrative Agent and, prior to the occurrence and continuation of a Default or Event of Default, the consent of the Borrower, in each case, which consent shall not be unreasonably withheld, delayed or conditioned; (ii) any Person purchasing a participation or an assignment of any portion of the Loans from any Lender shall be required to represent and warrant that its purchase shall not constitute a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code); (iii) the Borrower, the Lenders, and the Administrative Agent agree that assignments permitted hereunder (including the assignment of any Advance or portion thereof) may be made with all voting rights, and shall be made pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit S attached hereto, and an administrative fee of $3,500.00 shall be payable to the Administrative Agent either by the assigning Lender shallor the assignee thereof at the time of any assignment under this Section 11.5(c); (iv) no participation agreement shall confer any rights under this Agreement or any other Loan Document to any purchaser thereof, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released or relieve any issuing Lender from any of its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and actions hereunder shall be conducted as if no such participation had been granted; provided, however, that any participation agreement may confer on the sole Lender participant the right to whom notices, requests and other communications shall be addressed and the sole party authorized to grant approve or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, disapprove items requiring consent pursuant to Section 9.2211.12(a)(ii) hereof of an affected Lender for the Loans to which such participation agreement applies; (v) each Lender agrees to provide the Administrative Agent and the Borrower with prompt written notice of any issuance of assignments of its interests hereunder; (vi) no assignment, to receive such notices, requests and participation or other communications and/or to grant transfer of any rights hereunder or withhold consents or waivers or give noticesunder the Notes shall be effected that would result in any interest requiring registration under the Securities Act of 1933, as the case amended, or qualification under any state securities law; (vii) no such assignment may bebe made to any bank or other financial institution (x) and to be the sole Lender to designate the account with respect to which payments shall be made by Borrower to a receiver or conservator (including, without limitation, the Lenders hereunder Federal Deposit Insurance Corporation, the Resolution Trust Company or the Office of Thrift Supervision) has been appointed or (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lendery) that is not “adequately capitalized” (as such term is defined in Section 131(b)(1)(B) of the Federal Deposit Insurance Corporation Improvement Act as in effect on the Agreement Date); and (viii) each Lender shall, and (iv) any assigning Lender that no longer holds any portion shall cause each of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian andits assignees to, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and Administrative Agent on or prior to the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders effective date of any Assignmentassignment an appropriate Internal Revenue Service form as provided in Section 2.12 or as otherwise required by Applicable Law supporting such Lender’s or assignee’s position that no withholding by the Borrower or the Administrative Agent for United States income tax payable by such Lender or assignee in respect of amounts received by it hereunder is required. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, No assignment shall be confer any rights to receive any greater payments under Section 10.3 than the applicable Lender would have been entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionassigned. (d) Borrower Except as specifically set forth in Section 11.5(b) or (c) hereof, nothing in this Agreement or the Notes, expressed or implied, is intended to or shall bear its own costs confer on any Person other than the respective parties hereto and expenses incurred in connection with thereto and their compliance with successors and assignees permitted hereunder and thereunder any request by Lender benefit or any legal or equitable right, remedy or other claim under this Section 9.7Agreement or the Notes. (e) Each In the case of any participation, all amounts payable by the Borrower under the Loan Documents shall be calculated and made in the manner and to the parties hereto as if no such participation had been sold. (f) The provisions of this Section 11.5 shall not apply to any purchase of participations among the Lenders pursuant to Section 2.10 hereof. (g) The Administrative Agent, acting, for this purpose only, as agent of the Borrower shall maintain, at no extra charge to the Borrower, a register (the “Register”) at the address to which notices to the Administrative Agent are to be sent under Section 11.1 hereof on which Register the Administrative Agent shall enter the name, address and taxpayer identification number (if provided) of the registered owner of the Loans evidenced by a Note or, upon the request of the registered owner, for which a Note has been requested. A Note and the Loans evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Loans evidenced thereby on the Register. Any assignment or transfer of all or part of such Loans and the Note evidencing the same shall be registered on the Register only upon compliance with the other provisions of this Section 11.5 and surrender for registration of assignment or transfer of the Note evidencing such Loans, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the registered owner thereof, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s) and, if less than the aggregate principal amount of such Notes is thereby transferred, the assignor or transferor. Prior to the due presentment for registration of transfer of any Note, the Borrower and the Administrative Agent shall treat the Person in whose name such Loans and the Note evidencing the same is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding any notice to the contrary. (h) The Register shall be available for inspection by the Borrower and any Lender, with respect to such Lender’s information, at any reasonable time during the Administrative Agent’s regular business hours upon reasonable prior notice. (i) Notwithstanding any other provision in this Agreement, any Lender that is a fund that invests in bank loans may, without the consent of the Administrative Agent or the Borrower, pledge all or any portion of its rights under, and interest in, this Agreement and the Notes to any trustee or to any other representative of holders of obligations owed or securities issued, by such fund as security for such obligations or securities; provided, however, that any transfer to any Person upon the enforcement of such pledge or security interest may only be made subject to the assignment provisions of this Section 11.5. (j) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) sponsored by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise 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 Advance and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The Loans by an SPC hereunder shall be individually Revolving Loans, Term Loan A Loans, DDT Loans and/or, if applicable, Incremental Facility Loans of the Granting Lender to the same extent, and severally (and not jointly) as if, such Loans 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 shall remain with the satisfaction 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 any SPC, it, solely in its capacity as a party hereto and to any other Loan Document, 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 addition, notwithstanding anything to the contrary contained in this Section 11.5, any SPC may (i) with 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 obligations interests in any Advances to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 11.5(j) may not be amended without the written consent of any SPC which has been designated in writing as provided in the first sentence hereof and holds any outstanding Loans. The designation by a Granting Lender of an SPC to fund Advances (i) shall be deemed to be a representation, warranty, covenant and agreement by such Granting Lender to the Borrower and all other parties hereunder that (A) the funding and maintaining of such Advances by such SPC shall not constitute a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code), and (B) such designation, funding and maintenance would not result in any interest requiring registration under the Securities Act of 1933, as amended, or qualification under any state securities law, and shall from time to time provide to the Borrower the tax and other Loan Documentsforms required pursuant to Section 2.8(e) hereof with respect to such SPC as though such SPC were a Lender hereunder. In no event shall the Borrower or any Lender other than the Granting Lender be obligated hereunder to pay any additional amounts under any provision of this Agreement (pursuant to Article 10 hereof or otherwise) by reason of a Granting Lender’s designation of an SPC or the funding or maintenance of Advances by such SPC, in excess of amounts which the Borrower would have been obligated to pay if such Granting Lender had not made such designation and such Granting Lender were itself funding and maintaining such Advances. The Administrative Agent shall register the interest of any SPC in an Advance from time to time on the Register maintained pursuant to Section 11.5(g) hereof.

Assignment and Participation. Following the occurrence of an Event of Default, or the receipt of the consent of Borrower, which consent shall not be unreasonably withheld, (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower Lender may not sell, assign pledge or transfer any interest in the Loan Documents otherwise hypothecate all or any portion thereof of this Agreement or grant participations herein (including Borrower’s rightsprovided Lender acts as agent for any participants, title, interests, remedies, powers except as provided below) or in any of its rights and duties security hereunder and thereunder). (b) Lender and each assignee of may assign all or a portion any part of the Loan shall have the right from time Facility and Lender’s obligations in connection therewith to time in its discretion to sell one or more of the Notes commercial banks or any interest therein other financial institutions or investors (each an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “ParticipationAssignee Lender”). Upon delivery to Borrower agrees reasonably to cooperate with Lender, at of an executed copy of the Assignee Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, assignment and acceptance (ia) each assignee such Assignee Lender shall have, be deemed to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as be a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Transaction Documents and other related documents, and (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsTransaction Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Facility) and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new subordinated debenture, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Facility and a replacement subordinated debenture, as applicable, in the principal amount of the Facility retained by Lender (such subordinated debenture to be in exchange for, but not in payment of, the subordinated debenture then held by Lender). Such subordinated debenture shall be dated the date of the predecessor Subordinated Debenture. Lender shall m▇▇▇ the predecessor Subordinated Debenture “exchanged” and deliver it to Borrower. Accrued interest on that part of the predecessor Subordinated Debenture evidenced by the new subordinated debenture, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Subordinated Debenture evidenced by the replacement subordinated debenture shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the subordinated debenture and paid at the same time or times provided in the predecessor Subordinated Debenture and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower or the Facility, subject to confidentiality agreements reasonably acceptable to Borrower. In addition, Borrower agrees that, if so requested by Lender, Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Transaction Documents or other related documents to be delivered to Lender to name the Assignee Lender as an additional insured or obligee, as Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Transaction Documents and other related documents to (i) a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder or (ii) any Affiliate of Lender.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower 10.2.1. Lender may not sell, assign pledge or transfer any interest in the Loan Documents otherwise hypothecate all or any portion thereof of this Agreement or grant participations herein (including Borrower’s rightsprovided Lender acts as agent for any participants, titleexcept as provided below), interestsor in any of its rights and security hereunder, remediesincluding, powers and duties hereunder and thereunder). (b) without limitation, the Note. Lender and each assignee of may also assign all or a portion any part (provided Lender acts as agent in connection with any partial assignment, except as provided below) of the Loan shall have and the right from time Lender’s obligations in connection therewith to time in its discretion to sell one or more of the Notes commercial banks or any interest therein other financial institutions or investors (each an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “ParticipationAssignee Lender”). Upon delivery to Borrower agrees reasonably to cooperate with Lender, at of an executed copy of the Assignee Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, assignment and acceptance (i) each assignee such Assignee Lender shall have, be deemed to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as be a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, and assumed in writing by it pursuant to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and be released from its obligations of Lender hereunder and under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders Loan Documents or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunderOther Related Documents, and (ii) Lender, to agree (for the benefit of Lender extent that rights and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested obligations hereunder have been assigned, assumed in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transfereewriting, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request delegated by Lender under this Section 9.7. (e) Each Lender hereunder it, shall be individually and severally (and not jointly) liable for the satisfaction of released from its obligations hereunder and under the other Loan Documents or the Other Related Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loan). Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, along with a form new Note or Notes (in the same form as the existing Note except for changes to specifically address the assignment of all or a portion of the Note), at Lender’s request, Borrower shall execute and deliver to Lender a new Note or Notes in the form provided by Lender, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loan and a replacement Note or Notes, as applicable, in the principal amount of the Loan retained by Lender (such Note(s) to be in exchange for, but not in payment of, the Note then held by Lender). Such Note(s) shall be dated the date of the predecessor Note. Lender shall hold such new Note or Notes in escrow until Lender has marked the predecessor Note(s) “exchanged” and delivered it to Borrower. Accrued interest on that part of the predecessor Note(s) evidenced by the new Note(s), and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender, provided that in no event shall Borrower pay any duplicate interest or fees. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to Lender, provided that in no event shall Borrower pay any duplicate interest or fees. Accrued interest and accrued fees shall be so apportioned between the Note(s) and paid at the same time or times provided in the predecessor Note(s) and in this Agreement, provided that in no event shall Borrower pay any duplicate interest or fees. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower, the Loan, the Properties or Improvements, provided that such prospective Assignee Lender agrees to keep such information confidential in accordance with customary lending practice. In addition, Borrower agrees that, in connection with any complete assignment of the Loan, if so requested by Lender and at Lender’s expense, Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or the Other Related Documents to be delivered to Lender to name the Assignee Lender as an additional insured or obligee, as Lender may request. In the event of a granting of a participation or an assignment of less than all of its interest in the Loan, Ventas Realty, Limited Partnership, a Delaware limited partnership, shall continue to act as agent for Lender and any notice, report or other document delivered to agent shall be deemed to have been delivered to any party then constituting Lender. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 10.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents or the Other Related Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder. 10.2.2. In the event that (i) an Assignee Lender (or, if such Assignee Lender is a disregarded entity for United States federal income tax purposes, the entity or person treated, for United States federal income tax purposes, as the owner of the assets of such Assignee Lender) is not organized under the laws of the United States or a state thereof and (ii) such Assignee Lender fails to establish to the reasonable satisfaction of Borrower that payments under the Loan Documents are exempt from United States withholding taxes, Borrower shall not be required to “gross-up” payments made to such Assignee Lender for United States withholding taxes required to be withheld by Borrower. Any amounts payable to an Assignee Lender that are subject to United States withholding taxes shall be withheld by Borrower and remitted to the applicable taxing authority and treated, for purposes of this Agreement and all other Loan Documents, as if they were paid to such Assignee Lender.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender G▇▇▇▇▇▇ S▇▇▇▇ Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignmenthereunder. ▇G▇▇▇▇▇▇ ▇S▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register at 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ or such other address as it shall notify Borrower in writing, on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, 25.1 The Borrower may shall not sell, transfer or assign any of its rights or transfer liabilities under this Agreement to any interest in person without the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)prior written consent of the Bank. (b) Lender and each assignee of all or a portion of 25.2 The Borrower agrees that notwithstanding anything to the Loan contrary contained in any documents executed under / in relation to this Agreement/the Loan, the Bank shall have the right to assign and / or transfer and / or novate and / or otherwise securitise its rights or obligations or any part thereof under this Agreement, the Loan Documents and / or the Outstanding Amounts and/or enter into indemnity or other arrangements for risk sharing, whether with or without recourse to the Bank, to one or more scheduled commercial banks or any other entity, trust, any association whether located / placed in India or outside India, with intimation to the Borrower or any third party security provider or guarantor. The Borrower shall not, however, claim any privity of contract with any such entity to whom the Outstanding Amounts and/or the rights or obligations under this Agreement have been assigned / transferred / securitised or the Bank has entered into indemnity or arrangements for risk sharing. 25.3 The Borrower hereby expressly and unconditionally agrees that notwithstanding anything to the contrary contained in any of the Loan Documents, that during the subsistence of the Loan, the Bank shall have the liberty to shift, at its discretion, with intimation to the Borrower, from time to time a part or portion of the outstandings in its discretion the limit/s of the Loan (hereinafter referred to sell as the “Participation”) to one or more scheduled commercial banks (hereinafter referred to as the “Participating Bank/s”) and the Participation shall be governed by the terms of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of UNIFORM CODE GOVERNING INTER BANK PARTICIPATIONS, 1988 which the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits has read and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreementunderstood, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom noticesamendments thereto, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time time. The Participation shall not affect the rights and obligations, inter se, the Borrower and the Bank in respect of the NotesLoan, in any manner whatsoever. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide Such Participation shall be available to the assignor Bank, for and in respect of all additional/ further limits under the Loan, with intimation to the Borrower in that behalf. The Borrower shall not have and shall not claim any privity of contract with any such Participating Banks under the Participation and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) Bank shall continue to have represent the benefits of any indemnifications contained Participating Banks in this Agreement which such assigning Lender had prior to such assignment with respect to all respects and for all matters occurring prior arising out of/relating to the date of such assignmentParticipation. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except Subject to compliance with the provisions of this Section 15.8, the Lenders shall have the right to assign all or part of the obligations of the Borrowers outstanding under this Credit Agreement or the Note evidencing such obligations to Affiliates of the Lenders or to any foreign, federal or state banking institution, savings and loan association or finance company, with the written consent of the Borrowers, which shall not be unreasonably withheld or delayed. The Agent shall inform the Borrowers in advance as explicitly set forth in Sections 2.1 to any proposed assignment by a Lender and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)identity of the prospective assignee. (b) Any assigning Lender shall pay an assignment fee to the Agent of USD 1,500 per assignment. Each assignment shall be in increments of USD 1,000,000 and each assignee shall be no less than USD 5,000,000. (c) The Lenders may sell participations (without the consent of the Borrowers) to one or more parties, in or to all or a portion of their rights and obligations under this Credit Agreement, the Note and the other Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with LenderDocuments; provided, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, that (i) each assignee such Lender's obligations under this Credit Agreement shall haveremain unchanged, (ii) such Lender shall remain solely responsible to the extent other parties hereto for the performance of such Assignmentobligations and (iii) the Borrowers, the rightsGuarantor and the Agent shall continue to deal solely and directly with such Lender in connection with this Credit Agreement, benefits the Note and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs The Borrowers hereby agree to assist with any assignment made pursuant to this Section 15.8 by executing and expenses incurred delivering any documents or instruments reasonably requested by the Lenders in connection with their compliance with any request by Lender under such assignment, including but not limited to, amendments to this Section 9.7Credit Agreement, consents to assignments or new promissory Note. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth provided in Sections 2.1 and 2.2Article II, Borrower no Obligor may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s including, without limitation, the Obligors' rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) . Lender and each assignee of all or a portion of the Loan Loans (an "Assignee") shall have the right from time to time in its discretion to sell one make an Assignment or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee Assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “"Lender” " hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower the Borrowers to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignmenthereunder. