Common use of Assignments by Lender Clause in Contracts

Assignments by Lender. Each Lender (the “Assignor”) may assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, that (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreement, be released from its obligations under this Agreement.

Assignments by Lender. Each Lender (shall have the “Assignor”) may unrestricted right at any time or from time to time, and without Borrower's or Guarantors' consent, to assign all or any part portion of its Loansrights and obligations under the Loan to one or more banks or other financial institutions (each, LC Participations and/or Commitments an "Assignee"), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one or more Eligible Assigneesset of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, each amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of which the purchase price agreed to by Lender and such Assignee, such Assignee shall become be a party to this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, that (i) if such assignment is in respect of less than shall have all of the rights and obligations of the AssignorLender hereunder (and under any and all other guaranties, thendocuments, unless otherwise agreed to by the Administrative Agent, such assignment shall be instruments and agreements executed in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (iiconnection herewith) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the that such rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, have been assigned by Lender pursuant to the extent provided in the assignment documentation between Lender and acceptance agreementsuch Assignee, and Lender shall be released from its obligations under this Agreementobligation hereunder and thereunder to a corresponding extent. Borrower shall furnish any information concerning Borrower in its possession from time to time to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information.

Assignments by Lender. Each Lender may, without notice to or consent of Borrowers, assign to any Person (each an “Assignee” and collectively, the “Assignees”) all or a portion of the Commitment; provided, however, prior to any sale of the Loan, or any portion thereof, to an institution organized under the laws of a foreign jurisdiction, so long as no Event of Default exists and is continuing, Lender will provide notice to Borrowers and Borrowers will have the right to approve or disapprove the sale which approval shall not be unreasonably withheld, conditioned, or delayed, and provided further, however, that the notice and consent right provided to Borrowers in the foregoing clause will only apply to the sale of an interest in the Loan as part of a portfolio management sale by Lender, and not any sale of Lender itself. Lender and its Assignee shall notify Borrowers in writing of the date on which the assignment is to be effective (the “AssignorAdjustment Date”) ). On or before the Adjustment Date, Lender, Borrowers and the Assignee shall execute and deliver a written assignment agreement in a form acceptable to Lender, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of Lender following an assignment made in accordance with this Section 8.5, Borrowers shall issue new Notes to Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by Lender. In addition, notwithstanding the foregoing, Lender may assign at any time pledge all or any part portion of its Loans, LC Participations and/or Commitments and its Lender’s rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to under this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, that (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be Commitment or the Obligations to a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreement, be released from its obligations under this AgreementFederal Reserve Bank.

Assignments by Lender. Each Any Lender (the “Assignor”) may at any time assign all or any part a portion of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder under this Agreement (including all or a portion of the Loans at the time owing to it) and the other Loan Documents to (i) one or more Eligible Assignees, each Persons who are Lenders or Affiliates of which shall become a party to this Agreement as a Lender by execution without the prior consent of the Borrower so long as such assignment is not to a Disqualified Institution or Competitor or (ii) one or more Persons who are not Lenders or an assignment and acceptance agreement in substantially Affiliates of a Lender; provided that (x) the form attached hereto as Exhibit E Borrower has provided its prior written consent (an “Assignment Agreement”) such consent not to be executed by the Assignorunreasonably withheld, an Eligible Assignee delayed or conditioned) and acknowledged by the Administrative Agent(y) such assignment is not to a Disqualified Institution or Competitor; provided, further that no consent of the Borrower shall be required under this clause (ii)(x) if an Event of Default under Section 11.01(a), (b) or (h) has occurred and is continuing or if the Borrower is in breach of the financial covenants set forth in Section 10. Notwithstanding anything to the contrary herein (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, no such assignment shall be in an aggregate principal amount made to the Borrower, any of its Subsidiaries, any of its Affiliates or any of their respective employees or directors at least $5,000,000 or a whole multiple of $500,000 in excess thereof any time and (ii) each Borrower no such assignment shall cooperate with be made without the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or prior written consent of the Administrative Agent, providing . Subject to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed recording thereof by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) belowLender pursuant to Section 14.05(d). Upon such execution, delivery, acceptance and recording, then, from and after the settlement effective date specified in such each Assignment Agreementand Assumption, the Assignee assignee thereunder shall be a party to this Agreement and, to the extent provided in of the interest assigned by such Assignment Agreementand Assumption, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein Lender under this Agreement and y) the Assignor thereunder other Loan Documents, and correspondingly the assigning Lender shall, to the extent provided in of the assignment interest assigned by such Assignment and acceptance agreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03 with respect to events, facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e).

