Common use of Assignments by Lender Clause in Contracts

Assignments by Lender. 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 “Adjustment 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 at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Bank.

Assignments by Lender. Lender mayshall have the unrestricted right at any time or from time to time, and without notice Borrower's or Guarantors' consent, to assign all or consent any portion of Borrowersits rights and obligations under the Loan to one or more banks or other financial institutions (each, assign 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 Person (each an “Assignee” such Assignee and, if Lender has retained any of its rights and collectivelyobligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the “Assignees”) all or a portion liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the Commitmentrespective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, prior to that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any sale other documentation required by Lender in connection with such assignment, and the payment by Assignee of the Loan, or any portion thereof, purchase price agreed 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 such Assignee, such Assignee shall notify Borrowers in writing of the date on which the assignment is to be effective (the “Adjustment 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 party to this Agreement and shall have all of the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent necessary that such rights and obligations have been assigned by Lender pursuant 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 documentation between Lender and such Assignee, and Lender shall be released from its Assignee reflecting such assignment, in exchange for the existing Notes held by Lender. In addition, notwithstanding the foregoing, Lender may at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations obligation hereunder and thereunder to a Federal Reserve Bankcorresponding 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. The Lender may, without notice to or consent of Borrowers, may at any time assign to any Person one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (each an “Assignee” and collectively, the “Assignees”) including all or a portion of the CommitmentCommitment and the Loan outstanding); provided, however, prior to any sale provided that the consent of the Loan, Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any portion thereof, to such assignment unless (i) an institution organized under the laws of a foreign jurisdiction, so long as no Event of Default exists has occurred and is continuing, Lender will provide notice to Borrowers and Borrowers will have continuing at the right to approve time of such assignment 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 (ii) such assignment is to an existing Lender or an Affiliate of an existing Lender or an Approved Assignee; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender within five (5) Business Days after having received notice thereof. From and after the effective date of any such assignment, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned, be released from its obligations under this Agreement (and, in the “Adjustment Date”case of an assignment and covering all of the assigning Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, and 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). On or before Upon request, the Adjustment Date, Lender, Borrowers and the Assignee Borrower (at its expense) shall execute and deliver a written Note to the assignee Lender. Any assignment agreement in a form acceptable to Lender, which shall constitute an amendment to or transfer by the Lender of rights or obligations under this Agreement to that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by the extent necessary to reflect Lender of a participation in such assignment. Upon the request of Lender following an assignment made rights and obligations 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 at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Bank9.06(d).

Assignments by Lender. The Lender may, without notice to, or consent of, any of the Borrowers or any of the Property Owners, sell, assign or transfer to or consent participate with any Person or Persons all or any part of Borrowersthe Obligations, assign and each such Person or Persons shall have the right to enforce the provisions of this Agreement and any of the other Financing Documents as fully as the Lender, provided that the Lender shall continue to have the unimpaired right to enforce the provisions of 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 Person (each an “Assignee” such actual or potential purchaser, assignee, transferee or participant all financial records, information, reports, financial statements and collectively, the “Assignees”) all or a portion documents obtained in connection with this Agreement and any of the Commitment; providedother Financing Documents or otherwise. Notwithstanding the foregoing, 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 provided that no Event of Default exists shall have occurred, which remains uncured (and is continuingnot waived), the Lender will provide notice 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 and Borrowers will have with respect to the right to approve proposed transferee, assignee or disapprove the sale participant (which approval shall not be unreasonably withheld), conditionedunless such sale, assignment or delayed, and provided further, however, that participation arises out of or results from any merger or reorganization involving 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 or is required to be effective (effectuated by the “Adjustment Date”). On Lender in order to avoid the violation of any statutory or before the Adjustment Dateregulatory mandate or guideline, Lenderincluding, Borrowers and the Assignee shall execute and deliver a written assignment agreement in a form acceptable to Lenderwithout limitation, 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 at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Banklegal lending limit.

Assignments by Lender. Any Lender may, without notice to may at any time assign all or consent a portion of Borrowers, assign to any Person its rights and obligations under this Agreement (each an “Assignee” and collectively, the “Assignees”) including all or a portion of the Commitment; provided, however, Loans at the time owing to it) and the other Loan Documents to (i) one or more Persons who are Lenders or Affiliates of a Lender without the prior to any sale consent of the Loan, or any portion thereof, to an institution organized under the laws of a foreign jurisdiction, Borrower so long as no Event such assignment is not to a Disqualified Institution or Competitor or (ii) one or more Persons who are not Lenders or an Affiliates of Default exists and is continuing, Lender will provide notice a Lender; provided that (x) the Borrower has provided its prior written consent (such consent not to Borrowers and Borrowers will have the right to approve or disapprove the sale which approval shall not be unreasonably withheld, delayed or conditioned) and (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 delayed, (h) has occurred and provided further, however, that is continuing or if the notice and consent right provided to Borrowers Borrower is in breach of the foregoing clause will only apply financial covenants set forth in Section 10. Notwithstanding anything to the sale contrary herein (i) no such assignment shall be made to the Borrower, any of an interest in its Subsidiaries, any of its Affiliates or any of their respective employees or directors at any time and (ii) no such assignment shall be made without 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 prior written consent of the Administrative Agent. Subject to the recording thereof by the Lender pursuant to Section 14.05(d), from and after the effective date on which specified in each Assignment and Assumption, the assignment is to assignee thereunder shall be effective (the “Adjustment 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 party to this Agreement and, to the extent necessary of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to reflect the extent of the interest assigned by such assignment. Upon the request of Lender following an assignment made in accordance with Assignment and Assumption, be released from its obligations under this Section 8.5, Borrowers shall issue new Notes to Lender and its Assignee reflecting such assignmentAgreement (and, in exchange for the existing Notes held by Lender. In addition, notwithstanding case of an Assignment and Assumption covering all of the foregoing, Lender may at any time pledge all or any portion of Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the Commitment 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 Obligations to 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 Federal Reserve Banksale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e).

