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201305318
<br />WHEREAS, the obligations of the Loan Parties under the Existing Credit Agreement are
<br />secured by, among other things, those certain Deed of Trust (for California, Missouri, Montana,
<br />Nebraska, Nevada, New Mexico, Tennessee, Texas, Utah, and Washington), Credit Line Deed of
<br />Trust (Virginia), Mortgage (for Arkansas, Colorado, Idaho, Illinois, Indiana, Kansas, Michigan,
<br />New Jersey, and Oklahoma), Open End Mortgage (for Ohio and Pennsylvania), Deed to Secure
<br />Debt (Georgia), Assignment of Leases and Rents, Security Agreement, Fixture Filing and
<br />Financing Statement instruments, dated of even date with the Existing Credit Agreement, each
<br />recorded in the office designated for the filing of record of a mortgage or deed of trust (as
<br />applicable) in the jurisdictions listed in Exhibit A hereto (as amended, supplemented or
<br />otherwise modified prior to the date hereof, collectively, the "Existing Mortgages ");
<br />WHEREAS, Borrower has entered into that certain Amended and Restated Credit
<br />Agreement, dated as of even date with the effective date of this Agreement (the "Amended and
<br />Restated Credit Agreement "), among Borrower, Successor Agent, and the other agents and
<br />Lenders party thereto, pursuant to which the Existing Credit Agreement was amended and
<br />restated in its entirety (the Existing Credit Agreement, as so amended and restated by the
<br />Amended and Restated Credit Agreement, and as the same may be further amended, restated,
<br />renewed, replaced, supplemented, consolidated, extended or increased in amount or otherwise
<br />modified from time to time, the "Credit Agreement ")
<br />WHEREAS, unless otherwise defined herein, capitalized terms used in this Agreement
<br />shall have the respective meanings assigned to them in the Credit Agreement; and
<br />WHEREAS, the Resigning Agent has agreed to assign and the Successor Agent has
<br />agreed to assume all of the Resigning Agent's rights, interests and obligations as Administrative
<br />Agent under the Credit Agreement, including all of the Resigning Agent's rights, interests and
<br />obligations as Administrative Agent under the Existing Mortgages, as more particularly
<br />described below.
<br />NOW THEREFORE, in consideration of the premises and the mutual covenants
<br />contained herein, and for other good and valuable consideration, the receipt and sufficiency of
<br />which are acknowledged, the parties hereto agree as follows:
<br />AGREEMENT
<br />Section 1. Assignment of Interests and Liens.
<br />(a) The Resigning Agent, as Administrative Agent under the Existing Credit
<br />Agreement and other Loan Documents, has GRANTED, SOLD, REMISED, CONVEYED,
<br />CONFIRMED, ASSIGNED, TRANSFERRED, SET OVER, and DELIVERED, and does by
<br />these presents GRANT, SELL, REMISE, CONVEY, CONFIRM, ASSIGN, TRANSFER, SET
<br />OVER, and DELIVER, unto the Successor Agent, and to its successors and assigns, all rights,
<br />titles, interests, liens, security interests, pledges, assignments, privileges, claims, demands and
<br />equities granted to the Resigning Agent in its capacity as the holder, mortgagee, assignee or
<br />beneficiary of the security under or pursuant to the terms and provisions of the Existing
<br />Mortgages (hereinafter collectively called the "Liens and Security Interests "), and the Successor
<br />
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