Assignments by Lender. Each The Lender (may, without notice to, or consent of, any of the “Assignor”) may Borrowers or any of the Property Owners, sell, assign or transfer to or participate with any Person or Persons all or any part of its Loansthe Obligations, LC Participations and/or Commitments and its rights and obligations hereunder each such Person or Persons shall have the right to one or more Eligible Assignees, each enforce the provisions of which shall become a party to this Agreement and any of the other Financing Documents as a fully as the Lender, provided that the Lender by execution shall continue to have the unimpaired right to enforce the provisions of an this Agreement and any of the other Financing Documents as to so much of the Obligations that the Lender has not sold, assigned or transferred. In connection with the foregoing, the Lender shall have the right to disclose to any such actual or potential purchaser, assignee, transferee or participant all financial records, information, reports, financial statements and documents obtained in connection with this Agreement and any of the other Financing Documents or otherwise. Notwithstanding the foregoing, provided that no Event of Default shall have occurred, which remains uncured (and not waived), the Lender agrees not to sell or assign its interest in the Credit Facility and the Financing Documents or enter into any participation with respect to the Credit Facility or the Financing Documents involving more than 50% of the Lender's interest therein or pursuant to which the Lender shall be removed as the "lead lender" or "agent" under the Credit Facility, without obtaining the prior written approval of the Borrowers with respect to the proposed transferee, assignee or participant (which approval shall not be unreasonably withheld), unless such sale, assignment and acceptance agreement in substantially or participation arises out of or results from any merger or reorganization involving the form attached hereto as Exhibit E (an “Assignment Agreement”) Lender or is required to be executed effectuated by the Assignor, an Eligible Assignee and acknowledged by Lender in order to avoid the Administrative Agent; provided, that (i) if such assignment is in respect violation of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 any statutory or a whole multiple of $500,000 in excess thereof and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignmentregulatory mandate or guideline, including, if instructed by the Assignor or the Administrative Agentwithout limitation, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreement, be released from its obligations under this Agreementany legal lending limit.

Assignments by Lender. Each Any Lender may at any time assign to any Person that is not a Disqualified Lender or Defaulting Lender (the “Assignor”or, if an Event of Default has occurred and is continuing, to any Person that is not a Defaulting Lender) may assign all or any part a portion of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to under this Agreement as (including all or a Lender by execution portion of an assignment the Loans at the time owing to it) and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agentother Loan Documents; provided, provided that (i) if no such assignment is in respect shall be made to any Obligor, any Affiliate of less than all any Obligor, any employees or directors of any Obligor at any time and no such assignment shall be made without the rights and obligations prior written consent of the Assignor, then, unless otherwise agreed to by the Administrative Agent, not to be unreasonably withheld, conditioned or delayed; provided that no such assignment shall be in made without the prior written consent of the Borrower, not to be unreasonably withheld, conditioned or delayed, unless (x) an aggregate principal amount Event of Default has occurred and is continuing at least $5,000,000 the time of such assignment or (y) such assignment is to (A) a whole multiple Lender or an Affiliate of $500,000 in excess thereof and a Lender or such Lender’s or Affiliate’s managed funds or accounts or (iiB) each an Approved Lender; provided, further that the Borrower shall cooperate with the Assignor, be deemed to have consented to any such Eligible Assignee and assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof. Subject to facilitate such assignment, including, if instructed the recording thereof by the Assignor or Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent, providing to such Eligible Assignee copies Agent of all documentation a processing and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including recordation fee in the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee amount of $3,500 for its own account, (provided that the Administrative Agent shall promptly record the information contained therein may, in its sole discretion, elect to waive such processing and recordation fee in the Register (as defined in clause (dcase of any assignment) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreementand Assumption is recorded in the Register, the Assignee assignee thereunder shall be a party to this Agreement and, to the extent provided in of the interest assigned by such Assignment Agreementand Assumption, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein Lender under this Agreement and y) the Assignor thereunder other Loan Documents, and correspondingly the assigning Lender shall, to the extent provided in of the assignment interest assigned by such Assignment and acceptance agreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e). If an assignee is not a Lender, the assignee shall provide the Administrative Agent with all “know your customer” documents requested by the Administrative Agent pursuant to anti-money laundering rules and regulations.