Assignments by Lender. (a) Lender may, without notice to, or consent of, Guarantor, sell, assign or transfer to or consent participate with any entity or entities all or any part of Borrowersthe indebtedness secured hereby in accordance with the Loan Agreement, assign and each such entity or entities shall have the right to enforce the provisions of this Agreement and any of the other Loan Documents as fully as Lender, provided that Lender shall continue to have the unimpaired right to enforce the provisions of this Agreement and any of the other Loan Documents as to so much of the indebtedness secured hereby that Lender has not sold, assigned or transferred. In connection with the foregoing, Lender shall have the right to disclose to any Person 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 Loan Documents or otherwise. (each an “Assignee” b) In particular, Guarantor acknowledges and collectivelyagrees that Lender and its successors and assigns may, in accordance with the Loan Agreement, engage in Secondary Market Transactions. In this regard, Guarantor shall make available to Lender all information concerning its business and operations that Lender may reasonably request that are permitted to be provided under applicable law. Lender shall be permitted to share such information permitted to be provided under applicable law with the investment banking firms, rating agencies, accounting firms, law firms, and other third-party advisory firms involved with the indebtedness secured hereby and the Loan Documents of the applicable Secondary Market Transaction. It is understood that the information provided by Guarantor to Lender may ultimately be incorporated into the offering documents for a Secondary Market Transaction and thus various investors may also have access to some or all of such information. Lender and all of the aforesaid third-party advisors and professional firms shall be entitled to rely on the information supplied by, or on behalf of, Guarantor. Guarantor shall execute and deliver to Lender and/or the prospective transferee such documentation, including but not limited to, any amendments, corrections, deletions or additions to the Loan Agreement, the “Assignees”) all or a portion of Note, this Agreement and the Commitmentother Loan Documents as is reasonably required by Lender and/or required by the prospective transferee; 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 that Guarantor shall not be unreasonably withheld, conditioned, or delayed, and provided further, however, required to do anything that has the notice and consent right provided to Borrowers in effect of (a) changing the foregoing clause will only apply to essential economic terms of the sale of an interest indebtedness secured hereby as set forth 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 Documents; or (b) imposing greater personal liability in writing of connection with the date on which indebtedness secured hereby than that currently set forth in the assignment is to be effective (the “Adjustment 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 at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve BankLoan Documents.

Assignments by Lender. (a) Lender maymay at its sole cost and expense, without notice to, or consent of, Guarantor, sell, assign or transfer to or consent of Borrowers, assign to participate with any Person (each an “Assignee” and collectively, the “Assignees”) entity or entities all or a portion any part of the Commitment; providedindebtedness evidenced by the Note and secured by the Security Instrument, however, prior to any sale of the Loan, and each such entity 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 entities shall have the right to approve enforce the provisions of this Guaranty and any of the other Loan Documents as fully as Lender, provided that Lender shall continue to have the unimpaired right to enforce the provisions of this Guaranty and any of the other Loan Documents as to so much of the Loan that Lender has not sold, assigned or disapprove transferred. Lender shall give notice to Guarantor of the sale which approval shall not be unreasonably withheldname, conditionedaddress, or delayedtelephone number and contact person of any assignee of Lender within a reasonable period of time after the effective date of the assignment, and provided further, howeverprovided, that failure to provide such notice shall in no way affect the notice validity or effect of the assignment or Guarantor’s obligations hereunder. In particular, Guarantor acknowledges 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. agrees that Lender and its Assignee shall notify Borrowers in writing successors and assigns may (i) sell the Loan, this Guaranty and each of the date on which the assignment is other Loan Documents to be effective (the “Adjustment Date”). On one or before the Adjustment Date, Lender, Borrowers and the Assignee shall execute and deliver more investors as a written assignment agreement whole loan in a form acceptable rated or unrated public offering or private placement, (ii) grant participation interests in the Loan, to Lenderone or more investors in a rated or unrated public offering or private placement, (iii) deposit this Guaranty and each of the other Loan Documents with a trust, which shall constitute trust may sell certificates to investors evidencing an amendment to this Agreement to ownership in the extent necessary to reflect such assignment. Upon trust assets in a rated or unrated public offering or private placement, or (iv) otherwise sell 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 at any time pledge all Loan or any portion of Lender’s rights under this Agreement, the Commitment interest therein to investors in a rated or the Obligations to a Federal Reserve Bankunrated public offering or private placement.