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Goldman Sachs Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintainedmainta▇▇▇▇, as agent ▇s ▇▇▇▇t for Borrowerthe Borrowers, a register at 85 Broad Street or such other address as it shall notify the Borrowe▇▇ ▇▇ ▇▇▇▇▇▇▇, on which it shall enter the name or names of the registered owner or owners from time to time of the NotesNotes (and the Borrowers may review such register upon request following reasonable advance written notice). Borrower agrees The Borrowers agree that upon effectiveness of any Assignment of any Note in part, Borrower the Borrowers will promptly provide to the assignor and the assignee Assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential Assignee and potential participant (until it becomes clear that such potential Assignee or potential participant is not to become an actual assignee, participant Assignee or investor in a Securitizationparticipant), and each Rating Agencyactual Assignee and participant, and each rating agency or potential investor in connection with a Securitization, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any AssignmentAssignment or Participation, the party conveying the Assignment or Participation shall provide notice to Borrower and each Lender the Obligors of the identity and address of the assignee and the amount so assignedAssignee or participant. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assigneeAssignee) shall continue to have the benefits of any indemnifications contained in this Agreement herein which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that ---------- --- ------------- each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan risk relating to the Loans, outstanding Letters of Credit, and its Commitment hereunder in an amount equal to or greater than $5,000,000 (which assignment shall have be of an equal percentage of the right Commitment, the Loans and outstanding Letters of Credit unless otherwise agreed to by the Agent) to additional banks or other financial institutions with the prior written approval of the Agent and, if no Default or Event of Default exists, the Borrowers, which approvals shall not be unreasonably withheld. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more of the Notes affiliate or such Bank all or any interest therein (part of its rights and obligations under the Loan Documents by notice to the Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Agent and the Borrowers hereunder an “Assignment”) and/or sell a participation interest Assignment and Acceptance substantially in one or more the form of Exhibit E hereto together with an assignment fee in the Notes (a “Participation”). Borrower agrees reasonably amount of $2,500 payable by the assigning Bank to cooperate with Lenderthe Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. Upon the execution and delivery of such Assignment and Acceptance, and (iiia) one Lender the Borrowers shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower issue to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any bank or other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of financial institution a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement such bank's or other financial institution's Commitment dated the date of an original Note the assignment or any replacement thereof), such other date as may be specified by the Agent and otherwise completed in substantially the form of such Note (Exhibit A and with such other changes as may be reasonably required to reflect that such Note evidences only the extent any assigning Bank has retained a portion of its obligations hereunder, an appropriate replacement Note to the Loan assigning Bank reflecting its assignment; (b) the Agent shall distribute to the Borrowers, the Banks and such bank or financial institution a schedule reflecting such changes; and (c) this Agreement shall be appropriately amended to reflect (i) the provisions of clause (iii) above), upon return status of the Note then being replacedbank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The assigning Lender documents evidencing any such participation shall notify in writing each of the other Lenders of any Assignment. Each potential limit such participating bank or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled financial institutions voting rights with respect to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrarymatters set forth in (S)14.8 which require the vote of all Banks. Notwithstanding the foregoing, after an Assignmentno assignment or participation shall operate to increase the Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $5,000,000, as such amount may be reduced upon reductions in the assigning Lender Total Commitment pursuant to (in addition to the assignee) shall continue to have the benefits of any indemnifications S)2.2 hereof. Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior (S)18 to the date of such assignment. (c) If, pursuant to this Section 9.7contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest in and rights under this Agreement (including all or any Note is transferred portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Lenders organized under (S)4 of the Federal Reserve Act, 12 U.S.C. (S)341. No such pledge or the transferor enforcement thereof shall release the pledgor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2Any Lender (herein sometimes called a "Granting Lender") may, Borrower may not sellat no cost to the Borrower, assign or transfer any interest grant a participation in the Credit Facilities to another Person (a "Participant"), provided in each case that (i) the Granting Lender remains fully liable for all of its obligations and responsibilities hereunder to the same extent as if such participation had not been granted, (ii) the Granting Lender administers the participation of the Participant, and neither the Participant nor the Borrower nor the Administrative Agent shall have any rights against or obligations to one another, nor shall any of them be required to deal directly with one another in respect of the participation by such Participant and (iii) the Participant does not thereby obtain voting rights hereunder, other than in respect of reductions or postponements of amounts payable hereunder or in respect of the release of all or substantially all the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Party Guarantees. (b) Any Lender (herein sometimes called an "Assigning Lender") may, at no cost to the Borrower (save in the circumstances described in Sections 5.2, 8.6.2 and each assignee of 8.7), assign all or a portion any part of its rights to, and may have its obligations in respect of the Loan shall have Credit Facilities assumed by, any other Lender or any other Person (the right from time "Assignee"); provided that no such assignment may be effected to time in its discretion to sell one a Person other than a Lender or more an Affiliate of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more Assigning Lender without the consents of the Notes Administrative Agent and QPI (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, which consents in order to effectuate any each case shall be evidenced by the execution by such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations Person of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise undertaking in the form of Schedule 18.3 referred to below and shall not be unreasonably withheld), provided further that, in the case of partial assignments, no such Note (and with such other changes as assignment may be reasonably required to reflect effected in tranches of less than $10,000,000 in the aggregate (when combined with any amount assigned under the US Holdings Revolving Credit Agreement) for the Assigning Lender and its Affiliate(s), and multiples of US$1,000,000 in excess thereof, and provided further that following a partial assignment by an Assigning Lender, such Note evidences only Assigning Lender and its Affiliate(s) shall retain (when combined with any amount of commitment retained under the US Holdings Revolving Credit Agreement) a portion Commitment of not less than $10,000,000 in the aggregate hereunder and provided further that (i) notwithstanding the foregoing, any Lender may, without the consent of the Administrative Agent or QPI, assign as security, all or part of its rights under the Loan Documents to any Federal Reserve Bank of the United States of America and all or part of its rights or obligations under the Loan Documents to any of its Affiliates and (ii) if an Event of Default shall have occurred and be continuing, such consent from QPI shall not be required. Subject to the foregoing an assignment (other than an assignment as security to any Federal Reserve Bank of the United States of America) shall become effective when QPI, the other Loan Parties and the provisions Administrative Agent have been notified of clause it by the Assigning Lender and have received from the Assignee an undertaking (iiiaddressed to the Administrative Agent, the Lenders and the Loan Parties) above)to be bound by this Agreement and to perform the obligations assigned to it, upon return in form and substance to the effect of the Note then being replacedSchedule 18.3. The assigning Any such Assignee shall be and be treated as a Lender shall notify in writing each for all purposes of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agencythis Agreement, shall be entitled to receive the full benefit hereof and of all information received by Lender under this Agreement. After the effectiveness of any Assignment, Loan Documents and shall be subject to the obligations hereunder to the same extent as if it were an original party conveying the Assignment shall provide notice to Borrower and each Lender in respect of the identity and address of the assignee rights or obligations assigned to it, and the amount so assigned. Notwithstanding anything in this Agreement Assigning Lender shall be released and discharged accordingly and to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignmentsame extent. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 16.1 This agreement shall be binding upon and 2.2inure to the benefit of the Agent, the Trustee, the Lenders and each of them and the Borrower and their respective successors and assigns. 16.2 The Borrower may not sell, assign its rights or obligations hereunder without the prior written consent of the Agent. 16.3 Each of the Lenders may at any time with the prior written consent of the Agent and the Borrower (such consents not to be unreasonably withheld and no such consent to be required at all from the Borrower if an Event of Default has occurred and is subsisting) assign transfer any interest or grant participations in all or part of its Contribution to the Loan Documents or any portion part thereof (including Borrower’s rights, title, interests, remedies, powers and duties its rights and obligations hereunder to any other bank or financial institution and thereunder).for this purpose:- (bA) Lender and each assignee no such consents shall be required from the Agent or the Borrower if the other bank or financial institution is either another of all the Lenders or a portion subsidiary company, holding company or sister company of the Loan relevant Lender; (B) the Agent, the Trustee and the relevant Lender shall have the right from time be at liberty to time in its discretion disclose on a confidential basis to sell any such assignee transferee or grantee (or to any potential such assignee transferee or grantee) all such information concerning any one or more of the Notes or any interest therein Security Parties, the Vessel and the Subject Documents as the Agent, the Trustee and the relevant Lender may deem appropriate; and (an “Assignment”C) and/or sell a participation interest in one or more the Borrower shall upon demand by the Agent and at the expense of the Notes (a “Participation”). Borrower agrees reasonably relevant Lender execute and deliver to cooperate with Lender, at Lender’s request, the Agent all such documents and do all such acts and things as the Agent may deem necessary or desirable in order its absolute discretion for giving full effect to effectuate any such Assignment assignment transfer or Participation. In participation. 16.4 The Agent and/or the case of an Assignment, (i) each assignee shall have, Trustee may at any time signify its or their intention to resign by giving written notice to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed Borrower and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders provided that such resignation shall not take effect until a successor Agent and/or Trustee (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) has been appointed and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender has accepted that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreementappointment. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date giving of such assignment. (c) Ifnotice, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender successor Agent and/or Trustee shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements be appointed in accordance with applicable U.S. laws the relevant provisions of the Deed of Agency and regulations Trust and amendments duly executed the Lenders shall procure that the successor Agent and/or Trustee shall give to the Borrower written notice of its acceptance of appointment. Upon its appointment as Agent and/or Trustee, such successor Agent and/or Trustee shall succeed to and completed by such transfereebecome vested with all the rights powers and privileges and duties of the retiring Agent and/or Trustee, and to comply the retiring Agent and/or Trustee shall be discharged from time to time with all applicable U.S. laws its duties and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender obligations under this Section 9.7agreement. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer participate at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment and interests in the Loan risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or greater than $5,000,000 (which assignment shall be of an equal percentage of such Bank's Commitment, the Revolving Credit Loans and outstanding Letters of Credit) to Eligible Assignees with the prior written consent of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the right from time Borrowers, which approvals shall not be unreasonably withheld. It is further agreed that each Eligible Assignee which executes and delivers to time the Banks and the Borrowers an Assignment and Acceptance in its discretion to sell one or more substantially the form of the Notes or any interest therein Exhibit E (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest shall, on the date specified in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Credit Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Credit Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, and its Commitment shall be as set forth in such Assignment and Acceptance. Upon the execution and delivery of such Assignment and Acceptance and payment by the assigning bank of an assignment fee in the amount of $3,500 to the Agent, (a) the Borrowers shall issue to such Eligible Assignee a Revolving Credit Note in the amount of such Eligible Assignee's Commitment dated the Closing Date or such other date as may be specified by the Agent and otherwise completed in substantially the form of Exhibit A hereto and, to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Revolving Credit Note to the assigning Bank; (b) the Agent shall distribute to the Borrowers, the Banks and such Eligible Assignee a schedule reflecting such changes; (c) this Credit Agreement shall be appropriately amended to reflect (i) the status of such Eligible Assignee as a party hereto and (ii) the assigning Lender shallstatus and rights of the Banks and Agent hereunder; and (d) the Borrowers shall take such action as the Agent may reasonably request to perfect any security interests in favor of the Banks, including any Eligible Assignee which becomes a party to this Credit Agreement. The documents evidencing any such participation may provide that, except with the consent of the bank or financial institution that is a party thereto, such Bank will not consent to (a) the reduction in or forgiveness of the stated principal of or rate of interest on or Commitment Fee with respect to the extent that portion of any Loan subject to such participation or assignment, (b) the extension or postponement of any stated date fixed for payment of principal or interest or Commitment Fee with respect to the portion of any Loan subject to such participation or assignment, or (c) the waiver or reduction of any right to indemnification of such Bank hereunder. Notwithstanding the foregoing, no syndication or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Credit Agreement. Anything contained in this Section 17 to the contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest and rights and obligations hereunder have been assigned by it pursuant under this Credit Agreement (including all or any portion of its Notes) to an Assignmentany of the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, relinquish its rights and be released 12 U.S.C. Section 341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf any of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s 's rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “"Assignment”") and/or sell a participation interest in one or more of the Notes (a “"Participation”"). Borrower agrees to reasonably to cooperate with Lender, at Lender’s 's request, in order to effectuate any such Assignment or Participation, and Borrower shall promptly provide such information, legal opinions and documents relating to Borrower, any Single-Purpose Equityholder, Sponsor, the Property, the Approved Property Manager and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “"Lender” " hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignmenthereunder. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) Borrower shall cooperate with Lender in effecting any bifurcation of the Notes, Assignment, Participation or Securitization. Borrower shall execute such notes, modifications and other agreements, and provide such information, legal opinions and documents relating to Borrower, any Single-Purpose Equityholder, Sponsor, the Property and any Tenants as Lender may reasonably request in connection with such Assignment, Participation or Securitization, all at Lender’s expense, except for Borrower’s legal fees and the costs of forming, maintaining and administering additional borrower entities (including, without limitation, fees paid to Independent Directors or Independent Managers) to accommodate any such bifurcation of the Notes, Assignment, Participation or Securitization. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Subject to Section 9.24, it is understood that the information provided by Borrower to Lender may ultimately be disclosed to actual or potential assignees, participants and/or pledgees, and may be incorporated into the offering documents for a Securitization, and thus various investors may also see some or all of the information. Lender, all such potential assignees, participants and/or pledgees and all of their respective advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Borrower, and Borrower hereby indemnifies Lender as to any Damages that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. (d) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder. Lender may also assign all or any part of the Loan and Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”), provided, however, so long as no Event of Default exists, the Lender shall make no assignment except with the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed. Lender shall notify Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Transaction Documents and other related documents (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Transaction Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loan) and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new promissory note, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Loan Documentsand a replacement promissory note, as applicable, in the principal amount of the Loan retained by Lender (such promissory note to be in exchange for, but not in payment of, the promissory note then held by Lender). The replacement promissory note shall be dated the date of the predecessor promissory note. Lender shall ▇▇▇▇ the predecessor promissory note “exchanged” and deliver it to Borrower. Accrued interest on that part of the predecessor promissory note evidenced by the new promissory note held by the Assignee Lender, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor promissory note evidenced by the replacement promissory note held by Lender shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the promissory note and paid at the same time or times provided in the predecessor promissory note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender (subject to customary confidentiality obligations) any financial or other information pertaining to Borrower or the Loan. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, No Borrower may not sell, assign or transfer any interest in of its rights or obligations hereunder, under the Notes or under any other Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers Document without the prior written consent of each Lender and duties hereunder and thereunder)the Issuing Bank. (b) Each Lender and each assignee may at any time sell assignments or participations of all up to one hundred percent (100%) of its interest hereunder to (A) one (1) or more Affiliates of such Lender (provided, however, that if such Affiliate is not a portion financial institution, such Lender shall be obligated to repurchase such assignment if such Affiliate is unable to honor its obligations hereunder), (B) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Loan Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank (provided, however, that no such assignment shall relieve such Lender from its obligations hereunder) or (C) any Lender. Notwithstanding the foregoing, no assignee of, or participant with respect to, any interest sold hereunder pursuant to this Section 11.5(b) shall be entitled to receive any greater payment under Section 10.3 than the applicable Lender would have been entitled to receive with respect to the right from interest sold. (c) Each Lender may at any time sell assignments or participations to time in its discretion to sell one or more of the Notes Persons pursuant to which each Lender may assign or any participate its interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits under this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, including its interest in any particular Advance or portion thereof; provided, however, that (1) all assignments (other than assignments described in Section 11.5(b) hereof) shall be in minimum principal amounts of the lesser of (X) $1,000,000.00 or (Y) the amount of such Lender’s Revolving Loan Commitment, DDTL Commitment, Term Loan A Loans, DDT Loans (with a pro rata portion of any DDTL Commitments then in effect) or Incremental Facility Commitment (in a single assignment only) or Incremental Facility Loan, and (2) all assignments and participations (other than assignments and participations described in Section 11.5(b) hereof) hereunder shall be subject to the following additional terms and conditions: (i) no assignment shall be sold without the prior consent of the Administrative Agent and, prior to the occurrence and continuation of a Default or Event of Default, the consent of the Borrowers, in each case, which consent shall not be unreasonably withheld, delayed or conditioned; (ii) any Person purchasing a participation or an assignment of any portion of the Loans from any Lender shall be required to represent and warrant that its purchase shall not constitute a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code); (iii) the Borrowers, the Lenders, and the Administrative Agent agree that assignments permitted hereunder (including the assignment of any Advance or portion thereof) may be made with all voting rights, and shall be made pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit T attached hereto, and an administrative fee of $3,500.00 shall be payable to the Administrative Agent either by the assigning Lender shallor the assignee thereof at the time of any assignment under this Section 11.5(c); (iv) no participation agreement shall confer any rights under this Agreement or any other Loan Document to any purchaser thereof, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released or relieve any issuing Lender from any of its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and actions hereunder shall be conducted as if no such participation had been granted; provided, however, that any participation agreement may confer on the sole Lender participant the right to whom notices, requests and other communications shall be addressed and the sole party authorized to grant approve or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, disapprove items requiring consent pursuant to Section 9.2211.12 (a)(ii) hereof of an affected Lender for the Loans to which such participation agreement applies; (v) each Lender agrees to provide the Administrative Agent and the Borrowers with prompt written notice of any issuance of assignments of its interests hereunder; (vi) no assignment, to receive such notices, requests and participation or other communications and/or to grant transfer of any rights hereunder or withhold consents or waivers or give noticesunder the Notes shall be effected that would result in any interest requiring registration under the Securities Act of 1933, as the case amended, or qualification under any state securities law; (vii) no such assignment may bebe made to any bank or other financial institution (x) and to be the sole Lender to designate the account with respect to which payments shall be made by Borrower to a receiver or conservator (including, without limitation, the Lenders hereunder Federal Deposit Insurance Corporation, the Resolution Trust Company or the Office of Thrift Supervision) has been appointed or (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lendery) that is not “adequately capitalized” (as such term is defined in Section 131(b)(1)(B) of the Federal Deposit Insurance Corporation Improvement Act as in effect on the Agreement Date); and (viii) each Lender shall, and (iv) any assigning Lender that no longer holds any portion shall cause each of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian andits assignees to, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and Administrative Agent on or prior to the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders effective date of any Assignmentassignment an appropriate Internal Revenue Service form as provided in Section 2.12 or as otherwise required by Applicable Law supporting such Lender’s or assignee’s position that no withholding by any Borrower or the Administrative Agent for United States income tax payable by such Lender or assignee in respect of amounts received by it hereunder is required. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, No assignment shall be confer any rights to receive any greater payments under Section 10.3 than the applicable Lender would have been entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionassigned. (d) Borrower Except as specifically set forth in Section 11.5(b) or (c) hereof, nothing in this Agreement or the Notes, expressed or implied, is intended to or shall bear its own costs confer on any Person other than the respective parties hereto and expenses incurred in connection with thereto and their compliance with successors and assignees permitted hereunder and thereunder any request by Lender benefit or any legal or equitable right, remedy or other claim under this Section 9.7Agreement or the Notes. (e) Each In the case of any participation, all amounts payable by the Borrowers under the Loan Documents shall be calculated and made in the manner and to the parties hereto as if no such participation had been sold. (f) The provisions of this Section 11.5 shall not apply to any purchase of participations among the Lenders pursuant to Section 2.10 hereof. (g) The Administrative Agent, acting, for this purpose only, as agent of the Borrowers shall maintain, at no extra charge to the Borrowers, a register (the “Register”) at the address to which notices to the Administrative Agent are to be sent under Section 11.1 hereof on which Register the Administrative Agent shall enter the name, address and taxpayer identification number (if provided) of the registered owner of the Loans evidenced by a Note or, upon the request of the registered owner, for which a Note has been requested. A Note and the Loans evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Loans evidenced thereby on the Register. Any assignment or transfer of all or part of such Loans and the Note evidencing the same shall be registered on the Register only upon compliance with the other provisions of this Section 11.5 and surrender for registration of assignment or transfer of the Note evidencing such Loans, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the registered owner thereof, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s) and, if less than the aggregate principal amount of such Notes is thereby transferred, the assignor or transferor. Prior to the due presentment for registration of transfer of any Note, the Borrowers and the Administrative Agent shall treat the Person in whose name such Loans and the Note evidencing the same is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding any notice to the contrary. (h) The Register shall be available for inspection by the Borrowers and any Lender, with respect to such Lender’s information, at any reasonable time during the Administrative Agent’s regular business hours upon reasonable prior notice. (i) Notwithstanding any other provision in this Agreement, any Lender that is a fund that invests in bank loans may, without the consent of the Administrative Agent or the Borrowers, pledge all or any portion of its rights under, and interest in, this Agreement and the Notes to any trustee or to any other representative of holders of obligations owed or securities issued, by such fund as security for such obligations or securities; provided, however, that any transfer to any Person upon the enforcement of such pledge or security interest may only be made subject to the assignment provisions of this Section 11.5. (j) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) sponsored by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The Loans by an SPC hereunder shall be individually Revolving Loans, Term Loan A Loans, DDT Loans and/or, if applicable, Incremental Facility Loans of the Granting Lender to the same extent, and severally (and not jointly) as if, such Loans 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 shall remain with the satisfaction 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 any SPC, it, solely in its capacity as a party hereto and to any other Loan Document, 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 addition, notwithstanding anything to the contrary contained in this Section 11.5, any SPC may (i) with notice to, but without the prior written consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its obligations interests in any Advances to the Granting Lender or to any financial institutions (consented to by the Borrowers and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 11.5(j) may not be amended without the written consent of any SPC which has been designated in writing as provided in the first sentence hereof and holds any outstanding Loans. The designation by a Granting Lender of an SPC to fund Advances (i) shall be deemed to be a representation, warranty, covenant and agreement by such Granting Lender to the Borrowers and all other parties hereunder that (A) the funding and maintaining of such Advances by such SPC shall not constitute a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code), and (B) such designation, funding and maintenance would not result in any interest requiring registration under the Securities Act of 1933, as amended, or qualification under any state securities law, and shall from time to time provide to the Borrowers the tax and other Loan Documentsforms required pursuant to Section 2.8(e) hereof with respect to such SPC as though such SPC were a Lender hereunder. In no event shall the Borrowers or any Lender other than the Granting Lender be obligated hereunder to pay any additional amounts under any provision of this Agreement (pursuant to Article 10 hereof or otherwise) by reason of a Granting Lender’s designation of an SPC or the funding or maintenance of Advances by such SPC, in excess of amounts which the Borrowers would have been obligated to pay if such Granting Lender had not made such designation and such Granting Lender were itself funding and maintaining such Advances. The Administrative Agent shall register the interest of any SPC in an Advance from time to time on the Register maintained pursuant to Section 11.5(g) hereof.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, No Borrower may not sell, assign or transfer any interest in of its rights or obligations hereunder, under the Notes or under any other Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers Document without the prior written consent of each Lender and duties hereunder and thereunder)the Issuing Bank. (b) Each Lender and each assignee may at any time sell assignments or participations of all up to one hundred percent (100%) of its interest hereunder to (A) one (1) or more wholly-owned Affiliates of such Lender or Approved Funds (provided, however, that if such Affiliate is not a portion financial institution, such Lender shall be obligated to repurchase such assignment if such Affiliate is unable to honor its obligations hereunder), (B) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Loan Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank (provided, however, that no such assignment shall have the right relieve such Lender from its obligations hereunder) or (C) any Lender. (c) Each Lender may at any time sell assignments or participations to time in its discretion to sell one or more of the Notes Persons pursuant to which each Lender may assign or any participate its interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits under this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, including its interest in any particular Advance or portion thereof; provided, however, that (1) all assignments (other than assignments described in Section 11.5(b) hereof) shall be in minimum principal amounts of the lesser of (X) $5,000,000.00 (unless otherwise consented to by the Administrative Agent and, prior to the occurrence and continuance of an Event of Default, the Borrower), and (Y) the amount assigned of such Lender's Revolving Loan Commitment (in a single assignment only), and (2) all assignments and participations (other than assignments and participations described in Section 11.5(b) hereof) hereunder shall be subject to the following additional terms and conditions: (i) no assignment shall be sold without the prior consent of the Administrative Agent and, prior to the occurrence and continuation of a Default or Event of Default, the consent of the Borrowers, in each case, which consent shall not be unreasonably withheld, delayed or conditioned; (ii) any Person purchasing a participation or an assignment of any portion of the Loans from any Lender shall be required to represent and warrant that its purchase shall not constitute a "prohibited transaction" (as defined in Section 4.1(m) hereof); (iii) the Borrowers, the Lenders, and the Administrative Agent agree that assignments permitted hereunder (including the assignment of any Advance or portion thereof) may be made with all voting rights, and shall be made pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit L attached hereto, and an administrative fee of $3,500.00 shall be payable to the Administrative Agent either by the assigning Lender shallor the assignee thereof at the time of any assignment under this Section 11.5(c); (iv) no participation agreement shall confer any rights under this Agreement or any other Loan Document to any purchaser thereof, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released or relieve any issuing Lender from any of its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and actions hereunder shall be conducted as if no such participation had been granted; provided, however, that any participation agreement may confer on the sole participant the right to approve or disapprove items requiring unanimous Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, consent pursuant to Section 9.2211.12 hereof; (v) each Lender agrees to provide the Administrative Agent and the Borrowers with prompt written notice of any issuance of assignments of its interests hereunder; (vi) no assignment, to receive such notices, requests and participation or other communications and/or to grant transfer of any rights hereunder or withhold consents or waivers or give noticesunder the Notes shall be effected that would result in any interest requiring registration under the Securities Act of 1933, as the case amended, or qualification under any state securities law; (vii) no such assignment may bebe made to any bank or other financial institution (x) and to be the sole Lender to designate the account with respect to which payments shall be made by Borrower to a receiver or conservator (including, without limitation, the Lenders hereunder Federal Deposit Insurance Corporation, the Resolution Trust Company or the Office of Thrift Supervision) has been appointed or (and Borrower may fully rely thereony) that is not "adequately capitalized" (as such term is defined in Section 131(b)(1)(B) of the Federal Deposit Insurance Corporation Improvement Act as in effect on the Agreement Date); and (viii) if applicable, notwithstanding any contrary notice from any other Lender)each Lender shall, and (iv) any assigning Lender that no longer holds any portion shall cause each of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian andits assignees to, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note Administrative Agent on or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the effective date of any assignment an appropriate Internal Revenue Service form as required by Applicable Law supporting such assignment. (c) IfLender's or assignee's position that no withholding by any Borrower or the Administrative Agent for United States income tax payable by such Lender or assignee in respect of amounts received by it hereunder is required. For purposes of this Agreement, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender an appropriate Internal Revenue Service form shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either mean Internal Revenue Service Form W-8BEN or Form W-8ECI W-8ECI, or any other form in order to establish an exemption from, successor or reduction in related forms adopted by the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionrelevant United States taxing authorities. (d) Borrower Except as specifically set forth in Section 11.5(b) or (c) hereof, nothing in this Agreement or the Notes, expressed or implied, is intended to or shall bear its own costs confer on any Person other than the respective parties hereto and expenses incurred in connection with thereto and their compliance with successors and assignees permitted hereunder and thereunder any request by Lender benefit or any legal or equitable right, remedy or other claim under this Section 9.7Agreement or the Notes. (e) Each In the case of any participation, all amounts payable by the Borrowers under the Loan Documents shall be calculated and made in the manner and to the parties hereto as if no such participation had been sold. (f) The provisions of this Section 11.5 shall not apply to any purchase of participations among the Lenders pursuant to Section 2.11 hereof. (g) The Administrative Agent, acting, for this purpose only, as agent of the Borrowers shall maintain, at no extra charge to the Borrowers, a register (the "Register") at the address to which notices to the Administrative Agent are to be sent under Section 11.1 hereof on which Register the Administrative Agent shall enter the name, address and taxpayer identification number (if provided) of the registered owner of the Loans evidenced by a Registered Note or, upon the request of the registered owner, for which a Registered Note has been requested. A Registered Note and the Loans evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the Loans evidenced thereby on the Register. Any assignment or transfer of all or part of such Loans and the Registered Note evidencing the same shall be registered on the Register only upon compliance with the other provisions of this Section 11.5 and surrender for registration of assignment or transfer of the Registered Note evidencing such Loans, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the Registered Noteholder thereof, and thereupon one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s) and, if less than the aggregate principal amount of such Registered Notes is thereby transferred, the assignor or transferor. Prior to the due presentment for registration of transfer of any Registered Note, the Borrowers and the Administrative Agent shall treat the Person in whose name such Loans and the Registered Note evidencing the same is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding any notice to the contrary. (h) The Register shall be available for inspection by the Borrowers and any Lender at any reasonable time during the Administrative Agent's regular business hours upon reasonable prior notice. (i) Notwithstanding any other provision in this Agreement, any Lender that is a fund that invests in bank loans may, without the consent of the Administrative Agent or the Borrowers, pledge all or any portion of its rights under, and interest in, this Agreement and the Notes to any trustee or to any other representative of holders of obligations owed or securities issued, by such fund as security for such obligations or securities; provided, however, that any transfer to any Person upon the enforcement of such pledge or security interest may only be made subject to the assignment provisions of this Section 11.5. (j) Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") sponsored by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The Loans by an SPC hereunder shall be individually Revolving Loans, Term Loan A Loans, and/or Term Loan B Loans of the Granting Lender to the same extent, and severally (and not jointly) as if, such Loans 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 shall remain with the satisfaction 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 any SPC, it, solely in its capacity as a party hereto and to any other Loan Document, 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 addition, notwithstanding anything to the contrary contained in this Section 11.5, any SPC may (i) with notice to, but without the prior written consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its obligations interests in any Advances to the Granting Lender or to any financial institutions (consented to by the Borrowers and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 11.5(j) may not be amended without the written consent of any SPC which has been designated in writing as provided in the first sentence hereof and holds any outstanding Loans. The designation by a Granting Lender of an SPC to fund Advances (i) shall be deemed to be a representation, warranty, covenant and agreement by such Granting Lender to the Borrowers and all other parties hereunder that (A) the funding and maintaining of such Advances by such SPC shall not constitute a "prohibited transaction" (as defined in Section 4.1(m) hereof), and (B) such designation, funding and maintenance would not result in any interest requiring registration under the Securities Act of 1933, as amended, or qualification under any state securities law, and shall from time to time provide to the Borrowers the tax and other Loan Documentsforms required pursuant to Section 2.09(e) hereof with respect to such SPC as though such SPC were a Lender hereunder. In no event shall the Borrowers or any Lender other than the Granting Lender be obligated hereunder to pay any additional amounts under any provision of this Agreement (pursuant to Article 10 hereof or otherwise) by reason of a Granting Lender's designation of an SPC or the funding or maintenance of Advances by such SPC, in excess of amounts which the Borrowers would have been obligated to pay if such Granting Lender had not made such designation and such Granting Lender were itself funding and maintaining such Advances. The Administrative Agent shall register the interest of any SPC in an advance from time to time on the Register maintained pursuant to Section 11.5(g) hereof.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2The Lender may, Borrower may not sellwithout the consent of the Borrower, assign or transfer any interest in the Loan Documents Guarantor or any other Person, at any time assign to one or more assignees (each, an “Assignee”), other than to a Non-Permitted Assignee (hereinafter defined), all or a portion thereof of its rights and obligations under this Agreement, its Note and the other Credit Documents, including, without limitation, in connection with a securitization hereof; provided, however, that such Assignee shall assume the assigned rights and obligations. The Borrower will be required to deal only with the Lender or one of the Lender’s Affiliates on behalf of any and all Assignees and/or Participants (including Borrower’s rightsas defined below) with respect to ordinary course Advances, titlere-margining provisions for extension options, interestsconsents, remedies, powers and duties hereunder and thereunder)waivers and/or modifications of Eligible Loans. (b) The Lender and each assignee of all or a portion may, without the consent of the Loan shall have Borrower, the right from Guarantor or any other Person, at any time grant to time in its discretion to sell one or more of the Notes or any interest therein participants (an “Assignment”) and/or sell a participation interest in one or more of the Notes (each, a “ParticipationParticipant”). Borrower agrees reasonably , other than to cooperate with Lendera Non-Permitted Assignee, at Lender’s request, participating interests in order its rights and obligations under this Agreement (including its obligation to effectuate any such Assignment or Participationmade Advances). In the case event of an Assignment, (i) each assignee shall have, to any such grant by the extent of such Assignment, the rights, benefits and obligations Lender of the assigning Lender as a “shall remain responsible for the performance of its obligations hereunder, and the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that ’s rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one . Any agreement granting a participation to a Participant shall provide that the Lender shall at all times serve as agent for all Lenders and shall be retain the sole Lender right and responsibility to whom notices, requests and other communications shall be addressed and enforce the sole party authorized to grant or withhold consents hereunder on behalf obligations of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignmenthereunder. (c) IfThe Borrower shall reasonably cooperate in any such assignment or participation by any Lender; provided, pursuant to this Section 9.7however, that any interest in this Agreement such assignment or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender participation shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish be at no cost to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form Borrower, except that the Borrower shall be responsible for its own legal fees in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionconnection therewith. (d) If an Assignee or Participant is not organized under the laws of the United States of America or a state thereof, it shall deliver to the Borrower certification as to exemption from deduction or withholding of any United States federal income taxes and, if it is a United States Person, it shall bear its own costs and expenses incurred in connection with their compliance with deliver a W-9 or other certification evidencing that it is a United States Person. Any assignment made during the continuation of an Event of Default shall not be affected by any request by Lender under this Section 9.7subsequent cure or waiver of such Event of Default. (e) Each Notwithstanding anything to the contrary contained in this Agreement, (i) during the continuance of an Event of Default, Lender hereunder may, without the consent of the Borrower, the Guarantor or any Person, make any assignment described in Section 10.08(a) or grant any participation described in Section 10.08(b) to a Non-Permitted Assignee and (ii) nothing contained in this Agreement shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documentsprohibit or restrict Lender from otherwise conducting any business with any Non-Permitted Assignee. “Non-Permitted Assignee” shall mean any Person listed on Schedule 10.08.