Assignments by Lender. Each Lender (Subject to as hereinafter provided, the “Assignor”) may Lenders shall have the right at any time to assign to one or more assignees all or any part a portion of its Loansrights and obligations under this Agreement (including, LC Participations and/or Commitments without limitation, its obligations under the Revolving Loans and its rights and obligations hereunder with respect to one Letters of Credit and the Sundry Credit Facilities) with the prior written consent of the Agent, which consent shall not be unreasonably withheld. Prior to the occurrence of an Event of Default which is continuing, no Lender shall assign all or more Eligible Assignees, each any portion of which shall become a party to its rights and obligations under this Agreement as (i) where such assignment shall result in there being more than four Lenders under this Agreement, or (ii) to an assignee which is a Lender by non-resident of Canada for the purposes of the ITA. Upon execution of an assignment Assignment and acceptance agreement in substantially Transfer Agreement (a) the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, that (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent provided in the Assignment Agreementthat rights and obligations hereunder have been assigned to it pursuant to such assignment, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein a Lender hereunder, and y(b) the Assignor thereunder a Lender shall, to the extent provided in the assignment that its rights and acceptance agreementobligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement. The Borrower shall, if necessary, execute any documents reasonably required to effect the assignments. It shall be a condition of any assignment by any Lender hereunder that (i) if no Event of Default has occurred which is continuing, the amount being assigned shall not be less than the lesser of (x) $10,000,000, or (y) the entire interest of such Lender hereunder, (ii) such assignment shall be of a pro-rata portion of all of such assigning Lender's Accommodations and commitments hereunder, (iii) the parties to such assignment shall execute and deliver to the Agent an Assignment and Transfer Agreement and (iv) the assigning Lender hereunder shall pay the Agent an assignment fee of […] as a condition to any such assignment.

Assignments by Lender. Each Any Lender (the “Assignor”) may at any time assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible AssigneesTransferees (or, each if an Event of which shall become Default has occurred and is continuing, to any Person) all or a party to portion of its rights and obligations under this Agreement as (including all or a Lender by execution portion of an assignment the Loans at the time owing to it) and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agentother Loan Documents; provided, provided that (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. The consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to an Eligible Transferee described in an clause (vi) of the definition thereof); provided that 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 (5) Business Days after having received written notice thereof. At the request of the Borrower, the Oaktree Lender agrees to assign to any Person identified to the Administrative Agent in writing prior to the Closing Date (or, with respect to any other Person (such Person to be reasonably acceptable to the Oaktree Lender), to use its commercially reasonable efforts to assign) within forty-five (45) days from the date hereof (subject to applicable Law) no more than $40,000,000 aggregate principal amount of at least $5,000,000 or Loans and Commitments pro rata across the respective Tranches of Loans and Applicable Commitments then outstanding to a whole multiple party who has provided the Royalty Interest Financing for a purchase price equal to the Oaktree Lender’s valuation of $500,000 in excess the Loans plus accrued and unpaid interest on the Loans so assigned to the date of such assignment and such assignment shall be on customary LSTA terms (except such assignment shall be on a non-recourse basis to the Oaktree Lender). Subject to the recording thereof and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and by the Administrative Agent pursuant to facilitate such assignmentSection 14.05(d), including, if instructed and to receipt by the Assignor or Administrative Agent of a processing and recordation fee in the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee amount of $3,500 for its own account, (provided that the Administrative Agent shall promptly record the information contained therein may, in its sole discretion, elect to waive such processing and recordation fee in the Register (as defined in clause (dcase of any assignment) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreementand Assumption is recorded in the Register, the Assignee assignee thereunder shall be a party to this Agreement and, to the extent provided in of the interest assigned by such Assignment Agreementand Assumption, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein Lender under this Agreement and y) the Assignor thereunder other Loan Documents, and correspondingly the assigning Lender shall, to the extent provided in of the assignment interest assigned by such Assignment and acceptance agreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e).