Assignments by Lender. The Lender may, (a) at any time, without notice to or consent of Borrowersthe Borrower, assign to any Person Acceptable Financial Institution or Affiliate of the Lender, and (b) prior to the declaration of an Event of Default by the Lender with the prior written consent of the Borrower, and at all other times, without any consent or notice to Borrower, assign to any Person, (each an “Assignee” and collectively, the “Assignees”) all or a portion of the Lender’s Commitment; . The Borrower shall not unreasonably withhold its consent to an assignment, provided, however, prior the parties agree that the Borrower has no obligation to consent to any sale assignment to a Competitor and that except as provided in the following sentence, after the declaration of the Loanan Event of Default, Borrower shall have no right to receive prior notice of, or to approve or consent to any assignment of all or any portion thereofof the Lender’s Commitment. Notwithstanding any other provision of this Agreement, to the Lender shall not, before or after the declaration of an institution organized under the laws of a foreign jurisdiction, so long as no Event of Default exists and is continuingDefault, Lender will provide notice assign all or a portion of the Lender’s Commitment to Borrowers and Borrowers will have any Competitor without 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 itselfBorrower’s prior written consent. The Lender and its Assignee shall notify Borrowers the Borrower in writing of the date on which the assignment is to be effective (the “Adjustment Date”). On or before the Adjustment Date, the Lender, Borrowers the Borrower and the Assignee shall execute and deliver a written assignment agreement in a form acceptable to the Lender, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of the Lender following an assignment made in accordance with this Section 8.5, Borrowers the Borrower shall issue new Notes to the Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by the Lender. In addition, notwithstanding the foregoing, Lender may at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Bank.

Assignments by Lender. Any Lender may, without notice to or consent of Borrowers, may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person (each an “Assignee” and collectively, the “Assignees”Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the CommitmentLoans at the time owing to it) and the other Loan Documents; provided, however, prior provided that (i) no such assignment shall be made to any sale 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 Loan, or any portion thereof, Administrative Agent. The consent of the Borrower (such consent not 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, conditioned or delayed, ) shall be required unless (x) a Default or Event of Default has occurred and provided further, however, that is continuing at the notice and consent right provided to Borrowers in the foregoing clause will only apply to the sale time 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 such assignment or (y) such assignment is to an Eligible Transferee described in clause (vi) of the definition thereof); provided that the Borrower shall be effective 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 “Adjustment Date”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 Loans and Commitments pro rata across the respective Tranches of Loans and Applicable Commitments then outstanding to a party who has provided the Royalty Interest Financing for a purchase price equal to the Oaktree Lender’s valuation of 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). On or before Subject to the Adjustment Daterecording thereof by the Administrative Agent pursuant to Section 14.05(d), Lenderand to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, Borrowers in its sole discretion, elect to waive such processing and recordation fee in the Assignee case of any assignment) from and after the date such Assignment and Assumption is recorded in the Register, the assignee thereunder shall execute and deliver be a written assignment agreement in a form acceptable to Lender, which shall constitute an amendment party to this Agreement and, to the extent necessary of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to reflect the extent of the interest assigned by such assignment. Upon the request of Lender following an assignment made in accordance with Assignment and Assumption, be released from its obligations under this Section 8.5, Borrowers shall issue new Notes to Lender and its Assignee reflecting such assignmentAgreement (and, in exchange for the existing Notes held by Lender. In addition, notwithstanding case of an Assignment and Assumption covering all of the foregoing, Lender may at any time pledge all or any portion of Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the Commitment 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 Obligations to 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 Federal Reserve Banksale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e).

Assignments by Lender. Lender may, may not assign any portion of its rights and obligations under this Agreement without notice to or the prior written consent of Borrowers, assign Borrower (such consent not 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, conditioned or delayed, and provided further, however); provided, that no such consent shall be required with respect to any assignment (i) to any Person who is an Affiliate of Lender or an Affiliated Fund of Lender; or (ii) to any Person at any time an Event of Default has occurred and is continuing. Subject to the notice acceptance and consent right provided to Borrowers recording thereof by Lxxxxx in the foregoing clause will only apply to Register, from and after the sale effective date of an interest in such assignment, the Loan as part of assignee thereunder shall be 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 “Adjustment 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 party to this Agreement and, to the extent necessary of the interest assigned, have the rights and obligations of Lender under this Agreement, and the assigning Lender thereunder shall, to reflect the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.3, 3.4 and 10.6 with respect to facts and circumstances occurring prior to the effective date of 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, event of any assignment by Lender may at any time pledge of all or any portion of Lxxxxx’s Loans, Lender is authorized to update this agreement to reflect the fact there is more than one Lender without Borrower’s consent and to add an additional Schedule hereto reflecting the principal amount of Loans held by each such Lender’s . Any assignment or transfer by Lender of rights or obligations under this Agreement, the Commitment or the Obligations to Agreement that does not comply with this Subsection 10.3.2 shall be treated for purposes of this Agreement as a Federal Reserve Banksale by Lender of a participation in such rights and obligations in accordance with Subsection 10.3.3 of this Section 10.3.