Assignment and Participation. (a) Except as explicitly expressly set forth in Sections 2.1 and 2.2Article II, Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of Borrower in or under the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Documents. (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion and without the consent of Borrower to sell one or more of the Notes or Note Components or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes or Note Components (a “Participation”), in each case other than to a competitor or affiliate of a competitor of any Borrower or Guarantor; provided that so long as no Event of Default is continuing, no Assignment may occur if it results in the Persons party this Agreement as Lender on the date hereof or their affiliates holding less than a majority of the aggregate principal amount of the outstanding Loans, unless an Assignment of a larger portion of the Loan is required to satisfy liquidity requirements relating to redemption requests by such Person’s investors. Borrower agrees shall reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender Person shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.227.21, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) . If, pursuant to this Section 9.7Section, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness such transferee shall, promptly upon receipt of such transferwritten request from Borrower, (i) to furnish to the transferor Lender either Borrower Form W-8BEN W-9, Form W-8BEN, Form W-8BEN-E or Form W-8ECI or any other form in order to establish an exemption fromW-8ECI, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionas applicable. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s 's rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “"Assignment”") and/or sell a participation interest in one or more of the Notes (a “"Participation”"). Borrower agrees reasonably to cooperate with Lender, at Lender’s request's request and expense, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “"Lender” " hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignmenthereunder. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ or such other address as it shall notify Borrower in writing, on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.upon

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2Any Credit Facility Lender (herein sometimes called a “Granting Lender”) may, Borrower may not sellwithout the prior consent of the Borrowers or the Administrative Agent, assign or transfer any interest grant a participation in the Loan Documents Revolving Facility to one or more financial institutions that are not non-residents of Canada for the purpose of the ITA (the “Participant”). If a participation is granted, (i) the Granting Lender shall remain fully liable for all of its obligations and responsibilities under this Agreement to the same extent as if the participation had not been granted, and (ii) the Granting Lender shall administer the participation of the Participant. None of the Participant, the Borrowers and the Administrative Agent shall have any portion thereof (including Borrower’s rightsrights against or obligations to one another, titlenor shall any of them be required to deal directly with one another in respect of the participation by a Participant. For greater certainty, interestsParticipants, remediesas such, powers and duties hereunder and thereunder)shall have no voting rights as “Credit Facility Lenders” under this Agreement. (b) Any Credit Facility Lender (herein sometimes called an “Assigning Lender”) may, prior to an Event of Default, with the consent of the Borrowers, not to be unreasonably withheld, and each assignee after the occurrence of an Event of Default, without the prior consent of the Borrowers, but in all cases with the prior written consent of the Administrative Agent, which consent may not be unreasonably withheld, (for greater certainty, it is hereby acknowledged that if the Administrative Agent has concerns about the ability of the Assignee to fund its Obligations under this Agreement it would be reasonable not to consent to such assignment), assign all or a portion any part of its rights to, and may have its obligations in respect of the Loan shall have Revolving Facility and the right from time to time in its discretion to sell Term Facility assumed by, one or more financial institutions that are residents of Canada for the purposes of the Notes or any interest therein ITA (each an “AssignmentAssignee”) and/or sell a participation interest in one ), provided that, when assigning all or more part of its Commitment, the Assigning Lender must assign an equal portion of its Revolving Commitment and Term Commitment. Without limiting the generality of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lenderforegoing, at Lender’s requestno Credit Facility Lender shall assign any portion of its Commitment if, in order to effectuate any such Assignment or Participation. In the case of an Assignmentafter that assignment, (i) each assignee shall havethe Assigning Lender’s Commitment would be less than Cdn$10,000,000, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, or (ii) the assigning Lender shallAssignee’s Commitment would be less than Cdn$10,000,000, except that, with respect to those Lenders whose Commitment as of the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentdate hereof is less than Cdn$10,000,000, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and the dollar amount of the foregoing assignment restriction shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and deemed to be the sole Lender equal to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests each such Lender’s Commitment as of the date hereof. Notwithstanding the foregoing, no consent shall be required in respect of any assignment by an Assigning Lender to (buti) its Affiliate which, if applicable, with a notation thereon that it is given in substitution for and replacement the case of any transfer prior to the occurrence of an original Note Event of Default, is a financial institution that is not a non-resident in Canada for the purpose of the ITA or any replacement thereof)(ii) another Credit Facility Lender. An assignment shall become effective when the Borrowers and the Administrative Agent have been notified of it by the Assigning Lender and have received from the Assignee an undertaking (addressed to all the parties to this Agreement) to be bound by this Agreement and to perform the obligations assigned to it, and otherwise in substantially the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan Schedule 14.1(3)(b) and the provisions Administrative Agent has received from the Assignee an assignment fee of clause (iii) above), upon return a minimum of the Note then being replaced$2,500 per Credit Facility Lender per assignment. The assigning Any Assignee shall be treated as a Credit Facility Lender shall notify in writing each for all purposes of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agencythis Agreement, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, full benefit hereof and shall be subject to the party conveying the Assignment shall provide notice to Borrower and each Lender obligations of the identity and address Assigning Lender to the same extent as if it were an original party in respect of the assignee rights or obligations assigned to it, and the amount so assigned. Notwithstanding anything in this Agreement Assigning Lender shall be released and discharged accordingly and to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereundersame extent, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with such Schedules as applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply shall be amended accordingly from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionwithout further notice or other requirement. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan risk relating to the Loans, outstanding Letters of Credit, and its Commitment hereunder in an amount equal to or greater than $5,000,000 (which assignment shall have be of an equal percentage of the right Commitment, the Loans and outstanding Letters of Credit unless otherwise agreed to by the Agent) to additional banks or other financial institutions with the prior written approval of the Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which approvals shall not be unreasonably withheld. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more affiliate of the Notes such Bank all or any interest therein (part of its rights and obligations under the Loan Documents by notice to the Agent and the Borrowers. It is further agreed that each bank or other financial institution which executes and delivers to the Agent and the Borrowers hereunder an “Assignment”) and/or sell a participation interest Assignment and Acceptance substantially in one or more the form of Exhibit E hereto together with an assignment fee in the Notes (a “Participation”). Borrower agrees reasonably amount of $3,500 payable by the assigning Bank to cooperate with Lenderthe Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. Upon the execution and delivery of such Assignment and Acceptance, and (iiia) one Lender the Borrowers shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower issue to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any bank or other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of financial institution a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement such bank's or other financial institution's Commitment dated the date of an original Note the assignment or any replacement thereof), such other date as may be specified by the Agent and otherwise completed in substantially the form of such Note (Exhibit A and with such other changes as may be reasonably required to reflect that such Note evidences only the extent any assigning Bank has retained a portion of its obligations hereunder, an appropriate replacement Note to the Loan assigning Bank reflecting its assignment; (b) the Agent shall distribute to the Borrowers, the Banks and such bank or financial institution a schedule reflecting such changes; and (c) this Agreement shall be appropriately amended to reflect (i) the provisions of clause (iii) above), upon return status of the Note then being replacedbank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The assigning Lender documents evidencing any such participation shall notify in writing each of the other Lenders of any Assignment. Each potential limit such participating bank or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled financial institutions voting rights with respect to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrarymatters set forth in ss.14.8 which require the vote of all Banks. Notwithstanding the foregoing, after an Assignmentno assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement. Without the prior consent of the Agent and the Borrowers, no Bank which retains a Commitment hereunder shall have a Commitment of less than $5,000,000, as such amount may be reduced upon reductions in the assigning Lender (in addition Total Commitment pursuant to the assignee) shall continue to have the benefits of any indemnifications ss.2.2 hereof. Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior ss.17 to the date of such assignment. (c) If, pursuant to this Section 9.7contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest in and rights under this Agreement (including all or any Note is transferred portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Lenders organized under ss.4 of the Federal Reserve Act, 12 U.S.C. ss.341. No such pledge or the transferor enforcement thereof shall release the pledgor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents.

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder. Lender may also assign all or any part of the Facility and L▇▇▇▇▇’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). Upon delivery to B▇▇▇▇▇▇▇ of an executed copy of the Assignee L▇▇▇▇▇’s assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Transaction Documents and other related documents, and (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under this Agreementthe other Transaction Documents (including, and (iiiwithout limitation, the obligation to fund the Assignee L▇▇▇▇▇’s share of the Facility) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf related documents. Within five Business Days after receipt of a copy of the Lenders (subjectexecuted assignment and acceptance document, in each case, Borrower shall execute and deliver to appointment of Lender a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesnew subordinated debenture, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower applicable (for delivery to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and (iv) any assigning Lender that no longer holds any evidencing such Assignee L▇▇▇▇▇’s assigned portion of the Loan shall deliver any Collateral Facility and a replacement subordinated debenture, as applicable, in the principal amount of the Facility retained by L▇▇▇▇▇ (such subordinated debenture to be in exchange for, but not in payment of, the subordinated debenture then held by Lender). Such subordinated debenture shall be dated the date of the predecessor Subordinated Debenture. Lender shall mark the predecessor Subordinated Debenture “exchanged” and deliver it to Borrower. Accrued interest on that part of the predecessor Subordinated Debenture evidenced by the new subordinated debenture, and accrued fees, shall be paid as Lender provided in the assignment agreement between L▇▇▇▇▇ and to the Assignee Lender. Accrued interest on that part of the predecessor Subordinated Debenture evidenced by the replacement subordinated debenture shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the subordinated debenture and paid at the same time or times provided in the predecessor Subordinated Debenture and in this Agreement. Borrower authorizes L▇▇▇▇▇ to disclose to any prospective Assignee Lender any financial or other Lenders information pertaining to Borrower or their custodian andthe Facility. In addition, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. B▇▇▇▇▇▇▇ agrees that, if so requested by L▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part▇, Borrower will promptly provide cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Transaction Documents or other related documents to be delivered to Lender to name the assignor and the assignee separate promissory notes in the amount of their respective interests (butAssignee Lender as an additional insured or obligee, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as Lender may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replacedrequest. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, after an Assignmentand without the need to comply with any of the formal or procedural requirements of this Agreement, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to including this Section 9.79.2, Lender may at any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, time and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with pledge and assign all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with or any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction portion of its rights under all or any of the Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations hereunder and under the other Loan Documentsthereunder.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Line Percentage, and interests in the Loan risk relating to the Loans hereunder in an amount equal to or greater than the lesser of (a) $5,000,000 or (b) such Bank's entire Commitment to additional banks or other financial institutions with the prior written approval of the Agent, and, so long as no Event of Default has occurred and is continuing, the Borrower, which approvals shall have the right not be unreasonably withheld. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more of the Notes affiliate or such Bank all or any interest therein part of its rights and obligations under the Loan Documents by notice to the Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Agent, and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit D hereto (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest together with an assignment fee in one or more the amount of $2,500 payable by the Notes (a “Participation”). Borrower agrees reasonably assigning Bank to cooperate with Lenderthe Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment and the Loans shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations 55 -55- under this Agreement and the other Loan Documents. Upon the execution and delivery of such Assignment and Acceptance, (a) the Borrower shall issue to the bank or other financial institution a Note in the amount of such bank's or other financial institution's Commitment dated the date of the assignment or such other date as may be specified by the Agent, and otherwise completed in substantially the form of Exhibit A, and to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Note to the assigning Bank reflecting its assignment; and (b) this Agreement shall be deemed to be appropriately amended to reflect (i) the status of the bank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment and the Loans. The documents evidencing any such participation shall limit such participating bank's or financial institution's voting rights with respect to this Agreement to the matters set forth in Section 30.7 which require the approval of all Banks. Notwithstanding the foregoing, no assignment or participation shall operate to increase the Line hereunder or otherwise alter the substantive terms of this Agreement, and (iii) one Lender no Bank which retains a Commitment hereunder shall at all times serve have a Commitment of less than $10,000,000, as agent for all Lenders and shall such amount may be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf reduced upon reductions of the Lenders (subject, in each case, to appointment of a Servicer, Line pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be2(d) and to be the sole Lender to designate the account to which payments shall be made by Borrower hereof. Anything contained in this Section 34 to the Lenders hereunder (and Borrower contrary notwithstanding, any Bank may fully rely thereon, notwithstanding at any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds time pledge all or any portion of the Loan shall deliver its interest and rights under this Agreement (including all or any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lenderportion of its Notes) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names any of the registered owner or owners from time to time twelve Federal Reserve Banks organized under Section 4 of the NotesFederal Reserve Act, 12 U.S.C. Section 341. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to No such pledge or the assignor and enforcement thereof shall release the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply pledgor Bank from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s 's rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “"Assignment”") and/or sell a participation interest in one or more of the Notes (a “"Participation”"). Borrower agrees reasonably to cooperate with Lender, at Lender’s request's request and at Lender's sole expense, in order to effectuate any such Assignment or Participation, such cooperation to be provided in the same manner, and subject to the same limitations, as is set forth in the Cooperation Agreement with respect to a Securitization. In the case of an Assignment, (i) each assignee shall have, to the extent of such AssignmentAssignment (but subject to clause (iii)), the rights, benefits and obligations of the assigning Lender as a “"Lender” " hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents or waivers or give notices hereunder on behalf of the Lenders (including default notices and other notices relating to enforcement of the Loan Documents), subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 Upon notice to the Agent and 2.2the Borrower, Borrower any Lender may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of its interests, rights and obligations under this Agreement hereunder in an amount equal to or greater than $250,000 to additional lenders or other financial institutions with the Loan shall have the right from time to time in its discretion to sell one or more prior written approval of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more Agent. Upon such execution, delivery, and acceptance, from and after the effective date of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignmentassignment, (i) each the assignee shall havebe a party hereto and, to the extent of provided in such Assignmentassignment, have the rights, benefits rights and obligations of the assigning a Lender as a “Lender” hereunder hereunder, and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentprovided in such assignment, relinquish its rights and be released from its obligations under this Agreement. Within five (5) Business Days after receipt of notice of an assignment, the Borrower, at its expense, shall execute and deliver to such Lenders, in exchange for surrendered Term Notes, new Term Notes with the appropriate insertions, and (iii) one Lender shall at all times serve as agent for all Lenders an Assignment and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise Acceptance in the form of such Note Exhibit H attached hereto. This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and assigns, but the Borrower may not assign its rights or obligations hereunder. (and with such b) Any Lender may sell participations to one or more banks or other changes as may be reasonably required to reflect that such Note evidences only entities in all or a portion of the Loan its rights and obligations under this Agreement and the provisions of clause other Loan Documents; provided that (iiii) above), upon return any such sale or participation shall not affect the rights and duties of the Note then being replaced. The assigning Lender shall notify in writing each of Lenders hereunder to the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a SecuritizationBorrower, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After (ii) the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement only rights granted to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior participant pursuant to such assignment participation arrangements with respect to matters occurring prior waivers, amendments or modifications of the Loan Documents shall be the rights to approve waivers, amendments, or modifications that would reduce the principal of or the interest rate on the Term Loan, extend the term or increase the amount of the Term Loan as they relate to such participant, reduce the amount of any fees to which such participant is entitled, or extend any regularly scheduled payment date of such assignmentfor principal or interest. (c) If, pursuant to Anything contained in this Section 9.7ss.11 notwithstanding, any interest in this Agreement Lender may at any time pledge all or any Note is transferred portion of its interest and rights under this Loan Agreement (including all or any portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Banks organized under ss.4 of the Federal Reserve Act, 12 U.S.C. ss.341. No such pledge or the transferor enforcement thereof shall release the pledgor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2Any Lender (herein sometimes called a "Granting Lender") may, Borrower may not sellat no cost to the Borrower, assign or transfer any interest grant a participation in the Credit Facility to another Person (a "Participant"), provided in each case that (i) the Granting Lender remains fully liable for all of its obligations and responsibilities hereunder to the same extent as if such participation had not been granted, (ii) the Granting Lender administers the participation of the Participant, and neither the Participant nor the Borrower nor the Administrative Agent shall have any rights against or obligations to one another, nor shall any of them be required to deal directly with one another in respect of the participation by such Participant and (iii) the Participant does not thereby obtain voting rights hereunder, other than in respect of reductions or postponements of amounts payable hereunder or in respect of the release of all or substantially all the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Party Guarantees. (b) Any Lender (herein sometimes called an "Assigning Lender") may, at no cost to the Borrower (save in the circumstances described in Sections 5.2, 8.6.2 and each assignee of 8.7), assign all or a portion any part of its rights to, and may have its obligations in respect of the Loan shall have Credit Facility assumed by, any other Lender or any other Person (the right from time "Assignee"); provided that no such assignment may be effected to time in its discretion to sell one a Person other than a Lender or more an Affiliate of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more Assigning Lender without the consents of the Notes Administrative Agent and QPI (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, which consents in order to effectuate any each case shall be evidenced by the execution by such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations Person of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise undertaking in the form of Schedule 18.3 referred to below and shall not be unreasonably withheld), provided further that, in the case of partial assignments, no such Note (and with such other changes as assignment may be reasonably required to reflect effected in tranches of less than $10,000,000 in the aggregate (when combined with any amount assigned under the US Holdings Term Credit Agreement) for the Assigning Lender and its Affiliate(s), and multiples of US$1,000,000 in excess thereof, and provided further that following a partial assignment by an Assigning Lender, such Note evidences only Assigning Lender and its Affiliate(s) shall retain (when combined with any amount of commitment retained under the US Holdings Term Credit Agreement) a portion Commitment of not less than $10,000,000 in the aggregate hereunder and provided further that (i) notwithstanding the foregoing, any Lender may, without the consent of the Administrative Agent or QPI, assign as security, all or part of its rights under the Loan Documents to any Federal Reserve Bank of the United States of America and all or part of its rights or obligations under the Loan Documents to any of its Affiliates and (ii) if an Event of Default shall have occurred and be continuing, such consent from QPI shall not be required. Subject to the foregoing an assignment (other than an assignment as security to any Federal Reserve Bank of the United States of America) shall become effective when QPI, the other Loan Parties and the provisions Administrative Agent have been notified of clause it by the Assigning Lender and have received from the Assignee an undertaking (iiiaddressed to the Administrative Agent, the Lenders and the Loan Parties) above)to be bound by this Agreement and to perform the obligations assigned to it, upon return in form and substance to the effect of the Note then being replacedSchedule 18.3. The assigning Any such Assignee shall be and be treated as a Lender shall notify in writing each for all purposes of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agencythis Agreement, shall be entitled to receive the full benefit hereof and of all information received by Lender under this Agreement. After the effectiveness of any Assignment, Loan Documents and shall be subject to the obligations hereunder to the same extent as if it were an original party conveying the Assignment shall provide notice to Borrower and each Lender in respect of the identity and address of the assignee rights or obligations assigned to it, and the amount so assigned. Notwithstanding anything in this Agreement Assigning Lender shall be released and discharged accordingly and to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignmentsame extent. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan shall have risk relating to the right from time Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to time or greater than $5,000,000 (or, if a Bank’s Commitment is less than $5,000,000, in its discretion a minimum amount equal to sell one such Bank’s Commitment; provided that prior to any Commitment reductions pursuant to §2.3.1, such Bank’s Commitment was at least $5,000,000) to additional banks, other financial institutions or more Bank Affiliates with the prior written approval of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more Administrative Agent and each Issuing Bank and, so long as no Event of Default has occurred and is continuing, the consent of the Notes Borrower (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lenderprovided that the Borrower’s request, consent shall not be required in order to effectuate any such Assignment or Participation. In the case of an Assignmentassignment to a Bank Affiliate or to an Approved Fund), (i) each assignee which approvals shall havenot be unreasonably withheld. Any Bank may at any time, and from time to time, assign to any branch, lending office, or Bank Affiliate all or any part of its rights and obligations under the Loan Documents by notice to the extent Administrative Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of such Assignment, Exhibit D hereto (an “Assignment and Acceptance”) together with an assignment fee in the rights, benefits and obligations amount of $3,500 payable by the assigning Lender as Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a “Lender” hereunder party to this Agreement and under the other Loan Documents for all purposes of this Agreement and the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights (except for indemnity rights arising out of the period prior to such assignment) and be released from its obligations under this AgreementAgreement and the other Loan Documents. Upon the execution and delivery of such Assignment and Acceptance (a) to the extent applicable, the Borrower shall issue Notes (and replacement Notes) or the Administrative Agent shall make appropriate entries on the applicable loan account(s) to reflect such assignment of Loan(s); and (iiib) one Lender shall at all times serve as agent for all Lenders this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the sole Lender to whom noticesstatus of the bank, requests financial institution or Bank Affiliate as a party hereto and other communications (ii) the status and rights of the Banks hereunder. Each Bank shall be addressed and also have the sole party authorized right to grant participations to one or withhold consents hereunder on behalf more banks, other financial institutions or Bank Affiliates in its Commitment, the Loans and outstanding Letters of the Lenders (subjectCredit. The documents evidencing any such participation shall limit such participating bank’s, in each casefinancial institution’s or Bank Affiliate’s, voting rights with respect to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower this Agreement to the Lenders hereunder matters set forth in §15.9(b)(i) – (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lenderv), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, ; and each Rating Agency, such participant shall be entitled to receive all information received by Lender under the benefit of §5.5 hereof to the extent of its participation, subject to the limitations set forth therein. Notwithstanding the foregoing, no assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $5,000,000, except as a result of reductions in the Total Commitment pursuant to §2.3 hereof. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior §20 to the date of such assignment. (c) If, pursuant to this Section 9.7contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest in and rights under this Agreement (including all or any Note is transferred portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341. No such pledge or the transferor Lender enforcement thereof shall cause such transferee, concurrently with release the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply pledgor Bank from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that such assignees or participants or potential assignees or participants shall agree to be bound by §18 hereof.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan shall have risk relating to the right from time Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to time or greater than $5,000,000 (or, if a Bank’s Commitment is less than $5,000,000, in its discretion a minimum amount equal to sell one such Bank’s Commitment; provided that prior to any Commitment reductions pursuant to §2.3.1, such Bank’s Commitment was at least $5,000,000) to additional banks, other financial institutions or more Bank Affiliates with the prior written approval of the Notes or any interest therein Administrative Agent and each Issuing Bank and, so long as no Event of Default has occurred and is continuing, the Borrower (an “Assignment”) and/or sell a participation interest provided that the Borrower’s consent shall not be required in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignmentassignment to a Bank Affiliate or to an Approved Fund), (i) each assignee which approvals shall havenot be unreasonably withheld. Any Bank may at any time, and from time to time, assign to any branch, lending office, or Bank Affiliate all or any part of its rights and obligations under the Loan Documents by notice to the extent Administrative Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of such Assignment, Exhibit D hereto (an “Assignment and Acceptance”) together with an assignment fee in the rights, benefits and obligations amount of $3,500 payable by the assigning Lender as Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a “Lender” hereunder party to this Agreement and under the other Loan Documents for all purposes of this Agreement and the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights (except for indemnity rights arising out of the period prior to such assignment) and be released from its obligations under this AgreementAgreement and the other Loan Documents. Upon the execution and delivery of such Assignment and Acceptance (a) to the extent applicable, the Borrower shall issue Notes (and replacement Notes) or the Administrative Agent shall make appropriate entries on the applicable loan account(s) to reflect such assignment of Loan(s); and (iiib) one Lender shall at all times serve as agent for all Lenders this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the sole Lender to whom noticesstatus of the bank, requests financial institution or Bank Affiliate as a party hereto and other communications (ii) the status and rights of the Banks hereunder. Each Bank shall be addressed and also have the sole party authorized right to grant participations to one or withhold consents hereunder on behalf more banks, other financial institutions or Bank Affiliates in its Commitment, the Loans and outstanding Letters of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replacedCredit. The assigning Lender documents evidencing any such participation shall notify in writing each of the other Lenders of any Assignment. Each potential limit such participating bank’s, financial institution’s or actual assigneeBank Affiliate’s, participant or investor in a Securitization, and each Rating Agency, shall be entitled voting rights with respect to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrarymatters set forth in §15.9(b)(i) – (v). Notwithstanding the foregoing, after an Assignmentno assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $5,000,000, except as a result of reductions in the assigning Lender (in addition Total Commitment pursuant to the assignee) shall continue to have the benefits of any indemnifications §2.3 hereof. Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior §20 to the date of such assignment. (c) If, pursuant to this Section 9.7contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest in and rights under this Agreement (including all or any Note is transferred portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341. No such pledge or the transferor Lender enforcement thereof shall cause such transferee, concurrently with release the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply pledgor Bank from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that such assignees or participants or potential assignees or participants shall agree to be bound by §18 hereof.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower unreasonably withheld; provided that a Bank may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right its Canadian Commitment Percentage and Canadian Loans outstanding, Canadian Letters of Credit and Bankers' Acceptances, only to an Eligible Canadian Assignee. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more of the Notes affiliate or such Bank all or any interest therein part of its rights and obligations under the Loan Documents by notice to the Agents and the Company. It is further agreed that each bank or other financial institution which executes and delivers to the Documentation Agent and the Borrowers hereunder an Assignment and Acceptance substantially in the form of Exhibit J hereto (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest together with an assignment fee in one or more the amount of $2,500 payable by the Notes (a “Participation”). Borrower agrees reasonably assigning Bank to cooperate with Lenderthe Documentation Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Domestic Commitment and Canadian Commitment, as applicable, the Loans and Letters of Credit and Bankers' Acceptances shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed Agreement and the sole party authorized to grant or withhold consents hereunder on behalf other Loan Documents. Upon the execution and delivery of such Assignment and Acceptance, (a) the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments Borrowers shall be made by Borrower issue to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any assignee bank or other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes financial institution Notes in the amount of their respective interests (butsuch bank's or other financial institution's Domestic Commitment or Canadian Commitment, if applicable, with a notation thereon that it is given in substitution for and replacement dated the date of an original Note the assignment or any replacement thereof)such other date as may be specified by the Documentation Agent, and otherwise completed in substantially the form of such Note (Exhibits A, B or C, and with such other changes as may be reasonably required to reflect that such Note evidences only the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note and Canadian Note, as applicable, to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Company shall issue a Competitive Bid Note in substantially the form of Exhibit D (and a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Documentation Agent shall distribute to the Borrowers, the Banks and such bank or financial institution a schedule reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the provisions of clause (iii) above), upon return status of the Note then being replacedbank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Domestic Commitment or Canadian Commitment, the Loans, Bankers' Acceptances and outstanding Letters of Credit. The assigning Lender documents evidencing any such participation shall notify in writing each of the other Lenders of any Assignment. Each potential limit such participating bank's or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled financial institution's voting rights with respect to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrarymatters set forth in Section 16.8 which require the approval of all Banks. 101 -95- Notwithstanding the foregoing, after an Assignmentno assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, as such amount may be reduced upon reductions in the assigning Lender (in addition Total Commitment pursuant to the assignee) shall continue to have the benefits of any indemnifications Section 2.3 hereof. Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior Section 20 to the date of such assignment. (c) If, pursuant to this Section 9.7contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest in and rights under this Agreement (including all or any Note is transferred portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the transferor Lender enforcement thereof shall cause such transferee, concurrently with release the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply pledgor Bank from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents.

Assignment and Participation. (a) Except as explicitly expressly set forth in Sections 2.1 and 2.2Article II, Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of Borrower in or under the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Documents. (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion and without the consent of Borrower to sell one or more of the Notes or Note Components or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes or Note Components separately from other Notes or Note Components or any interest therein (a “Participation”) to a participant (a “Participant”). Borrower agrees shall reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation, and Borrower shall promptly provide such information, legal opinions and documents relating to Borrower, Mezzanine Borrower, Master Tenant, Sponsor, the Properties and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as non-fiduciary agent for Borrower, a register on which it shall enter (i) the name or names of the registered owner or owners from time to time of the NotesNotes and (ii) principal amounts (and stated interest) of the Notes owing to each registered owner or owners. Borrower agrees that upon Upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. Borrower agrees that each Participant shall be entitled to the benefits of Section 1.4 (subject to the requirements and limitations therein, including the requirements under Section 1.4(d) (it being understood that the documentation required under Section 1.4(d) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such Participant shall not be entitled to receive any greater payment under Section 1.4, 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. (c) Each Lender that sells a Participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the 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. (d) If, pursuant to this Section 9.7Section, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently such transferee shall, on or prior to the date such transferee acquires an interest under this Agreement or any Note, furnish to Borrower Form W-9, Form W-8BEN or W-8BEN-E, Form W-8ECI, or Form W-8IMY, as applicable, together with the effectiveness of such transfer, all required attachments. (i) Borrower shall have no obligation to furnish recognize or deal directly with any Lender other than Lead Lender, and no Lender other than Lead Lender shall have any right to deal directly with Borrower with respect to the transferor Lender either Form W-8BEN or Form W-8ECI rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lead Lender to bind each Lender, notwithstanding that the particular action in question may, pursuant to this Agreement be subject to the consent or direction of some or all of the other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and Lenders. (ii) In addition to agree (for any other rights of Lender, Lender may designate one or more administrative and/or collateral agents to act on behalf of the benefit of Lender and Borrower) to provide the transferor in one or more respects as determined by Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws the prior written consent of Borrower, which consent shall not be unreasonably withheld, conditioned or delayed and regulations with regard which consent shall not be required if an Event of Default has occurred and is continuing (any such administrative agent or collateral agent, an “Agent”) and thereafter to remove or replace any such withholding tax exemption. (d) Borrower shall bear its own costs Agent from time to time. In the event of any appointment of an Agent, any Liens granted and expenses incurred created in connection with their compliance with any request by Lender favor of the “Lender” under this Section 9.7. (e) Each Lender hereunder shall be individually Agreement, the Mortgage and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsDocuments shall be held, and shall be deemed for all purposes under this Agreement, the Mortgage and the other Loan Documents to be held, by such Agent as agent on behalf of Lender and Lender’s transferees, assignees and successors from time to time holding interests in the Loan.

Assignment and Participation. (a) Except as explicitly expressly set forth in Sections 2.1 and 2.2Article II, Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of Borrower in or under the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Documents. (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion and without the consent of Borrower to sell one or more of the Notes or Note Components or any interest therein (an “"Assignment”") and/or sell a participation interest in one or more of the Notes or Note Components (a “"Participation”"), provided, Borrower shall be provided with notice of any Assignment. Borrower agrees shall reasonably to cooperate with Lender, at Lender’s 's request, in order to effectuate any such Assignment or Participation, and, subject to any restrictions set forth in Section 9.24 and the Approved Hotel SNDA, Borrower shall promptly provide such information, legal opinions and documents relating to each Required SPE, Sponsor, the Property, the Approved Property Manager, the Approved Hotel Operator, the Approved Music Venue Manager, and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “"Lender” " hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as non‑fiduciary agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon Upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7Section, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness such transferee shall, promptly upon receipt of such transferwritten request from Borrower, (i) to furnish to the transferor Lender either Borrower Form W‑9, Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption fromW-8ECI, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and as applicable. LOAN AGREEMENT – Page 95 49125-481/Block 21 (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.TX)

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, assign agreed that each Bank shall have the right to assiGN or transfer participate at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment and interests in the Loan risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or greater than $5,000,000 (which assignment shall be of an equal percentage of such Bank's Commitment, the Revolving Credit Loans and outstanding Letters of Credit) to Eligible Assignees with the prior written consent of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the right from time Borrowers, which approvals shall not be unreasonably withheld. It is further agreed that each Eligible Assignee which executes and delivers to time the Banks and the Borrowers an Assignment and Acceptance in its discretion to sell one or more substantially the form of the Notes or any interest therein Exhibit E (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest shall, on the date specified in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Credit Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Credit Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, and its Commitment shall be as set forth in such Assignment and Acceptance. Upon the execution and delivery of such Assignment and Acceptance and payment by the assigning bank of an assignment fee in the amount of $3,500 to the Agent, (a) the Borrowers shall issue to such Eligible Assignee a Revolving Credit Note in the amount of such Eligible Assignee's Commitment dated the Closing Date or such other date as may be specified by the Agent and otherwise completed in substantially the form of Exhibit A hereto and, to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Revolving Credit Note to the assigning Bank; (b) the Agent shall distribute to the Borrowers, the Banks and such Eligible Assignee a schedule reflecting such changes; (c) this Credit Agreement shall be appropriately amended to reflect (i) the status of such Eligible Assignee as a party hereto and (ii) the assigning Lender shallstatus and rights of the Banks and Agent hereunder; and (d) the Borrowers shall take such action as the Agent may reasonably request to perfect any security interests in favor of the Banks, including any Eligible Assignee which becomes a party to this Credit Agreement. The documents evidencing any such participation may provide that, except with the consent of the bank or financial institution that is a party thereto, such Bank will not consent to (a) the reduction in or forgiveness of the stated principal of or rate of interest on or Commitment Fee with respect to the extent that portion of any Loan subject to such participation or assignment, (b) the extension or postponement of any stated date fixed for payment of principal or interest or Commitment Fee with respect to the portion of any Loan subject to such participation or assignment, or (c) the waiver or reduction of any right to indemnification of such Bank hereunder. Notwithstanding the foregoing, no syndication or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Credit Agreement, except as contemplated under Section 2.2.2. Anything contained in this Section 17 to tHE contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest and rights and obligations hereunder have been assigned by it pursuant under this Credit Agreement (including all or any portion of its Notes) to an Assignmentany of the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, relinquish its rights and be released 12 U.S.C. Section 341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf any of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2this Agreement, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of a Participation, (i) Lender’s obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Lender shall remain the holder of any Note for all purposes of this Agreement and (iv) Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under and in respect of this Agreement and the other Loan Documents. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, Agreement and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignmenthereunder. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Lender shall permit Borrower to review the register as needed for Borrower to comply with its obligations under this Agreement, the Loan Documents or any applicable law, regulation or procedure. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a SecuritizationSecuritization of the Loan, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to Borrower and/or the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, hereunder and (ii) to agree (for the benefit of Lender and Borrower) to provide Borrower and the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Neither Borrower may not sell, assign or transfer any interest in of its rights or obligations hereunder, under the Notes or under any other Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Document without the prior written consent of each Bank. (b) Lender and each assignee Each Bank may sell (i) assignments of all any amount of its interest hereunder to any Bank, or (ii) assignments or participations of up to one hundred percent (100%) of its interest hereunder to (A) one (1) or more wholly- owned Affiliates of such Bank or Approved Funds (provided, however, that if such -------- ------- Affiliate is not a portion financial institution, such Bank shall be obligated to repurchase such assignment if such Affiliate is unable to honor its obligations hereunder), or (B) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Loan Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank (provided, however, that -------- ------- no such assignment shall have relieve such Bank from its obligations hereunder). (c) Each of the right from Banks may at any time to time in its discretion to sell enter into assignment agreements or participations with one or more of the Notes other Banks, Approved Funds or any other Persons pursuant to which each Bank may assign or participate its interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits under this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, including its interest in any particular Advance or portion thereof; provided, however, that (1) all assignments (other -------- ------- than assignments described in Section 11.5(b) hereof) shall be in minimum principal amounts of the lesser of (X) $5,000,000, and (Y) the amount of such Bank's Facility B Commitment (in a single assignment only), and (2) all assignments (other than assignments described in Section 11.5(b) hereof) and participations hereunder shall be subject to the following additional terms and conditions: (i) No assignment (except assignments permitted in Section 11.5(b) hereof) shall be sold without the prior consent of the Administrative Agent and prior to the occurrence and continuation of an Event of Default, the consent of the Borrowers, which consents shall not be unreasonably withheld; (ii) Any Person purchasing a participation or an assignment of any portion of the assigning Lender shallFacility B Loans from any Bank shall be required to represent and warrant that its purchase shall not constitute a "prohibited transaction" (as defined in Section 4.1(m) hereof); (iii) The Borrowers, to the extent Banks, and the Administrative Agent agree that rights assignments permitted hereunder (including the assignment of any Advance or portion thereof) may be made with all voting rights, and obligations hereunder have been assigned by it shall be made pursuant to an AssignmentAssignment and Assumption Agreement substantially in the form of Exhibit T attached hereto. An administrative fee of $3,500 --------- shall be payable to the Administrative Agent either by the assigning Bank or the assignee thereof at the time of any assignment under this Section 11.5(c); (iv) No participation agreement shall confer any rights under this Agreement or any other Loan Document to any purchaser thereof, relinquish its rights and be released or relieve any issuing Bank from any of its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and actions hereunder shall be conducted as if no such participation had been granted; provided, however, that any participation agreement may -------- ------- confer on the sole Lender participant the right to whom noticesapprove or disapprove decreases in the interest rate, requests and other communications shall be addressed and increases in the sole party authorized to grant or withhold consents hereunder on behalf principal amount of the Lenders (subjectFacility B Loans participated in by such participant, decreases in each casefees, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion extensions of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian andTermination Date, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, the Maturity Date or other principal payment date for the Facility B Loans or of the scheduled reduction of the Facility B Commitment and releases of Collateral; (v) Each Bank agrees to provide the Administrative Agent and the Borrowers with a notation thereon prompt written notice of any issuance of assignments of its interests hereunder; (vi) No assignment, participation or other transfer of any rights hereunder or under the Facility B Notes shall be effected that it is given would result in substitution for and replacement any interest requiring registration under the Securities Act of an original Note 1933, as amended, or qualification under any replacement thereof), and otherwise in the form of state securities law; (vii) No such Note (and with such other changes as assignment may be reasonably required made to reflect that such Note evidences only a portion of the Loan and the provisions of clause any bank or other financial institution (iiix) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring which a receiver or conservator (including, without limitation, the Federal Deposit Insurance Corporation, the Resolution Trust Company or the Office of Thrift Supervision) has been appointed or (y) that is not "adequately capitalized" (as such term is defined in Section 131(b)(1)(B) of the Federal Deposit Insurance Corporation Improvement Act as in effect on the Agreement Date); and (viii) If applicable, each Bank shall, and shall cause each of its assignees to, provide to the Administrative Agent on or prior to the effective date of any assignment an appropriate Internal Revenue Service form as required by Applicable Law supporting such assignment. Bank's or assignee's position that no withholding by either Borrower or the Administrative Agent for U.S. income tax payable by such Bank or assignee in respect of amounts received by it hereunder is required. For purposes of this Agreement, an appropriate Internal Revenue Service form shall mean Form 1001 (c) IfOwnership Exemption or Reduced Rate Certificate of the U.S. Department of Treasury), pursuant to this Section 9.7or Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States), any interest in this Agreement or any Note is transferred to any transferee that is not a successor or related forms adopted by the relevant U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptiontaxing authorities. (d) Borrower Except as specifically set forth in Section 11.5(b) or (c) hereof, nothing in this Agreement or the Facility B Notes, expressed or implied, is intended to or shall bear its own costs confer on any Person other than the respective parties hereto and expenses incurred in connection with thereto and their compliance with successors and assignees permitted hereunder and thereunder any request by Lender benefit or any legal or equitable right, remedy or other claim under this Section 9.7Agreement or the Facility B Notes. (e) Each Lender hereunder In the case of any participation, all amounts payable by the Borrowers under the Loan Documents shall be individually calculated and severally made in the manner and to the parties hereto as if no such participation had been sold. (f) The provisions of this Section 11.5 shall not apply to any purchase of participations among the Banks pursuant to Section 2.11 hereof. (g) The Administrative Agent, acting, for this purpose only, as agent of the Borrowers shall maintain, at no extra charge to the Borrowers, a register (the "Register") at the address to which notices to the Administrative Agent are to be sent under Section 11.1 hereof on which Register the Administrative Agent shall enter the name, address and not jointlytaxpayer identification number (if provided) liable of the registered owner of the Facility B Loans evidenced by a Registered Note or, upon the request of the registered owner, for which a Registered Note has been requested. A Registered Note and the Facility B Loans evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the Facility B Loans evidenced thereby on the Register. Any assignment or transfer of all or part of such Facility B Loans and the Registered Note evidencing the same shall be registered on the Register only upon compliance with the other provisions of this Section 11.5 and surrender for registration of assignment or transfer of the Registered Note evidencing such Facility B Loans, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the Registered Noteholder thereof, and thereupon one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s) and, if less than the aggregate principal amount of such Registered Notes is thereby transferred, the assignor or transferor. Prior to the due presentment for registration of transfer of any Registered Note, the Borrowers and the Administrative Agent shall treat the Person in whose name such Facility B Loans and the Registered Note evidencing the same is registered as the owner thereof for the satisfaction purpose of receiving all payments thereon and for all other purposes, notwithstanding any notice to the contrary. (h) The Register shall be available for inspection by the Borrowers and any Bank at any reasonable time during the Administrative Agent's regular business hours upon reasonable prior notice. (i) Notwithstanding any other provision in this Agreement, any Bank that is a fund that invests in bank loans may, without the consent of the Administrative Agent or the Borrowers, pledge all or any portion of its rights under, and interest in, this Agreement and the Facility B Notes to any trustee or to any other representative of holders of obligations hereunder and under owed or securities issued, by such fund as security for such obligations or securities; provided, -------- however, that any transfer to any Person upon the other Loan Documentsenforcement of such pledge or ------- security interest may only be made subject to the assignment provisions of this Section 11.5.