Assignments by Lender. Each Without the prior written consent of Borrower (which may be withheld in Borrower’s reasonable discretion), Lender (the “Assignor”) may not assign all or any part portion of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to under this Agreement as (including all or a portion of its Commitment and the Loan). For the avoidance of doubt, it would be reasonable for Borrower to withhold consent to any assignment or participation by Lender by execution if such assignment or participation could reasonably be expected to result in an adverse consequence on the Borrower (including any diminution of an assignment and acceptance agreement in substantially rights of Borrower against ADF or Lender under the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the AssignorLetter of Intent), an Eligible Assignee and acknowledged by the Administrative Agent; providedresulting from, among other things, that such assignment or participation (i) if such assignment requires the consent of any member in the SLS Lender, LLC or is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to not expressly permitted by the Administrative AgentOperating Agreement, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (ii) requires consent under or violates the EB-5 Immigrant Investor Program or result in any adverse effect on Borrower. Any transfer of any interest held by ADF in Lender or SLS Lender Manager, LLC, a Delaware limited liability company, shall be deemed an assignment of the Loan that is subject to this Section 10.04(a)(i). Lender acknowledges that ADF and Lender have affirmative obligations in favor of the Borrower and other First Lien Loan Parties pursuant to the Letter of Intent. Lender shall not take (or permit any affiliates to take) any action that could reasonably be expected to result in any diminution of obligations on the part of ADF under the Letter of Intent or result in a violation of the EB-5 Immigrant Investor Program. Notwithstanding the foregoing, ADF may transfer its interests in the Lender, to either (x) a regional center duly approved by United States Citizenship and Immigration Services or (y) a party which becomes a successor in interest to ADF pursuant to a merger or consolidation, provided, in each case, the assignee or successor agrees to be bound by the terms and provisions of this Agreement and the Letter of Intent and provided further, in each case, the assignee or successor is reasonably acceptable to the Borrower shall cooperate with respect to the Assignorassignee’s or successor’s ability to perform those duties, acts or obligations required under this Agreement and the Letter of Intent, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed acceptance or withholding of acceptance by the Assignor or the Administrative Agent, providing Borrower to such Eligible Assignee copies of all documentation be determined in a commercially reasonable and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreement, be released from its obligations under this Agreementtimely manner.

Assignments by Lender. Each Lender (the “Assignor”) may assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, provided that (ix) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (iiy) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below)Register. Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreement, be released from its obligations under this Agreement.

Assignments by Lender. Each Any Lender (the “Assignor”) may at any time assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible AssigneesTransferees (or, each if an Event of which shall become Default has occurred and is continuing, to any Person) all or a party to portion of its rights and obligations under this Agreement as (including all or a Lender by execution portion of an assignment the Loans at the time owing to it) and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agentother Loan Documents; provided, provided that (i) if no such assignment is in respect shall be made to any Obligor, any Affiliate of less than all any Obligor, any employees or directors of any Obligor at any time and (ii) no such assignment shall be made without the rights and obligations prior written consent of the Assignor, then, unless otherwise agreed to by the Administrative Agent, not to be unreasonably withheld, conditioned or delayed. The consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to an Eligible Transferee); provided that the Borrower shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (ii) each Borrower deemed to have consented to any such assignment unless it shall cooperate with the Assignor, such Eligible Assignee and object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; provided further that the consent of the Borrower shall not be required for any assignment to facilitate such assignment(x) Oaktree Capital Management, including, if instructed L.P. or any of its managed funds or accounts or (y) any Affiliate of the foregoing. Subject to the recording thereof by the Assignor or Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent, providing to such Eligible Assignee copies Agent of all documentation a processing and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including recordation fee in the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee amount of $3,500 for its own account, (provided that the Administrative Agent shall promptly record the information contained therein may, in its sole discretion, elect to waive such processing and recordation fee in the Register (as defined in clause (dcase of any assignment) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreementand Assumption is recorded in the Register, the Assignee assignee thereunder shall be a party to this Agreement and, to the extent provided in of the interest assigned by such Assignment Agreementand Assumption, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein Lender under this Agreement and y) the Assignor thereunder other Loan Documents, and correspondingly the assigning Lender shall, to the extent provided in of the assignment interest assigned by such Assignment and acceptance agreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e).