Assignments by Lender. Lender mayshall have the unrestricted right at any time or from time to time, at no cost or liability to Borrower or Guarantor, and without notice Borrower’s or Guarantors’ consent, to assign all or consent any portion of Borrowersits rights and obligations under the Loan to one or more assignees (each, assign to any Person (each an “Assignee” ”), and collectivelyBorrower and each Guarantor agree that it shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall reasonably 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 “Assignees”) all or a portion liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the Commitment; provided, however, prior respective commitments and loans held by such Assignee and Lender after giving effect 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 “Adjustment 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 execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender following an assignment made in accordance connection with this Section 8.5, Borrowers shall issue new Notes to Lender and its Assignee reflecting such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in exchange for connection herewith) to the existing Notes held extent that such rights and obligations have been assigned by LenderLender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder to a corresponding extent. In additionBorrower shall respond to a reasonable request to furnish information concerning Borrower in its possession from time to time (but not more than three times during the term of the Loan) to prospective Assignees, notwithstanding provided that Lender shall require any such prospective Assignees to agree in writing to maintain the foregoing, Lender may at any time pledge all or any portion confidentiality of Lender’s rights under this Agreementsuch information. Prior to the occurrence of an Event of Default, the Commitment Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or the Obligations entity without restriction. Back to a Federal Reserve Bank.Contents

Assignments by Lender. Lender maySubject to as hereinafter provided, without notice the Lenders shall have the right at any time to or consent of Borrowers, assign to any Person (each an “Assignee” and collectively, the “Assignees”) one or more assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, its obligations under the Commitment; provided, however, Revolving Loans and its rights and obligations with respect to Letters of Credit and the Sundry Credit Facilities) with the prior to any sale written consent of the LoanAgent, 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 consent 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 . Prior to the sale occurrence of an interest in the Loan as part Event of a portfolio management sale by LenderDefault which is continuing, and not any sale of no Lender itself. Lender and its Assignee shall notify Borrowers in writing of the date on which the assignment is to be effective (the “Adjustment 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 at any time pledge assign all or any portion of Lender’s its rights and obligations under this Agreement (i) where such assignment shall result in there being more than four Lenders under this Agreement, or (ii) to an assignee which is a non-resident of Canada for the Commitment purposes of the ITA. Upon execution of an Assignment and Transfer Agreement (a) 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, have the rights and obligations of a Lender hereunder, and (b) a Lender shall, to the extent that its rights and obligations 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 Obligations 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 Federal Reserve Bankcondition to any such assignment.

Assignments by Lender. Lender may, without notice to or Without the prior written consent of BorrowersBorrower (which may be withheld in Borrower’s reasonable discretion), Lender may not assign to all or any Person portion of its rights and obligations under this Agreement (each an “Assignee” and collectively, the “Assignees”) including all or a portion of its Commitment and the Commitment; Loan). For the avoidance of doubt, it would be reasonable for Borrower to withhold consent to any assignment or participation by Lender if such assignment or participation could reasonably be expected to result in an adverse consequence on the Borrower resulting from, among other things, that such assignment or participation (i) requires the consent of any member of SLS Tranche 1 Lender, LLC or is not expressly permitted by the Operating Agreement, or (ii) requires consent under or violates the EB-5 Immigrant Investor Program or results in any adverse effect on Borrower. Any transfer of any interest held by the Lender, Class B Manager or Class A Manager (or their respective affiliates) and relating to the Loan shall be deemed an assignment of the Loan that is subject to this Section 10.04(a)(i), provided, however, prior to any sale in no event shall the removal and replacement of the Class B Manager by the Class B Members constitute an assignment of the Loan. Lender acknowledges that the Class A Manager, 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 continuingClass B Manager, Lender will provide notice and each of their respective affiliates have affirmative obligations in favor of the Borrower and other First Lien Loan Parties pursuant to Borrowers and Borrowers will have the right to approve or disapprove the sale which approval certain agreements among such parties. Lender shall not take (or permit any affiliates to take) any action that could reasonably be unreasonably withheldexpected to result in any diminution of obligations on the part of the parties (other than the Borrower) to such other agreements or result in a violation of the EB-5 Immigrant Investor Program. Notwithstanding the foregoing, conditionedsubject to the operating agreements of the Lender and the management agreement to which it is a party, the Class A Manager may transfer its interests in the Lender to either (x) a regional center duly approved by United States Citizenship and Immigration Services or delayed(y) a party which becomes a successor in interest to the Class A Manager 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 any other agreements relating to the Loan between the Borrower and the Class A Manager and its affiliates and provided further, howeverin each case, that the notice and consent right provided to Borrowers in the foregoing clause will only apply assignee or successor is reasonably acceptable to the sale Borrower with respect to the assignee’s or successor’s ability to perform those duties, acts or obligations required under this Agreement and such other agreements, such acceptance or withholding of an interest in acceptance by 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 Borrower to be effective (the “Adjustment Date”). On or before the Adjustment Date, Lender, Borrowers and the Assignee shall execute and deliver a written assignment agreement determined in a form acceptable to Lender, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignmentcommercially reasonable and timely manner. 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 at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Bank.- 95 -

