Extract to table

has consented to the change of control resulting from this Assignment pursuant to a consent letter executed June 4, 2024 (the "Lender Consent"), all as more particularly described on Exhibit C attached hereto and incorporated herein by reference (the "Recital D"); WHEREAS, Assignee desires to accept the assignment of all of Assignor's right, title, and interest in and to the Membership Interests and to assume all obligations and liabilities of Assignor as the sole member of the Company, all upon the terms and conditions set forth herein (the "Recital E"); and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the PSA (the "Recital F")

The Membership Interests so assigned represent all of the issued and outstanding membership interests in the Company, and upon consummation of this Assignment, Assignee shall be the sole record and beneficial owner of all such Membership Interests

To the extent that the Membership Interests are uncertificated interests, the Assignor represents that no certificates evidencing the Membership Interests have been issued and that Assignor's delivery of this Assignment, together with the notation of the transfer on the books and records of the Company, shall constitute effective delivery of the Membership Interests to Assignee

From and after the date hereof, Assignor shall have no further right, title, or interest in or to the Membership Interests or in or to the Company, and shall have no further obligation as a member of the Company except as expressly set forth in Section 2

The Parties acknowledge and agree that the final post-closing true-up of all prorations and adjustments contemplated by the PSA and the Preliminary Proration Statement shall be completed within ninety (90) days of the date hereof (i

2 shall survive the execution and delivery of this Assignment for the period set forth in the PSA