Assignments by Lender. Each The Lender (the “Assignor”) may at any time assign all or transfer any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to benefits under this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by Assignee. On the Administrative Agent; provided, that effective date of such assignment: (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of a “Lender” hereunder to the Assignor extent such rights and obligations hereunder with Loans and/or Commitments as specified therein have been assigned to it pursuant to an assignment agreement and yshall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the Assignor assigning Lender thereunder shall, to the extent provided in the that rights and obligations hereunder have been assigned thereby pursuant to such assignment and acceptance agreement, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance of the Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note for cancellation, and thereupon the Borrower shall issue and deliver new Note, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new outstanding Loans of the assignee and/or the assigning Lender. Notwithstanding anything to the contrary in this Agreement, the Lender shall not assign or transfer (including by way of participation) any of its rights or benefits under this Agreement to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Register.

Assignments by Lender. Each Any Lender (the “Assignor”) may at any time assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible AssigneesTransferees (or, each if an Event of which shall become Default has occurred and is continuing, to any Person) all or a party to portion of its rights and obligations under this Agreement as (including all or a Lender by execution portion of an assignment the Loans at the time owing to it) and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agentother Loan Documents; provided, provided that (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. The consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to an Eligible Transferee described in an clause (vi) of the definition thereof); provided that 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 (5) Business Days after having received written notice thereof. At the request of the Borrower, the Oaktree Lender agrees to assign to any Person identified to the Administrative Agent in writing prior to the Closing Date (or, with respect to any other Person (such Person to be reasonably acceptable to the Oaktree Lender), to use its commercially reasonable efforts to assign) within forty-five (45) days from the date hereof (subject to applicable Law) no more than $40,000,000 aggregate principal amount of at least $5,000,000 or Loans and Commitments pro rata across the respective Tranches of Loans and Applicable Commitments then outstanding to a whole multiple party who has provided the Royalty Interest Financing for a purchase price equal to the Oaktree Lender’s valuation of $500,000 in excess the Loans plus accrued and unpaid interest on the Loans so assigned to the date of such assignment and such assignment shall be on customary LSTA terms (except such assignment shall be on a non-recourse basis to the Oaktree Lender). Subject to the recording thereof and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and by the Administrative Agent pursuant to facilitate such assignmentSection ‎14.05(d), including, if instructed and to receipt by the Assignor or Administrative Agent of a processing and recordation fee in the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee amount of $3,500 for its own account, (provided that the Administrative Agent shall promptly record the information contained therein may, in its sole discretion, elect to waive such processing and recordation fee in the Register (as defined in clause (dcase of any assignment) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreementand Assumption is recorded in the Register, the Assignee assignee thereunder shall be a party to this Agreement and, to the extent provided in of the interest assigned by such Assignment Agreementand Assumption, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein Lender under this Agreement and y) the Assignor thereunder other Loan Documents, and correspondingly the assigning Lender shall, to the extent provided in of the assignment interest assigned by such Assignment and acceptance agreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of ‎Section 5 and Section ‎14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section ‎14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section ‎14.05(e).