Assignments by Lender. The Lender may, without notice to, or consent of, the Borrowers, sell, assign or transfer to or consent participate with any Person or Persons all or any part of Borrowersthe Obligations, assign and each such Person or Persons shall have the right to enforce the provisions of this Agreement and any of the other Financing Documents as fully as the Lender, provided that the Lender shall continue to have the unimpaired right to enforce the provisions of 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, the Lender agrees that if at any time the Lender assigns all or any portion of the Obligations and the Commitments to any Person (each other than an “Assignee” Affiliate of the Lender) and collectivelythe Lender fails to retain authority to take all actions required by or permitted to the Lender under this Agreement without obtaining the consent of any such assignee, the “Assignees”Borrowers shall have a period of ninety (90) all days after Notice of any such actual or a portion proposed assignment from the Lender to the Borrowers, which Notice shall identify the actual or proposed assignee and the amount of the Commitment; providedObligations and Commitments assigned, however, prior to prepay all of the Obligations and terminate the Commitment and the Lender agrees that no Early Termination Fee shall be payable in connection with any such prepayment of the Obligations and termination of the Commitments. The foregoing rights of the Borrowers which arise upon an assignment of any of the Obligations and/or the Commitment to any sale Person (other than an Affiliate 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 Lender) 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 a participation interest in the Loan as part of a portfolio management sale by Lender, and not to 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 “Adjustment 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 at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve BankPerson.

Assignments by Lender. The Lender may, without notice to, or consent of, the Borrowers, sell, assign or transfer to or consent of Borrowers, assign to participate with any Person (each an “Assignee” and collectively, the “Assignees”) or Persons all or a portion any part of the Commitment; providedObligations, however, prior to any sale of the Loan, and each such Person 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 Persons shall have the right to approve or disapprove enforce the sale which approval shall not be unreasonably withheldprovisions of this Agreement and any of the other Financing Documents as fully as the Lender, conditioned, or delayed, and provided further, however, that the notice Lender shall continue to have the unimpaired right to enforce the provisions of this Agreement and consent 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 provided to Borrowers 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 foregoing clause will only apply to other Financing Documents or otherwise. In the sale event of an interest in assignment by 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 “Adjustment Date”). On or before the Adjustment Date, Lender, Borrowers and the Assignee Lender's assignee shall execute and deliver a written assignment agreement in a form acceptable to the Lender, which shall set forth the respective rights and obligations of the Lender and its assignee and shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of the Lender following an assignment made in accordance with this Section 8.5Section, the Borrowers shall issue new Notes to the Lender and its Assignee assignee reflecting such assignment, in exchange for the existing Notes held by the Lender. In addition, notwithstanding and shall execute such additional documents as the foregoing, Lender may at any time pledge all or any portion require to reflect the respective interests of Lender’s rights under this Agreement, the Commitment or Lender and its assignee in the Obligations to a Federal Reserve BankFinancing Documents and the Collateral.

Assignments by Lender. 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 “Adjustment 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, The Lender may at any time pledge assign or transfer any of its rights or benefits under this Agreement to an Eligible Assignee. On the effective date of such assignment: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to an assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such assignment 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 any portion 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’s rights under . Notwithstanding anything to the contrary in this Agreement, the Commitment Lender shall not assign or the Obligations transfer (including by way of participation) any of its rights or benefits under this Agreement to a Federal Reserve BankPerson 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. Any Lender may, without notice to or consent of Borrowers, may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person (each an “Assignee” and collectively, the “Assignees”Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the CommitmentLoans at the time owing to it) and the other Loan Documents; provided, however, prior provided that (i) no such assignment shall be made to any sale 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 LoanAdministrative Agent, or any portion thereof, not 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, conditioned or delayed, and provided further, however, that the notice and . The 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 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 effective 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; provided further that the “Adjustment Date”consent of the Borrower shall not be required for any assignment to (x) Oaktree Capital Management, L.P. or any of its managed funds or accounts or (y) any Affiliate of the foregoing. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d). On or before , and to receipt by the Adjustment DateAdministrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, Lenderin its sole discretion, Borrowers elect to waive such processing and recordation fee in the Assignee case of any assignment) from and after the date such Assignment and Assumption is recorded in the Register, the assignee thereunder shall execute and deliver be a written assignment agreement in a form acceptable to Lender, which shall constitute an amendment party to this Agreement and, to the extent necessary of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to reflect the extent of the interest assigned by such assignment. Upon the request of Lender following an assignment made in accordance with Assignment and Assumption, be released from its obligations under this Section 8.5, Borrowers shall issue new Notes to Lender and its Assignee reflecting such assignmentAgreement (and, in exchange for the existing Notes held by Lender. In addition, notwithstanding case of an Assignment and Assumption covering all of the foregoing, Lender may at any time pledge all or any portion of Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the Commitment 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 Obligations to 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 Federal Reserve Banksale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e).

Assignments by Lender. Lender may, without notice to or consent of BorrowersBorrower, assign to any Person (each an “Assignee” and collectively, the “Assignees”) all or a portion of the Lender’s Commitment; provided, however, prior that the consent of Borrower (such consent not to any sale of the Loan, be unreasonably withheld or any portion thereof, to delayed) shall be required unless (1) an institution organized under the laws of a foreign jurisdiction, so long as no Event of Default exists has occurred and is continuing, continuing at the time of such assignment or (2) such assignment is to an Affiliate of Lender will provide or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Borrowers and Borrowers will have the right to approve or disapprove the sale which approval shall not be unreasonably withheldLender within five (5) Business Days after having received notice thereof; provided, 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 case of an interest in the Loan such partial assignment, this Agreement shall be amended as part of a portfolio management sale mutually agreed by Borrower and Lender, and not any sale of Lender itself. Lender and its Assignee shall notify Borrowers Borrower in writing of the date on which the assignment is to be effective (the “Adjustment Date”). On or before the Adjustment Date, Lender, Borrowers 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 8.57.5, Borrowers 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 at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Bank.