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. Lender may also assign all or any part of any Loan and Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). Lender shall notify Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Loan Documents and other related documents (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsDocuments (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by Lender (such Note to be in exchange for, but not in payment of, the Note then held by Lender). Such Note shall be dated the date of the predecessor Note. Lender shall ▇▇▇▇ the predecessor Note “exchanged” and deliver it to Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the Note and paid at the same time or times provided in the predecessor Note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower or the Loans. In addition, Borrower agrees that, if so requested by Lender, Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to Lender to name the Assignee Lender as an additional insured or obligee, as Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2Any Lender (herein sometimes called a "GRANTING LENDER") may, Borrower may not sellat no cost to the Borrowers, assign or transfer any interest grant a participation in the Loan Documents Credit Facilities to another Person (a "PARTICIPANT"), provided in each case that (I) the Granting Lender remains fully liable for all of its obligations and responsibilities hereunder to the same extent as if such participation had not been granted, (II) the Granting Lender administers the participation of the Participant, and none of the Participant nor the Borrowers nor the Agent shall have any rights against or obligations to one another, nor shall any portion thereof of them be required to deal directly with one another in respect of the participation by such Participant and (including Borrower’s rightsIII) the Participant does not thereby obtain voting rights hereunder, title, interests, remedies, powers and duties other than in respect of reductions or postponements of amounts payable hereunder and thereunder)or in respect of the release of all or substantially all the Subsidiary Guarantees. (b) Any Lender and each assignee of (herein sometimes called an "ASSIGNING LENDER") may, at no cost to the Borrowers, assign all or a portion any part of its rights to, and may have its obligations in respect of the Loan shall have Credit Facilities assumed by, any other Lender or any other Person (the right from time "ASSIGNEE"); PROVIDED THAT no such assignment may be effected to time in its discretion to sell one or more a Person other than a Lender without the written consents of the Notes or any interest therein Agent and the Borrowers and the Restricted Subsidiaries (an “Assignment”which consents in each case shall not be unreasonably withheld) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s requestand, in order to effectuate any such Assignment or Participation. In the case of an Assignmentpartial assignments, (i) each assignee shall havein tranches of not less than US$5,000,000, and multiples of US$1,000,000 in excess thereof, AND PROVIDED that prior to the extent occurrence of such Assignmentan Event of Default, the rightsany assignment by a Paired Lender must be accompanied by a concurrent assignment hereunder, benefits and obligations of the assigning by its Related US Lender as a “or Related Canadian Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be, which assignments must be made to a set of Persons which are or would become Paired Lenders hereunder, consisting of a Canadian Lender and a US Lender, and PROVIDED FURTHER (I) that, notwithstanding the foregoing, any Lender may, without the consent of the Agent or the Borrowers and the Restricted Subsidiaries assign as security, all or part of its rights under the Operative Documents to any Federal Reserve Bank of the United States of America and all or part of its rights or obligations under the Operative Documents to any of its Affiliates and (II) that if an Event of Default shall have occurred and be continuing, such consents from the Borrowers and the Restricted Subsidiaries shall not be required. Subject to the foregoing an assignment (other than an assignment as security to any Federal Reserve Bank of the United States of America) shall become effective when the Borrowers, the other Credit Parties and the Agent have been notified of it by the Assigning Lender and have received from the Assignee an undertaking (addressed to all the parties to this Agreement) to be bound by this Agreement and to be perform the sole Lender obligations assigned to designate it, in form and substance to the account to which payments effect of SCHEDULE "P". Any such Assignee shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning be treated as a Lender that no longer holds any portion for all purposes of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agencythis Agreement, shall be entitled to receive the full benefit hereof and of all information received by Lender under this Agreement. After the effectiveness of any Assignment, Operative Documents and shall be subject to the obligations hereunder to the same extent as if it were an original party conveying the Assignment shall provide notice to Borrower and each Lender in respect of the identity and address of the assignee rights or obligations assigned to it, and the amount so assigned. Notwithstanding anything in this Agreement Assigning Lender shall be released and discharged accordingly and to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignmentsame extent. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer participate at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment and interests in the Loan risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or greater than $5,000,000 (which assignment shall be of an equal percentage of the Commitment, the Loans and outstanding Letters of Credit) to additional banks or other financial institutions so long as the Agent will be the Agent hereunder and with the prior written consent of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the right from time Borrowers, which approvals shall not be unreasonably withheld; and further, and that each bank or other financial institution which executes and delivers to time the Banks and the Borrowers hereunder a counterpart joinder in form and substance satisfactory to the Banks and such bank or financial institution shall, on the date specified in such counterpart joinder, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement, and its discretion to sell one or more Commitment shall be as set forth in such counterpart joinder. Upon the execution and delivery of such counterpart joinder and payment by the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case assigning bank of an Assignmentassignment fee in the amount of $3,500 to the Agent, (a) the Borrowers shall issue to such bank or other financial institution a Note in the amount of such bank's or other financial institution's Commitment dated the Closing Date or such other date as may be specified by the Agent and otherwise completed in substantially the form of Exhibit A hereto; (b) the Agent shall distribute to the Borrowers, the Banks and such bank or financial institution a schedule reflecting such changes; (c) this Agreement shall be appropriately amended to reflect (i) each assignee shall have, to the extent status of such Assignment, the rights, benefits and obligations of the assigning Lender bank or financial institution as a “Lender” hereunder party hereto and under the other Loan Documents, (ii) the assigning Lender shallstatus and rights of the Banks and Agent hereunder; and (d) the Borrowers shall take such action as the Agent may reasonably request to perfect any security interests in favor of the Banks, including any bank or financial institution which becomes a party to this Agreement. The documents evidencing any such participation may provide that, except with the consent of the bank or financial institution that is a party thereto, such Bank will not consent to (a) the reduction in or forgiveness of the stated principal of or rate of interest on or Commitment Fee with respect to the extent that rights and obligations portion of any Loan subject to such participation or assignment, (b) the extension or postponement of any stated date fixed for payment of principal or interest or Commitment Fee with respect to the portion of any Loan subject to such participation or assignment, or (c) the waiver or reduction of any right to indemnification of such Bank hereunder. Notwithstanding the foregoing, no syndication or participation shall operate to increase the Total Commitment hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under or otherwise alter the substantive terms of this Agreement, and (iii) one Lender shall at all times serve except as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lendercontemplated under ss.2.2(c), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. This Agreement and the Obligations of Borrowers may not be assigned by Borrowers. Any Lender may, subject to the limitations set forth below, assign or transfer, in whole or in part, its Warehousing Commitments in excess of $15,000,000 and the related Warehousing Advances, together with its corresponding rights under this Agreement and the other Loan Documents, and further may sell participations in all or any part of any of its Warehousing Commitment and the related Warehousing Advances or any other interest in the Obligations or any of its obligations hereunder to another Person, in which event: (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignmentassignment, upon consent by Credit Agent and Borrowers (i) such consent in each case not to be unreasonably withheld), the assignee shall have, to the extent of such Assignmentassignment (unless otherwise provided thereby), the rights, same rights and benefits and obligations of the assigning Lender as it would have if it were a “Lender” hereunder, and, if the assignee has expressly assumed, for the benefit of Borrowers, such Lender’s obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, and (b) in the case of a participation, the participating Person’s (a “Participant”) rights against the Lender from whom it has purchased such participation in respect of such participation are those set forth in the agreement executed by such Lender in favor of the Participant relating thereto. Such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender’s obligations under the other Loan Documents, (ii) whether or not such Lender shall remain the assigning holder of any Note. Such Lender shallshall retain all voting rights with respect to such Note, the Advances hereunder and such Lender’s Warehousing Commitment Amount. Borrowers, Credit Agent and the other Lenders shall continue to the extent that deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder have been assigned under the Loan Documents. Without limiting any Lender’s exclusive right to collect and enforce the Obligations owed to it, Borrowers agree that each participation will give rise to a debtor-creditor relationship between Borrowers and Participant, and Borrowers authorize each Participant, upon an occurrence of an Event of Default, to proceed directly by it right of setoff, bankers’ lien or otherwise, against any assets of Borrowers that may be held by that Participant. Notwithstanding the foregoing, nothing contained herein shall in any manner or to any extent affect the right of any Lender to pledge or assign Notes and interests in this Agreement to any Federal Reserve Bank pursuant to an Assignmentapplicable laws and regulations, relinquish or to assign its rights Notes and be released from its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement to keep, observe and perform all of its obligations under this Agreement, and (iii) one Lender all such assignments shall at all times serve be treated, considered and administered as agent for all Lenders a sale of a participation and not as an assignment and shall be subject to and governed by the sole provisions of this Section. Any Lender to whom notices, requests and other communications shall be addressed and may furnish any information concerning Borrowers in the sole party authorized to grant or withhold consents hereunder on behalf possession of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time to Affiliates of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrowers hereby consent to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form provision of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignmentinformation. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein, or in any of its rights and security hereunder, including, without limitation, the Note. Lender may also assign all or any part of any Loan and Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). Upon delivery to Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Loan Documents and other related documents, and (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsDocuments (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by Lender (such Note to be in exchange for, but not in payment of, the Note then held by Lender). Such Note shall be dated the date of the predecessor Note. Lender shall m▇▇▇ the predecessor Note “exchanged” and deliver it to Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the Note and paid at the same time or times provided in the predecessor Note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower or the Loans. In addition, Borrower agrees that, if so requested by Lender, Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to Lender to name the Assignee Lender as an additional insured or obligee, as Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 7.3, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder.

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder. With the prior written consent of Borrower, not to be unreasonably withheld or delayed, Lender may also assign all or any part of the Facility and Lender's obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an "Assignee Lender"). Upon delivery to Borrower of an executed copy of the Assignee Lender's assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Transaction Documents and other related documents, and (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsTransaction Documents (including, without limitation, the obligation to fund the Assignee Lender's share of the Facility) and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new subordinated note, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender's name and evidencing such Assignee Lender's assigned portion of the Facility and a replacement subordinated note, as applicable, in the principal amount of the Facility retained by Lender (such subordinated note to be in exchange for, but not in payment of, the subordinated note then held by Lender). Such subordinated note shall be dated the date of the predecessor Subordinated Note. Lender shall m▇▇▇ the predecessor Subordinated Note "exchanged" and deliver it to Borrower. Accrued interest on that part of the predecessor Subordinated Note evidenced by the new subordinated note, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Subordinated Note evidenced by the replacement subordinated note shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the subordinated note and paid at the same time or times provided in the predecessor Subordinated Note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower or the Facility. In addition, Borrower agrees that, if so requested by Lender, Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Transaction Documents or other related documents to be delivered to Lender to name the Assignee Lender as an additional insured or obligee, as Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder.

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including the Notes. Lender may also assign all or any part of any Loan and Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). Lender shall notify Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Loan Documents and other related documents and (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents, including the obligation to fund the Assignee Lender’s share of the Loans, and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by Lender (such Note to be in exchange for, but not in payment of, the Note then held by Lender). Such Note shall be dated the date of the predecessor Note. Lender shall m▇▇▇ the predecessor Note “exchanged” and deliver it to Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the Note and paid at the same time or times provided in the predecessor Note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower or the Loans. In addition, Borrower agrees that, if so requested by Lender, Borrower will cause all insurance policies, binders and commitments, including casualty insurance and title insurance, required by the Loan Documents or other related documents to be delivered to Lender to name the Assignee Lender as an additional insured or obligee, as Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank, provided that no such pledge or assignment shall release Lender from its obligations thereunder.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2this Agreement, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Subject to Section 9.7(d), Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of a Participation, (i) Lender’s obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Lender shall remain the holder of any Note for all purposes of this Agreement and (iv) Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under and in respect of this Agreement and the other Loan Documents. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignmenthereunder. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Lender shall permit Borrower to review the register as needed for Borrower to comply with its obligations under this Agreement, the Loan Documents or any applicable law, regulation or procedure. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to Borrower and/or the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide Borrower and the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear Lender may on or after the date hereof effectuate one or more Assignments or Participations, to or with such Eligible Assignees (hereinafter defined) as may be selected by Lender on terms and conditions satisfactory to Lender in its own costs and expenses incurred sole discretion, provided, however, that, except with respect to any Assignment or Participation to a trustee in connection with their compliance a Securitization, any pledgee or any counterparty in connection with any request by a repurchase transaction, the following conditions shall apply: (i) each Assignment or Participation shall only be made to an Eligible Assignee; (ii) Lender under this Section 9.7. shall notify Borrower of the identity of a proposed assignee, lender or participant and Borrower shall have five Business Days to approve or object to such assignee, lender or participant (e) Each Lender hereunder which objection shall be individually limited solely to Borrower’s reasonable belief that such proposed assignee, lender or participant does not meet the qualifications of an Eligible Assignee), and severally if Borrower does not respond within such five Business Day period, such assignee, lender or participant shall be deemed approved by Borrower; provided that Borrower shall have no such approval right during the continuance of an Event of Default; (iii) such Eligible Assignee shall have delivered to Borrower a fully completed QP Certificate in the form of Exhibit D at least two Business Days prior to the date of such Assignment or Participation; and not jointly(iv) liable for the satisfaction minimum amount of its obligations hereunder the Loan transferred pursuant to any Assignment or Participation shall be $5,000,000. As used herein, “Eligible Assignee” means any “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended or otherwise modified from time to time (the “ICA”), and under the other Loan Documentsrules and regulations promulgated thereunder, or any “qualified institutional buyer” as contemplated by Rule 2a51-1(g) of the ICA.

