Participation in the Plan. Subject to the provisions of this Plan, the Committee may, from time to time, select from all individuals eligible to participate in the Plan:

Employees who are in positions that have MIP Guideline Incentives (as defined in the Company compensation structure) are eligible to participate in the plan and to receive an annual Incentive Award payment, with the following exceptions and limitations:

Participation. Any Employee who satisfies the requirements of Section 3.01 shall become a Participant as of the first Plan Year in which such requirements are met. The Employee shall continue to be a Participant until the payment or forfeiture of the balance of the Employee’s Account. Notwithstanding the foregoing, an Employee must be a member of the Employer's select group of management or highly compensated employees as of the end of the applicable Plan year in order to be credited with any additional amounts based upon Excess Earnings for such Plan Year.

Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

Participation. Borrowers recognize and acknowledge that the Bank may sell participating interests in the Loans (or either of them) to one or more financial institutions (the "Participants"). Upon receipt of notice of the identity and address of each such Participant, Borrowers shall thereafter supply such Participant with the same information and reports communicated to the Bank, whether written or oral. Borrowers hereby acknowledge that each Participant shall be deemed a holder of the Revolver Note to the extent of its participation, and Borrowers hereby waive their rights, if any, to offset amounts owing to the Bank from Borrowers against any Participant's portion of such Revolver Note.

Participation. Officers of the Company who are subject to Section 16 of the Exchange Act (“Executive Officers”), management-level employees with “vice president” titles (together with the Executive Officers, “Executive Participants”), and certain other employees identified by the Committee upon the recommendation of the CEO (“Other Participants”), shall participate in the LTIP. Each participating employee is referred to herein as a “Participant”.

Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

Participation. An Eligible Employee shall become a Participant on the later of the Effective Date or the first day actively employed by an Employer.

Participation. The Committee or the Board shall designate from time to time those Employees or classes of Employees who are Participants in the Plan. In the event the Committee or the Board designates certain Participants by job title, position, function or responsibilities, an Employee who is appointed to such a position after the Effective Date of this Plan shall be a Participant upon the date he or she begins his or her duties in such position, unless otherwise determined by the Committee or the Board. The Board may add or remove individual Participants or classes of Participants at any time prior to a Change in Control; provided, however, that the removal of individual Participants or classes of Participants from the Plan shall not be effective for at least 12 months after notification to the Participants of such Committee or Board action. If a Change in Control occurs during such 12-month period, any such action to remove individual Participants or classes of Participants shall be null and void.

Participation. If at any time on or after January 1, 2019 and except in connection with the exercise of a demand registration pursuant to Section 2.03 prior to December 31, 2023, the Partnership proposes to file a Registration Statement related to an Underwritten Offering, including pursuant to Section 2.03, then the Partnership shall give not less than four Business Days’ notice (including notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to the BlackRock Purchaser and such Piggyback Notice shall offer the BlackRock Purchaser (on behalf of itself and as representative of the other Holders ) the opportunity to include in such Underwritten Offering up to one-third (including the securities being registered pursuant to Section 2.03) of aggregate number of Registrable Securities outstanding as of the latest Closing Date (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion) (the “Included Registrable Securities”), as the BlackRock Purchaser may request in writing (a “Piggyback Registration”); provided, however, that the Partnership shall not be required to offer such opportunity # if the BlackRock Purchaser, together with the other Holders, do not offer a minimum of $50 million of Registrable Securities, in the aggregate (determined by multiplying the number of Common Unit Registrable Securities owned by the Average VWAP for the 10 Trading Days preceding the date of such notice) or # if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the BlackRock Purchaser and such Holders will have an adverse effect on the price, timing or distribution of the Common Units in such Underwritten Offering, in which case the amount of Registrable Securities to be offered for the accounts of the BlackRock Purchaser and all other Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to the BlackRock Purchaser on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the BlackRock Purchaser and the Holders (and neither the BlackRock Purchaser nor any other Holder receiving such notice shall purchase or sell Common Units) (provided that any Holder may provide such notice to its personnel, advisors and other representatives on a confidential basis) until either # such proposed