Assignments by Lender. Any Lender may, without notice to or consent of Borrowers, may at any time assign to any Person (each an “Assignee” and collectively, the “Assignees”) one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the CommitmentLoans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); providedprovided that (i) (A) in the case of Revolving Lenders, however, prior to any sale except in the case of an assignment of the Loan, entire remaining amount of the assigning Revolving Lender’s Revolving Commitment and the Revolving Loans at the time owing to it or any portion thereof, in the case of an assignment to a Lender or an institution organized under the laws Affiliate of a foreign jurisdictionLender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the Revolving Commitment is not then in effect, the principal outstanding balance of the Revolving Loan of the assigning Revolving Lender 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default exists has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed) and (B) in the case of a Term Lender, except in the case of an assignment of the entire remaining amount of the assigning Term Lender’s Term Commitments and the Term Loans at the time owing to it or in the case of an assignment to a Lender will provide notice or an Affiliate of a Lender or an Approved Fund with respect to Borrowers a Lender, the aggregate amount of the Term Commitment or Term Loans subject to each such assignment, determined as of the date the Assignment and Borrowers will have Assumption with respect to such assignment is delivered to the right to approve or disapprove Administrative Agent or, if “Trade Date” is specified in the sale which approval Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld, conditionedwithheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Loans and Revolving Commitments assigned, or the Term Loans assigned, as the case may be, except that this clause (ii) shall not apply to rights of a Revolving Lender in respect of Swing Line Loans; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Lender or an Affiliate thereof, whether or not the proposed assignee would otherwise qualify as an Eligible Assignee under clause (d) of the definition thereof (each such approval not to be unreasonably withheld or delayed); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall not be an obligation of the Borrower), and provided furtherthe Eligible Assignee, howeverif it shall not be a Lender, that shall deliver to the notice Administrative Agent an Administrative Questionnaire. Subject to acceptance and consent right provided recording thereof by the Administrative Agent pursuant to Borrowers subsection (c) of this Section 10.06, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the foregoing clause will only apply case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the sale benefits of an interest in Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the Loan as part effective date 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 “Adjustment Date”such assignment). On or before Upon request, the Adjustment Date, Lender, Borrowers and the Assignee Borrower (at its expense) shall execute and deliver a written Note to the assignee Lender. Any assignment agreement in or transfer by a form acceptable to Lender, which shall constitute an amendment to Lender of rights or obligations under this Agreement to the extent necessary to reflect that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such assignment. Upon the request Lender of Lender following an assignment made a participation in such rights and obligations in accordance with subsection (d) of 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 at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Bank10.06.

Assignments by Lender. Lender maySubject to as hereinafter provided, without notice the Lenders shall have the right at any time to or consent of Borrowers, assign to any Person (each an “Assignee” and collectively, the “Assignees”) one or more assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, its obligations under the Commitment; provided, however, Revolving Loans and its rights and obligations with respect to Letters of Credit and the Sundry Credit Facilities) with the prior to any sale written consent of the LoanAgent, 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 consent 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 . Prior to the sale occurrence of an interest in the Loan as part Event of a portfolio management sale by LenderDefault which is continuing, and not any sale of no Lender itself. Lender and its Assignee shall notify Borrowers in writing of the date on which the assignment is to be effective (the “Adjustment 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 at any time pledge assign all or any portion of Lender’s its rights and obligations under this Agreement (i) where such assignment shall result in there being more than four Lenders under this Agreement, or (ii) to an assignee which is a non-resident of Canada for the Commitment purposes of the ITA. Upon execution of an Assignment and Transfer Agreement (a) 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, have the rights and obligations of a Lender hereunder, and (b) a Lender shall, to the extent that its rights and obligations 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 Obligations 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 Federal Reserve Bankcondition to any such assignment.

Assignments by Lender. Lender may, without notice to or Without the prior written consent of BorrowersBorrower (which may be withheld in Borrower’s reasonable discretion), Lender may not assign to all or any Person portion of its rights and obligations under this Agreement (each an “Assignee” and collectively, the “Assignees”) including all or a portion of its Commitment and the Commitment; Loan). For the avoidance of doubt, it would be reasonable for Borrower to withhold consent to any assignment or participation by Lender if such assignment or participation could reasonably be expected to result in an adverse consequence on the Borrower (including any diminution of rights of Borrower against ADF or Lender under the Letter of Intent), resulting from, among other things, that such assignment or participation (i) requires the consent of any member in the SLS Lender, LLC or is not expressly permitted by the Operating Agreement, or (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, howeverin each case, prior the assignee or successor agrees to any sale be bound by the terms and provisions of this Agreement and the Loan, or any portion thereof, to an institution organized under the laws Letter 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, Intent and provided further, howeverin each case, that the notice and consent right provided to Borrowers in the foregoing clause will only apply assignee or successor is reasonably acceptable to the sale Borrower with respect to the assignee’s or successor’s ability to perform those duties, acts or obligations required under this Agreement and the Letter of an interest in Intent, such acceptance or withholding of acceptance by 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 Borrower to be effective (the “Adjustment Date”). On or before the Adjustment Date, Lender, Borrowers and the Assignee shall execute and deliver a written assignment agreement determined 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 commercially reasonable and its Assignee reflecting such assignment, in exchange for the existing Notes held by Lender. In addition, notwithstanding the foregoing, Lender may at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Banktimely manner.