Assignment and Participation. (a) Except as explicitly expressly set forth in Sections 2.1 and 2.2Article II, Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of Borrower in or under the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Documents. (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion and without the consent of Borrower to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes separately from other Notes or any interest therein (a “Participation”) to a participant (a “Participant”). Borrower agrees shall reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation, and Borrower shall promptly provide such information, legal opinions and documents relating to Borrower, Property Owner, Master Tenant, Sponsor, the Properties and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole ). Lead Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as non-fiduciary agent for Borrower, a register on which it shall enter (i) the name or names of the registered owner or owners from time to time of the NotesNotes and (ii) principal amounts (and stated interest) of the Notes owing to each registered owner or owners. Borrower agrees that upon Upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. Borrower agrees that each Participant shall be entitled to the benefits of Section 1.4 (subject to the requirements and limitations therein, including the requirements under Section 1.4(d) (it being understood that the documentation required under Section 1.4(d) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such Participant shall not be entitled to receive any greater payment under Section 1.4, 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. (c) Each Lender that sells a Participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the 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. (d) If, pursuant to this Section 9.7Section, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently such transferee shall, on or prior to the date such transferee acquires an interest under this Agreement or any Note, furnish to Borrower Form W-9, Form W-8BEN or W-8BEN-E, Form W-8ECI, or Form W-8IMY, as applicable, together with the effectiveness of such transfer, all required attachments. (i) Borrower shall have no obligation to furnish recognize or deal directly with any Lender other than Lead Lender, and no Lender other than Lead Lender shall have any right to deal directly with Borrower with respect to the transferor Lender either Form W-8BEN or Form W-8ECI rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lead Lender to bind each Lender, notwithstanding that the particular action in question may, pursuant to this Agreement be subject to the consent or direction of some or all of the other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and Lenders. (ii) In addition to agree (for any other rights of Lender, Lender may designate one or more administrative and/or collateral agents to act on behalf of the benefit of Lender and Borrower) to provide the transferor in one or more respects as determined by Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws the prior written consent of Borrower, which consent shall not be unreasonably withheld, conditioned or delayed and regulations with regard which consent shall not be required if an Event of Default has occurred and is continuing (any such administrative agent or collateral agent, an “Agent”) and thereafter to remove or replace any such withholding tax exemption. (d) Borrower shall bear its own costs Agent from time to time. In the event of any appointment of an Agent, any Liens granted and expenses incurred created in connection with their compliance with any request by Lender favor of the “Lender” under this Section 9.7. (e) Each Lender hereunder shall be individually Agreement, the Pledge Agreement and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsDocuments shall be held, and shall be deemed for all purposes under this Agreement, the Pledge Agreement and the other Loan Documents to be held, by such Agent as agent on behalf of Lender and Lender’s transferees, assignees and successors from time to time holding interests in the Loan.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 After the Closing Date, Lender may assign to any Person (the "Assignee") all or a portion of its rights and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)obligations under this Agreement. (b) Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and each assignee of obligations under this Agreement (including, without limitation, all or a portion of the Loan shall have Working Capital Commitment, the right from time to time in its discretion to sell one or more of Acquisition Advance Commitment and the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”Note held by it). Borrower agrees reasonably to cooperate with Lender; provided, at Lender’s requesthowever, in order to effectuate any such Assignment or Participation. In the case of an Assignment, that (i) Lender's obligations under this Agreement (including, without limitation, the Working Capital Commitment and the Acquisition Advance Commitment to Borrowers hereunder) shall remain unchanged, (ii) Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Lender shall remain the holder of the Note for all purposes of this Agreement, (iv) the sale of the participation will not cause any Borrower to incur any additional liability, and (v) Borrowers shall continue to deal solely and directly with Lender in connection with Lender's rights and obligations under this Agreement, provided that no participant shall be entitled to recover under the above-described provisions an amount in excess of the proportionate share which such participant holds of the original aggregate principal amount hereunder to which Lender would otherwise be entitled. (c) Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 10.22, disclose to the assignee or participant or proposed assignee or participant, any information relating to any Borrower furnished to Lender by or on behalf of any Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to any Borrower received by it from Lender. (d) Lender may assign and pledge all or any of its rights, interests or other benefits hereunder or in the Loan (including, without limitation, all promissory notes, agreements, chattel paper, payment intangibles, collateral or security interests or instruments held by it) as collateral security to Fund Lender or any other unaffiliated lender of Lender (each assignee such lender, a "Collateral Assignee"); provided that unless and until Borrowers receive notification from a Collateral Assignee of such assignment directing payments to be made to such Collateral Assignee, any payment made by Borrowers for the benefit of Lender in accordance with the terms of the Financing Agreements shall have, satisfy Borrowers' obligations thereunder to the extent of such Assignment, the rights, benefits and obligations of the assigning payment. No such assignment and/or pledge shall release Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.obligations

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 §20.1. It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan shall have Loans at the right from time owing to time in its discretion it) to sell one any Eligible Assignee with the prior written consent (not to be unreasonably withheld or more delayed) of the Notes or any interest therein Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (an “Assignment”provided that (x) and/or sell a participation interest the Borrower’s consent shall not be required in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignmentassignment by a Bank to any other Bank, any Bank Affiliate of any Bank or any Approved Fund of any Bank and (y) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof); provided that (a) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement, (b) the amount of the Commitment or Loans of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall be in an amount equal to or greater than (except in the case of an assignment by a Bank to any other Bank or any Bank Affiliate, or unless otherwise agreed to by the Borrower and the Administrative Agent) $1,000,000 (or, if less, the entire amount of such Bank’s Commitment or Loans), provided that no assigning Bank that retains a Commitment hereunder shall have a Commitment of less than $5,000,000, (c) the parties to each assignment shall execute and deliver to the Administrative Agent (i) an Assignment and Assumption or (ii) 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, provided, that the Administrative Agent may, in its sole discretion, elect to waive such assignment fee, (d) the assignee, if it shall not be a Bank, 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 Subsidiaries 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. Subject to acceptance and recording thereof by the Administrative Agent in the Register, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall havebe a party hereto and, to the extent of that rights and obligations hereunder have been assigned to it by such AssignmentAssignment and Assumption, have the rights, benefits rights and obligations of a Bank under this Agreement, and the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto except that it shall continue to be entitled to the benefits of §§3.1, 3.4, 3.5, 14 and (iii) one Lender shall at all times serve as agent for all Lenders 16); provided that no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. In connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the sole Lender other conditions thereto set forth herein, the parties to whom noticesthe assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, requests and upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other communications shall be addressed compensating actions, including funding, with the consent of the Borrower and the sole party authorized to grant or withhold consents hereunder on behalf Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Lenders (subject, in each caseDefaulting Bank, to appointment each of a Servicer, pursuant to Section 9.22which the applicable assignee and assignor hereby irrevocably consent), to receive (x) pay and satisfy in full all payment liabilities then owed by such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower Defaulting Bank to the Lenders Administrative Agent or any Bank hereunder (and Borrower may fully rely interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, notwithstanding in the event that any contrary notice from assignment of rights and obligations of any other Lender)Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this §20.1 shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with §20.3. §20.2. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts (ivand stated interest) any assigning Lender that no longer holds any portion of the Loan Loans owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall deliver be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Collateral held by it as Lender Bank, at any reasonable time and from time to time upon reasonable prior notice. §20.3. Each Bank shall also have the right to grant participations to one or more Eligible Assignees in its Commitment and the Loans; provided that (a) such Bank’s obligations under this Agreement shall remain unchanged, (b) such Bank shall remain solely responsible to the other Lenders or their custodian and, if reasonably requested by parties hereto for the performance of such obligations and (c) the Borrower, the Administrative Agent and the other Banks shall deliver notices continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The documents evidencing any such participation shall limit such participant’s voting rights with respect to this Agreement and the other Loan Documents to the matters set forth in clauses (prepared by Borrower and reasonably satisfactory i) through (v) of the first proviso of §17.2. Each such participant shall be entitled to such assigning Lender) the benefit of §3.4 to Tenants and/or the Cash Management extent of its participation, subject to the limitations set forth therein. Each Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company orthat sells a participation shall, upon acting solely for this purpose as a non-fiduciary agent of the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, maintain a register on which it shall enter enters the name or names and address of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor each participant and the assignee separate promissory notes principal amounts (and stated interest) of each participant’s interest in the amount of their respective interests Loans or other obligations under the Loan Documents (but, if applicable, with a notation thereon the “Participant Register”); provided that it is given in substitution for and replacement of an original Note no Bank shall have any obligation to disclose all or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, or its other obligations under any Loan and Document) to any Person except to the provisions of clause (iiiextent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under §5f.103-1(c) above), upon return of the Note then being replacedUnited States Treasury Regulations. The assigning Lender entries in the Participant Register shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitizationbe conclusive absent manifest error, and such Bank shall treat each Rating Agency, shall be entitled to receive Person whose name is recorded in the Participant Register as the owner of such participation for all information received by Lender under this Agreement. After the effectiveness purposes of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement notwithstanding any notice to the contrary, after an Assignment. For the avoidance of doubt, the assigning Lender Administrative Agent (in addition to the assigneeits capacity as Administrative Agent) shall continue to have the benefits of any indemnifications no responsibility for maintaining a Participant Register. §20.4. Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior §20 to the date contrary notwithstanding, any Bank may at any time pledge or assign a security interest in all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to secure obligations of such assignment. (c) IfBank, pursuant including any pledge or assignment to this Section 9.7, secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Bank from any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto or thereto. §20.5. The Borrower agrees that in addition to disclosures made in accordance with standard and under the other Loan Documentscustomary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that such assignees or participants or potential assignees or participants shall agree to be bound by provisions no less restrictive than §18 hereof.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer participate at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment and interests in the Loan risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or greater than $5,000,000 (which assignment shall be of an equal percentage of such Bank's Commitment, the Revolving Credit Loans and outstanding Letters of Credit) to Eligible Assignees with the prior written consent of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the right from time Borrowers, which approvals shall not be unreasonably withheld. It is further agreed that each Eligible Assignee which executes and delivers to time the Banks and the Borrowers an Assignment and Acceptance in its discretion to sell one or more substantially the form of the Notes or any interest therein Exhibit E (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest shall, on the date specified in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Credit Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Credit Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, and its Commitment shall be as set forth in such Assignment and Acceptance. Upon the execution and delivery of such Assignment and Acceptance and payment by the assigning bank of an assignment fee in the amount of $3,500 to the Agent, (a) the Borrowers shall issue to such Eligible Assignee a Revolving Credit Note in the amount of such Eligible Assignee's Commitment dated the Closing Date or such other date as may be specified by the Agent and otherwise completed in substantially the form of Exhibit A hereto and, to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Revolving Credit Note to the assigning Bank; (b) the Agent shall distribute to the Borrowers, the Banks and such Eligible Assignee a schedule reflecting such changes; (c) this Credit Agreement shall be appropriately amended to reflect (i) the status of such Eligible Assignee as a party hereto and (ii) the assigning Lender shallstatus and rights of the Banks and Agent hereunder; and (d) the Borrowers shall take such action as the Agent may reasonably request to perfect any security interests in favor of the Banks, including any Eligible Assignee which becomes a party to this Credit Agreement. The documents evidencing any such participation may provide that, except with the consent of the bank or financial institution that is a party thereto, such Bank will not consent to (a) the reduction in or forgiveness of the stated principal of or rate of interest on or Commitment Fee with respect to the extent that portion of any Loan subject to such participation or assignment, (b) the extension or postponement of any stated date fixed for payment of principal or interest or Commitment Fee with respect to the portion of any Loan subject to such participation or assignment, or (c) the waiver or reduction of any right to indemnification of such Bank hereunder. Notwithstanding the foregoing, no syndication or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Credit Agreement. Anything contained in this Section 17 to the contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest and rights and obligations hereunder have been assigned by it pursuant under this Credit Agreement (including all or any portion of its Notes) to an Assignmentany of the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve 71 -65- Act, relinquish its rights and be released 12 U.S.C. Section 341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf any of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2Section2.3, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of a Participation, (i) Lender’s obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Lender shall remain the holder of any Note for all purposes of this Agreement and (iv) Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under and in respect of this Agreement and the other Loan Documents. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignmenthereunder. ▇G▇▇▇▇▇▇ ▇S▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Lender shall permit Borrower to review the register as needed for Borrower to comply with its obligations under this Agreement, the Loan Documents or any applicable law, regulation or procedure. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to Borrower and/or the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide Borrower and the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear Lender may on or after the date hereof effectuate one or more Assignments or Participations, to or with such Eligible Assignees (hereinafter defined) as may be selected by Lender on terms and conditions satisfactory to Lender in its own costs and expenses incurred sole discretion, provided, however, that, except with respect to any Assignment or Participation to a trustee in connection with their compliance a Securitization, any pledgee or any counterparty in connection with any request by a repurchase transaction, the following conditions shall apply: (i) each Assignment or Participation shall only be made to an Eligible Assignee; (ii) Lender under this Section 9.7. shall notify Borrower of the identity of a proposed assignee, lender or participant and Borrower shall have five Business Days to approve or object to such assignee, lender or participant (e) Each Lender hereunder which objection shall be individually limited solely to Borrower’s reasonable belief that such proposed assignee, lender or participant does not meet the qualifications of an Eligible Assignee), and severally if Borrower does not respond within such five Business Day period, such assignee, lender or participant shall be deemed approved by Borrower; provided that Borrower shall have no such approval right during the continuance of an Event of Default; (iii) such Eligible Assignee shall have delivered to Borrower a fully completed QP Certificate in the form of Exhibit E at least two Business Days prior to the date of such Assignment or Participation; and not jointly(iv) liable for the satisfaction minimum amount of its obligations hereunder the Loan transferred pursuant to any Assignment or Participation shall be $5,000,000. As used herein, “Eligible Assignee” means any “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended or otherwise modified from time to time (the “ICA”), and under the other Loan Documentsrules and regulations promulgated thereunder, or any “qualified institutional buyer” as contemplated by Rule 2a51-1(g) of the ICA.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower Obligor may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including BorrowerObligor’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower Obligor agrees to reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation, and Obligor shall promptly provide such information, legal opinions and documents relating to Obligor, any Single-Purpose Equityholder, Sponsor, the Property, the Approved Property Manager and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignmenthereunder. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and BorrowerObligor) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Each Lender and each assignee of all or a portion of the Loan shall have the right from time to time in assign, transfer, sell, negotiate, pledge or otherwise hypothecate this Agreement and any of its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits rights and obligations of the assigning Lender as a “Lender” security hereunder and under the other Loan DocumentsDocuments to any other Eligible Assignee with the prior written consent of the Agent and with the prior written consent of Borrower, which consents by the Agent and the Borrower shall not be unreasonably withheld, conditioned or delayed (provided that, in the case of the Borrower, such consent shall not be required if a Default or Event of Default shall have occurred and be continuing and provided, further, such consent shall not be required from either the Agent or the Borrower in connection with any assignment as to which (a) the assignee is an existing Lender (other than a Defaulting Lender) or (b) an Affiliate or a Related Fund of the assigning Lender)); provided, however, that (i) the parties to each such assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Assumption in form and substance satisfactory to the Agent and substantially in the form set forth in Exhibit B attached hereto, (ii) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement, (iii) unless the Agent and, so long as no Event of Default exists, Borrower otherwise consent, the aggregate amount of the Commitment of the assigning Lender shallbeing assigned pursuant to each such assignment shall in no event be less than One Million Dollars ($1,000,000.00), provided, however, that such minimum amount shall not apply if either (x) the assignee is an Affiliate or Related Fund of the Assigning Lender or (y) the Lender is assigning its entire remaining interest in the Loan, (iv) the Agent shall receive from the assigning Lender a processing fee of Three Thousand Five Hundred Dollars ($3,500.00), provided, however, that such fee shall not apply if the assignee is an Affiliate or Related Fund of the Assigning Lender, and (v) if the assignment is less than the assigning Lender's entire interest in the Loan, the assigning Lender must retain at least a One Million Dollar ($1,000,000.00) interest in the Loan, provided that such minimum shall not apply if the assignee is an Affiliate or Related Fund of the assigning Lender. The Agent may designate any Eligible Assignee accepting an assignment of a specified portion of the Loans to be a Co-Agent, an "Arranger" or similar title, but such designation shall not confer on such Assignee the rights or duties of the Agent. Upon such execution, delivery, approval and acceptance, and upon the effective date specified in the applicable Assignment and Assumption, (a) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by such Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (b) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to an Assignmentsuch Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documentsthereunder thereafter accruing.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or greater than $5,000,000 to additional banks or other financial institutions with the prior written approval of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, which approvals shall have the right not be unreasonably withheld. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more of the Notes affiliate or such Bank all or any interest therein part of its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit G hereto (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest together with an assignment fee in one or more the amount of $2,500 payable by the Notes (a “Participation”). Borrower agrees reasonably assigning Bank to cooperate with Lenderthe Administrative Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed Agreement and the sole party authorized to grant or withhold consents hereunder on behalf other Loan Documents. Upon the execution and delivery of such Assignment and Acceptance, (a) the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments Borrower shall be made by Borrower issue to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any assignee bank or other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes financial institution Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement such bank's or other financial institution's Commitment dated the date of an original Note the assignment or any replacement thereof)such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of such Note (Exhibits A or B, and with such other changes as may be reasonably required to reflect that such Note evidences only the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note, to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall issue a Competitive Bid Note in substantially the form of Exhibit C (and a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Administrative Agent shall distribute to the Borrower, the Banks and such bank or financial 87 -81- institution a schedule reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the provisions of clause (iii) above), upon return status of the Note then being replacedbank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The assigning Lender documents evidencing any such participation shall notify in writing each of the other Lenders of any Assignment. Each potential limit such participating bank's or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled financial institution's voting rights with respect to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrarymatters set forth in Section 15.8 which require the approval of all Banks. Notwithstanding the foregoing, after an Assignmentno assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, as such amount may be reduced upon reductions in the assigning Lender (in addition Total Commitment pursuant to the assignee) shall continue to have the benefits of any indemnifications Section 2.3 hereof. Anything contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior Section 19 to the date of such assignment. (c) If, pursuant to this Section 9.7contrary notwithstanding, any Bank may at any time pledge all or any portion of its interest in and rights under this Agreement (including all or any Note is transferred portion of its Notes) to any transferee that is not a U.S. Personof the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the transferor Lender enforcement thereof shall cause such transferee, concurrently with release the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply pledgor Bank from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and or under any of the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Mezzanine Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Mezzanine Lender and each assignee of all or a portion of the Mezzanine Loan shall have the right from time to time in its discretion to sell one or more of consummate an Assignment and/or a Participation. In connection with any proposed Assignment and/or Participation, Mezzanine Lender and each applicable assignee shall cause the Notes or any interest therein (an “Assignment”) applicable prospective assignee and/or sell participant to execute and deliver a participation interest Non-Disclosure Agreement as and to the extent set forth in one or more of the Notes (a “Participation”)Section 7.7. Borrower agrees to reasonably to cooperate with Mezzanine Lender, at Mezzanine Lender’s request, in order to effectuate any such Assignment or Participation, provided that no such Assignment or Participation shall materially increase Borrower’s obligations or materially decrease Borrower’s rights under the Mezzanine Loan Documents and Mezzanine Lender shall reimburse Borrower for Borrower’s reasonable costs and expenses incurred in connection with any componentization. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Mezzanine Lender as a “Mezzanine Lender” hereunder and under the other Mezzanine Loan Documents, (ii) the assigning Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Mezzanine Lender (the “Authorized Lender”) shall at all times serve as agent for all Mezzanine Lenders and shall be the sole Mezzanine Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22Mezzanine Lenders, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Mezzanine Lender to designate the account to which payments shall be made by Borrower to the Mezzanine Lenders hereunder. Unless an Event of Default shall then have occurred, (i) the terms of any Assignment or Participation hereunder shall provide that, prior to the occurrence of an Event of Default, no assignee or participant shall have any right or authority to participate in any decision involving the granting or withholding of consent by the Mezzanine Lender(s) hereunder and (and Borrower may fully rely thereonii) the Authorized Lender shall be controlled, notwithstanding managed or advised by Five Mile Capital Partners LLC (“FMC”) or any contrary notice from any other Lenderentity that acquires or succeeds to all or substantially all of FMC’s businesses), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory either pursuant to such assigning Authorized Lender’s (or its direct or indirect control party’s) Charter Documents or pursuant to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, written agreement. (c) Mezzanine Lender shall maintain, maintain or cause to be maintained, as agent for Borrower, a register (the “Register”) at c/o Five Mile Capital Partners, Three Stamford Plaza, 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other address as it shall notify Borrower in writing, on which it shall enter the name or names and address or addresses, and principal and interest owing to each of the registered owner or owners from time to time of the Notes. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner thereof for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any assignee of Mezzanine Lender at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything to the contrary in this Agreement, no transfer of a direct interest in a Note or portion thereof shall be effective unless it has been recorded in the Register pursuant to this Section 7.19(c). In the event that Mezzanine Lender (or its assignee) consummates a Participation pursuant to Section 7.19(b), Mezzanine Lender shall maintain with respect to such participation, acting for this purpose as agent for Borrower, a register comparable to the Register (the “Participant Register”). Interests in the rights and/or obligations of Mezzanine Lender (or its assignee) under this Agreement may be participated in whole or in part only by registration of such participation on such Participant Register. If requested by the Borrower, Mezzanine Lender shall make the Participant Register available to Borrower upon either (i) the exercise by a participant of remedies hereunder or (ii) a request for the Participant Register by the United States Internal Revenue Service. The foregoing language is intended to cause the Mezzanine Loan to be in “registered form” as defined in Treasury Regulations Sections 5f.103-1(c) and 1.871-14(c) and shall be interpreted and applied consistently therewith. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any AssignmentNote. Each potential assignee and potential participant (until it becomes clear that such potential assignee or potential participant is not to become an actual assignee, participant assignee or investor in a Securitizationparticipant), and each Rating Agency, actual assignee and participant shall be entitled to receive all information received by Mezzanine Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Mezzanine Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Mezzanine Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Mezzanine Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (cd) Borrower covenants and agrees to cooperate with Mezzanine Lender in effecting any Assignment or Participation, provided that except for any of Borrower’s own counsel fees, Borrower shall not be obligated to incur any costs or expenses to provide such cooperation. (e) If, pursuant to this Section 9.77.19, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Mezzanine Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Mezzanine Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Mezzanine Lender and Borrower) to provide the transferor Mezzanine Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below, and, provided, further, Lender retains at least $5,500,000 of the Loans at all times), or in any of its rights and security hereunder, including, without limitation, the Note. Lender may, with the written consent of Borrower, which consent shall not be unreasonably withheld, conditioned or delayed, also assign all or any part of any Loan and Lender's obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an "ASSIGNEE LENDER"). Upon delivery to Borrower of an executed copy of the Assignee Lender's assignment and acceptance (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) each such Assignee Lender and each assignee of all or shall be deemed to be a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shallparty hereto and, to the extent that rights and obligations hereunder have been assigned by it pursuant and delegated to an Assignmentsuch Assignee Lender, relinquish its such Assignee Lender shall have the rights and obligations of Lender hereunder and under the other Loan Documents and other related documents (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan DocumentsDocuments (including, without limitation, the obligation to fund the Assignee Lender's share of the Loans) and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender's assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by Lender (such Note to be in exchange for, but not in payment of, the Note then held by Lender). Such Note shall be dated the date of the predecessor Note. Lender shall ▇▇▇▇ the predecessor Note "exchanged" and deliver it to Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to Lender. Accrued interest and accrued fees shall be so apportioned between the Note and paid at the same time or times provided in the predecessor Note and in this Agreement. Borrower authorizes Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower or the Loans. In addition, Borrower agrees that, if so requested by Lender, Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to Lender to name the Assignee Lender as an additional insured or obligee, as Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 9.2, Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Lender from its obligations thereunder.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, 26.1 The Borrower may shall not sell, transfer or assign any of its rights or transfer liabilities under this Agreement to any interest in person without the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)prior written consent of the Bank. (b) Lender and each assignee of all or a portion of 26.2 The Borrower agrees that notwithstanding anything to the Loan contrary contained in any documents executed under / in relation to this Agreement/the Loan, the Bank shall have the right to assign and / or transfer and / or novate and / or otherwise securitise its rights or obligations or any part thereof under this Agreement, the Loan Documents and / or the Outstanding Amounts and/or enter into indemnity or other arrangements for risk sharing, whether with or without recourse to the Bank, to one or more scheduled commercial banks or any other entity, trust, any association whether located / placed in India or outside India, with intimation to the Borrower or any third party security provider or guarantor. The Borrower shall not, however, claim any privity of contract with any such entity to whom the Outstanding Amounts and/or the rights or obligations under this Agreement have been assigned / transferred / securitised or the Bank has entered into indemnity or arrangements for risk sharing. 26.3 The Borrower hereby expressly and unconditionally agrees that notwithstanding anything to the contrary contained in any of the Loan Documents, that during the subsistence of the Loan, the Bank shall have the liberty to shift, at its discretion, with intimation to the Borrower, from time to time a part or portion of the outstandings in its discretion the limit/s of the Loan (hereinafter referred to sell as the “Participation”) to one or more scheduled commercial banks (hereinafter referred to as the “Participating Bank/s”) and the Participation shall be governed by the terms of the Notes or any interest therein Reserve Bank of India (an “Assignment”) and/or sell a participation interest in one or more Transfer of the Notes (a “Participation”Loan Exposures). Borrower agrees reasonably to cooperate with Lender, at Lender’s requestDirections, in order to effectuate any such Assignment or Participation. In the case of an Assignment2021 dated 24th September, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices2021, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereonfurther amended or supplemental or replaced, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time time. The Participation shall not affect the rights and obligations, inter se, the Borrower and the Bank in respect of the NotesLoan, in any manner whatsoever. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide Such Participation shall be available to the assignor Bank, for and in respect of all additional/ further limits under the Loan, with intimation to the Borrower in that behalf. The Borrower shall not have and shall not claim any privity of contract with any such Participating Banks under the Participation and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) Bank shall continue to have represent the benefits of any indemnifications contained Participating Banks in this Agreement which such assigning Lender had prior to such assignment with respect to all respects and for all matters occurring prior arising out of/relating to the date of such assignmentParticipation. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly expressly set forth in Sections 2.1 and 2.2Article II, Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of Borrower in or under the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder)Documents. (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion and without the consent of Borrower to sell one or more of the Notes or Note Components or any interest therein (an “"Assignment”") and/or sell a participation interest in one or more of the Notes or Note Components (a “"Participation”"), provided, Borrower shall be provided with notice of any Assignment. Borrower agrees shall reasonably to cooperate with Lender, at Lender’s 's request, in order to effectuate any such Assignment or Participation, and, subject to any restrictions set forth in Section 9.24 and the Approved Hotel SNDA, Borrower shall promptly provide such information, legal opinions and documents relating to each Required SPE, Sponsor, the Property, the Approved Property Manager, the Approved Hotel Operator, the Approved Music Venue Manager, and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such LOAN AGREEMENT – Page 110 Assignment, the rights, benefits and obligations of the assigning Lender as a “"Lender” " hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as non‑fiduciary agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon Upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7Section, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness such transferee shall, promptly upon receipt of such transferwritten request from Borrower, (i) to furnish to the transferor Lender either Borrower Form W‑9, Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption fromW-8ECI, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptionas applicable. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 It is understood and 2.2, Borrower may not sell, agreed that each Bank shall have the right to assign or transfer at any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of time all or a portion of its Commitment Percentage and interests in the Loan risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or greater than $10,000,000 (which assignment shall be of an equal percentage of the Commitment, the Loans and outstanding Letters of Credit unless otherwise agreed to by the Administrative Agent) to additional banks or other financial institutions with the prior written approval of the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the right Borrower, which approvals shall not be unreasonably withheld. Any Bank may at any time, and from time to time in its discretion time, assign to sell one any branch, lending office, or more of the Notes affiliate or such Bank all or any interest therein part of its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Borrower. It is further agreed that each bank or other financial institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit E hereto (an “Assignment”"Assignment and Acceptance") and/or sell a participation interest together with an assignment fee in one or more the amount of $2,500 payable by the Notes (a “Participation”). Borrower agrees reasonably assigning Bank to cooperate with Lenderthe Administrative Agent, at Lender’s requestshall, on the date specified in order to effectuate any such Assignment or Participation. In and Acceptance, become a party to this Agreement and the case other Loan Documents for all purposes of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits this Agreement and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) and its portion of the assigning Lender Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. Upon the execution and delivery of such Assignment and Acceptance, and (iiia) one Lender the Borrower shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower issue to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any bank or other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of financial institution a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Syndicated Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement such bank's or other financial institution's Commitment dated the date of an original Note the assignment or any replacement thereof)such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of such Note (and with such other changes as may be reasonably required Exhibit A and, to reflect that such Note evidences only the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note to the Loan and assigning Bank reflecting its assignment; (b) to the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignmentextent applicable, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred issue a Competitive Bid Note in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally substantially the form of Exhibit B (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.a replacement Competitive Bid Note);

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”). Borrower agrees reasonably to cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation. In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give noticesconsents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from any other Lender), and (iv) any assigning Lender that no longer holds any portion of the Loan shall deliver any Collateral held by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning Lender) to Tenants and/or the Cash Management Bank confirming such assignmenthereunder. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above)Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assignedassignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) Borrower shall cooperate with Lender in effecting any bifurcation of the Notes, Assignment, Participation or Securitization. Borrower shall execute such notes, modifications and other agreements, and provide such information, legal opinions and documents relating to Borrower, any Single-Purpose Equityholder, Sponsor, the Property and any Tenants as Lender may reasonably request in connection with such Assignment, Participation or Securitization, all at Lender’s expense, except for Borrower’s legal fees and the costs of forming, maintaining and administering additional borrower entities (including, without limitation, fees paid to Independent Directors) to accommodate any such bifurcation of the Notes, Assignment, Participation or Securitization. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Subject to Section 9.24, it is understood that the information provided by Borrower to Lender may ultimately be disclosed to actual or potential assignees, participants and/or pledgees, and may be incorporated into the offering documents for a Securitization, and thus various investors may also see some or all of the information. Lender, all such potential assignees, participants and/or pledgees and all of their respective advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Borrower, and Borrower hereby indemnifies Lender as to any Damages that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. (d) If, pursuant to this Section 9.7, any interest in this Agreement or any Note is transferred to any transferee that is not a U.S. Person, the transferor Lender shall cause such transferee, concurrently with the effectiveness of such transfer, (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunder, and (ii) to agree (for the benefit of Lender and Borrower) to provide the transferor Lender a new Form W-8BEN or Form W-8ECI or any forms reasonably requested in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (d) Borrower shall bear its own costs and expenses incurred in connection with their compliance with any request by Lender under this Section 9.7. (e) Each Lender hereunder shall be individually and severally (and not jointly) liable for the satisfaction of its obligations hereunder and under the other Loan Documents.

Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower Each Lender may not sell, assign to one or transfer any interest in the Loan Documents more banks or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder). (b) Lender and each assignee of other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances, the Note or Notes held by it and the remaining Loan shall have the right from time to time in its discretion to sell one or more of the Notes or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”Documents). Borrower agrees reasonably to cooperate with Lender; provided, at Lender’s requesthowever, in order to effectuate any such Assignment or Participation. In the case of an Assignment, that (i) each assignee shall have, to the extent amount of such Assignment, the rights, benefits and obligations Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as a “of the date of the Assignment and Acceptance (as hereinafter defined) with respect to such assignment) shall in no event be less than $1,000,000 (unless such lesser amount is the entire amount of such assigning Lender” hereunder 's Commitment or outstanding Advances) and under the other Loan Documentsshall be an integral multiple of $100,000, (ii) each such assignment shall be to an Eligible Assignee or to an Affiliate of the assigning assignor, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing fee of $2,500.00. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignmentsuch Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the assignor thereunder and the assignee thereunder will confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement 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 Loan Party or the performance or observance by any Loan Party of any of their respective obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) one such assignee Lender shall at all times serve as agent for all Lenders and shall be the sole Lender to whom noticesconfirms that it has received a copy of this Agreement, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf together with copies of the Lenders (subject, financial statements referred to in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents or waivers or give notices, as the case may be4.01(e) and such other documents and information as it has deemed appropriate to be make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee Lender will, independently and without reliance upon the sole Administrative Agent, such assigning Lender to designate the account to which payments shall be made by Borrower to the Lenders hereunder (and Borrower may fully rely thereon, notwithstanding any contrary notice from 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; (ivv) any assigning Lender such assignee confirms that no longer holds any portion it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative 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 Administrative 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 Loan shall deliver any Collateral held obligations which by the terms of this Agreement are required to be performed by it as Lender to the other Lenders or their custodian and, if reasonably requested by Borrower, shall deliver notices (prepared by Borrower and reasonably satisfactory to such assigning a Lender) to Tenants and/or the Cash Management Bank confirming such assignment. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as agent for Borrower, a register on which it shall enter the name or names of the registered owner or owners from time to time of the Notes. Borrower agrees that upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note (and with such other changes as may be reasonably required to reflect that such Note evidences only a portion of the Loan and the provisions of clause (iii) above), upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Lenders of any Assignment. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee and the amount so assigned. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement which such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment. (c) IfUpon its receipt of an Assignment and Acceptance in substantially the form of Exhibit E hereto (the "Assignment and Acceptance") executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, pursuant to this Section 9.7, any interest in this Agreement or together with any Note is transferred or Notes subject to any transferee that is not a U.S. Personsuch assignment, the transferor Lender shall cause Administrative Agent shall, if such transferee, concurrently with the effectiveness of such transfer, Assignment and Acceptance has been duly completed: (i) to furnish to the transferor Lender either Form W-8BEN or Form W-8ECI or any other form in order to establish an exemption from, or reduction in the rate of, U.S. withholding tax on all interest payments hereunderaccept such Assignment and Acceptance, and (ii) give prompt notice thereof to agree the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower, at their own expense, shall execute and deliver to the Administrative Agent, in exchange for the benefit of Lender and Borrower) to provide the transferor Lender surrendered Note or Notes, a new Form W-8BEN Note or Form W-8ECI or any forms reasonably requested new Notes to the order of such Eligible Assignee in order an amount equal to establish an exemption from, or reduction in the rate of, U.S. withholding tax upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed Commitments assumed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard it pursuant to such withholding tax exemption.Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note or new Notes to the order of the assigning Lender in an amount equal to the Commitment(s) 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 shall otherwise be in substantially the form of Exhibit A. (d) Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall bear its own costs remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such lender shall remain the holder of any such note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and expenses incurred the other Lenders shall continue to deal solely and directly with such Lender in connection with their compliance with any request by Lender such Lender's rights and obligations under this Section 9.7Agreement, and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except that a Lender may agree with a participant as to the manner in which the Lender shall exercise the Lender's rights to approve any amendment, waiver or consent to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. (e) Each Any Lender hereunder shall be individually and severally (and not jointly) liable for may at any time, without the satisfaction consent of the Administrative Agent or the Borrower, create a security interest in all or any portion of its obligations hereunder rights under this Agreement (including, without limitation, the Advances owing to it and under the other Loan DocumentsNote or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System, provided, however, that no such assignment shall have the effect of increasing the costs payable by the Borrower.