Assignments by Lender. Each Lender may, without notice to or consent of Borrower, assign to any Person (each an "Assignee" and collectively, the "Assignees") all or a portion of the Commitment; provided, however, prior to any sale of the Loan, or any portion thereof, to an institution organized under the laws of a foreign jurisdiction, so long as no Event of Default exists and is continuing, Lender will provide notice to Borrower and Borrower will have the right to approve or disapprove the sale which approval shall not be unreasonably withheld, conditioned, or delayed, and provided further, however, that the notice and consent right provided to Borrower in the foregoing clause will only apply to the sale of an interest in the Loan as part of a portfolio management sale by Lender, and not any sale of Lender itself. Lender and its Assignee shall notify Borrower in writing of the date on which the assignment is to be effective (the “Assignor”) "Adjustment Date"). On or before the Adjustment Date, Lender, Borrower and the Assignee shall execute and deliver a written assignment agreement in a form acceptable to Lender, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of Lender following an assignment made in accordance with this Section 9.5, Borrower shall issue new Notes to Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by Lender. In addition, notwithstanding the foregoing, Lender may assign at any time pledge all or any part portion of its Loans, LC Participations and/or Commitments and its Lender's rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to under this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, that (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be Commitment or the Obligations to a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreement, be released from its obligations under this AgreementFederal Reserve Bank.

Assignments by Lender. Each Lender (Subject to as hereinafter provided, the “Assignor”) may Lenders shall have the right at any time to assign to one or more assignees all or any part a portion of its Loansrights and obligations under this Agreement (including, LC Participations and/or Commitments without limitation, its obligations under the Revolving Loans and its rights and obligations hereunder with respect to one Letters of Credit and the Sundry Credit Facilities) with the prior written consent of the Agent, which consent shall not be unreasonably withheld. Prior to the occurrence of an Event of Default which is continuing, no Lender shall assign all or more Eligible Assignees, each any portion of which shall become a party to its rights and obligations under this Agreement as (i) where such assignment shall result in there being more than four Lenders under this Agreement, or (ii) to an assignee which is a Lender by non-resident of Canada for the purposes of the ITA. Upon execution of an assignment Assignment and acceptance agreement in substantially Transfer Agreement (a) the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, that (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent provided in the Assignment Agreementthat rights and obligations hereunder have been assigned to it pursuant to such assignment, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein a Lender hereunder, and y(b) the Assignor thereunder a Lender shall, to the extent provided in the assignment that its rights and acceptance agreementobligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement. Each of the Borrowers shall, if necessary, execute any documents reasonably required to effect the assignments. It shall be a condition of any assignment by any Lender hereunder that (i) if no Event of Default has occurred which is continuing, the amount being assigned shall not be less than the lesser of (x) $10,000,000, or (y) the entire interest of such Lender hereunder, (ii) such assignment shall be of a pro-rata portion of all of such assigning Lender’s Accommodations and commitments hereunder, (iii) the parties to such assignment shall execute and deliver to the Agent an Assignment and Transfer Agreement and (iv) the assigning Lender hereunder shall pay the Agent an assignment fee of XXXXX as a condition to any such assignment.

Assignments by Lender. Each Lender (the “Assignor”) may assign all or any part of its Loans, LC Participations Loans and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of pursuant to an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E G (an “Assignment Agreement”) to be executed by the Assignor, an such Eligible Assignee and acknowledged by (if applicable) the Administrative Agent; provided, that (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the NYI-4016648v10 Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof thereof, and (ii) each the Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of such an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account2,500, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below)Register. Upon Following such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, and shall have the corresponding rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein therein, and y) to the extent provided in the Assignment Agreement, shall have corresponding rights and obligations of the Assignor under each other Loan Document to which such Assignor was party as a Lender prior to the date of such assignment, and the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreementAssignment Agreement, be released from its corresponding rights and obligations under this AgreementAgreement and each other Loan Document to which the Assignor was party as a Lender prior to the date of such assignment.

Assignments by Lender. Each Lender (the “Assignor”) may assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, provided that (ix) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (iiy) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx Axx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below)Register. Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreement, be released from its obligations under this Agreement.