Assignments by Lender. Lender may, without notice to or Without the prior written consent of BorrowersBorrower (which may be withheld in Borrower’s reasonable discretion), Lender may not assign to all or any Person portion of its rights and obligations under this Agreement (each an “Assignee” and collectively, the “Assignees”) including all or a portion of its Commitment and the Commitment; Loan). For the avoidance of doubt, it would be reasonable for Borrower to withhold consent to any assignment or participation by Lender if such assignment or participation could reasonably be expected to result in an adverse consequence on the Borrower resulting from, among other things, that such assignment or participation (i) requires the consent of any member of SLS Tranche 1 Lender, LLC or is not expressly permitted by the Operating Agreement, or (ii) requires consent under or violates the EB-5 Immigrant Investor Program or results in any adverse effect on Borrower. Any transfer of any interest held by the Lender, Class B Manager or Class A Manager (or their respective affiliates) and relating to the Loan shall be deemed an assignment of the Loan that is subject to this Section 10.04(a)(i), provided, however, prior to any sale in no event shall the removal and replacement of the Class B Manager by the Class B Members constitute an assignment of the Loan. Lender acknowledges that the Class A Manager, 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 continuingClass B Manager, Lender will provide notice and each of their respective affiliates have affirmative obligations in favor of the Borrower and other First Lien Loan Parties pursuant to Borrowers and Borrowers will have the right to approve or disapprove the sale which approval certain agreements among such parties. Lender shall not take (or permit any affiliates to take) any action that could reasonably be unreasonably withheldexpected to result in any diminution of obligations on the part of the parties (other than the Borrower) to such other agreements or result in a violation of the EB-5 Immigrant Investor Program. Notwithstanding the foregoing, conditionedsubject to the operating agreements of the Lender and the management agreement to which it is a party, the Class A Manager may transfer its interests in the Lender to either (x) a regional center duly approved by United States Citizenship and Immigration Services or delayed(y) a party which becomes a successor in interest to the Class A Manager 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 any other agreements relating to the Loan between the Borrower and the Class A Manager and its affiliates and provided further, howeverin each case, that the notice and consent right provided to Borrowers in the foregoing clause will only apply assignee or successor is reasonably acceptable to the sale Borrower with respect to the assignee’s or successor’s ability to perform those duties, acts or obligations required under this Agreement and such other agreements, such acceptance or withholding of an interest in acceptance by 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 Borrower to be effective (the “Adjustment Date”). On or before the Adjustment Date, Lender, Borrowers and the Assignee shall execute and deliver a written assignment agreement determined 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 commercially reasonable and its Assignee reflecting such assignment, in exchange for the existing Notes held by Lender. In addition, notwithstanding the foregoing, Lender may at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Banktimely manner.

Assignments by Lender. 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 not apply to the sale a transfer to an Affiliate of an interest in the Loan Lender or as part of a portfolio management sale by merger or other extraordinary corporate action with respect to 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 “Adjustment 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 at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Bank.

Assignments by Lender. Lender may, without notice to or consent of Borrowers, may at any time assign to any Person (each an “Assignee” and collectively, the “Assignees”) one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan at the Commitmenttime owing to it); provided, however, prior to any sale provided that (i) except in the case of an assignment of the Loanentire remaining amount of the assigning Lender’s Loan at the time owing to it or in the case of an assignment to Lender or an Affiliate of Lender with respect to Lender, or the principal outstanding balance of the Loan of the assigning Lender 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000, in the case of any portion thereofassignment in respect of the Term Credit, to an institution organized under unless each of the laws of a foreign jurisdictionAdministrative Agent and, so long as no Event of Default exists has occurred and is continuing, Lender will provide notice the Borrower otherwise consent (each such consent not to Borrowers and Borrowers will have the right to approve or disapprove the sale which approval shall not be unreasonably withheld, conditioned, withheld or delayed); Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and provided furtherafter the effective date specified in each Assignment and Assumption, 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 Eligible Assignee thereunder shall be 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 “Adjustment 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 party to this Agreement and, to the extent necessary to reflect of the interest assigned by such assignment. Upon Assignment and Assumption, have the request rights and obligations of a 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 at any time pledge all or any portion of Lender’s rights under this Agreement, and the Commitment assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 10.8 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or the Obligations to transfer by Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a Federal Reserve Banksale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

Assignments by Lender. Lender mayshall have the unrestricted right at any time or from time to time, at no cost or liability to Borrower or Guarantor, and without notice Borrower’s or Guarantors’ consent, to assign all or consent any portion of Borrowersits rights and obligations under the Loan to one or more assignees (each, assign to any Person (each an “Assignee” ”), and collectivelyBorrower and each Guarantor agree that it shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall reasonably 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 “Assignees”) all or a portion liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the Commitment; provided, however, prior respective commitments and loans held by such Assignee and Lender after giving effect 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 “Adjustment 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 execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender following an assignment made in accordance connection with this Section 8.5, Borrowers shall issue new Notes to Lender and its Assignee reflecting such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in exchange for connection herewith) to the existing Notes held extent that such rights and obligations have been assigned by LenderLender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder to a corresponding extent. In additionBorrower shall respond to a reasonable request to furnish information concerning Borrower in its possession from time to time (but not more than three times during the term of the Loan) to prospective Assignees, notwithstanding provided that Lender shall require any such prospective Assignees to agree in writing to maintain the foregoing, Lender may at any time pledge all or any portion confidentiality of Lender’s rights under this Agreementsuch information. Prior to the occurrence of an Event of Default, the Commitment Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or the Obligations to a Federal Reserve Bankentity without restriction.

Assignments by Lender. Any Lender may, without notice to or consent of Borrowers, may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person (each an “Assignee” and collectively, the “Assignees”Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the CommitmentLoans at the time owing to it) and the other Loan Documents; provided, however, prior provided that (i) no such assignment shall be made to any sale 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 Loan, or any portion thereof, Administrative Agent. The consent of the Borrower (such consent not 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, conditioned or delayed, ) shall be required unless (x) a Default or Event of Default has occurred and provided further, however, that is continuing at the notice and consent right provided to Borrowers in the foregoing clause will only apply to the sale time 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 such assignment or (y) such assignment is to an Eligible Transferee described in clause (vi) of the definition thereof); provided that the Borrower shall be effective 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 “Adjustment Date”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 Loans and Commitments pro rata across the respective Tranches of Loans and Applicable Commitments then outstanding to a party who has provided the Royalty Interest Financing for a purchase price equal to the Oaktree Lender’s valuation of 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). On or before Subject to the Adjustment Daterecording thereof by the Administrative Agent pursuant to Section ‎14.05(d), Lenderand to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, Borrowers in its sole discretion, elect to waive such processing and recordation fee in the Assignee case of any assignment) from and after the date such Assignment and Assumption is recorded in the Register, the assignee thereunder shall execute and deliver be a written assignment agreement in a form acceptable to Lender, which shall constitute an amendment party to this Agreement and, to the extent necessary of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to reflect the extent of the interest assigned by such assignment. Upon the request of Lender following an assignment made in accordance with Assignment and Assumption, be released from its obligations under this Section 8.5, Borrowers shall issue new Notes to Lender and its Assignee reflecting such assignmentAgreement (and, in exchange for the existing Notes held by Lender. In addition, notwithstanding case of an Assignment and Assumption covering all of the foregoing, Lender may at any time pledge all or any portion of Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the Commitment 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 Obligations to 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 Federal Reserve Banksale by such Lender of a participation in such rights and obligations in accordance with Section ‎14.05(e).

Assignments by Lender. The Lender may, without notice to or consent of Borrowers, may at any time assign to any Person (each an “Assignee” and collectively, the “Assignees”) one or more assignees all or a portion of its rights and obligations under this Agreement and the Commitmentother Loan Documents (including all or a portion of its Revolving Commitment and the Loans at the time owing to it); provided, however, prior provided that any such assignment shall be subject to any sale the following conditions: (i) in the case of an assignment to an Affiliate of the LoanLender or an Approved Fund, no consent of any Loan Party shall be required; and (ii) in any case not described in subsection (b)(i) of this Section, no consent shall be required for any assignment except that, the consent of the Borrower (such consent not to be unreasonably withheld or any portion thereof, to delayed) shall be required unless (1) an institution organized under the laws of a foreign jurisdiction, so long as no Event of Default exists has occurred and is continuing, Lender will provide notice to Borrowers and Borrowers will have continuing at the right to approve time of such assignment 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 (2) such assignment is to an Affiliate of the Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender within five (5) Business Days after having received notice thereof. From and after the effective date of each assignment, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned, have the rights and obligations of the Lender under this Agreement, and the Lender shall, to the extent of the interest assigned, be released from its obligations under this Agreement (and, in the “Adjustment Date”case of an assignment covering all of the Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). On or before Upon request, the Adjustment Date, Lender, Borrowers and the Assignee Borrower (at its expense) shall execute and deliver a written Note to the new Lender. Any assignment agreement in a form acceptable to Lender, which shall constitute an amendment to or transfer by the Lender of rights or obligations under this Agreement to that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by the extent necessary to reflect Lender of a participation in such assignment. Upon the request of Lender following an assignment made rights and obligations in accordance with subsection (d) of 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 at any time pledge all or any portion of Lender’s rights under this Agreement, the Commitment or the Obligations to a Federal Reserve BankSection.

Assignments by Lender. Lender may, without notice to or consent of BorrowersBorrower, 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 Borrower and Borrowers 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 Borrowers 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 Borrowers Borrower in writing of the date on which the assignment is to be effective (the “"Adjustment Date”"). On or before the Adjustment Date, Lender, Borrowers 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 8.59.5, Borrowers 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 at any time pledge all or any portion of Lender’s 's rights under this Agreement, the Commitment or the Obligations to a Federal Reserve Bank.