Common use of Assignments by Lender Clause in Contracts

Assignments by Lender. Lender shall have the unrestricted right at any time or from time to time, and without Borrower's or Guarantors' consent, to assign all or any portion of its rights and obligations under the Loan to one or more banks or other financial institutions (each, an "Assignee"), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender 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. 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. Lender shall 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 unrestricted 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 or from time to time, and without Borrower's or Guarantors' consent, to assign pledge all or any portion of its Lender’s rights and obligations under the Loan to one or more banks or other financial institutions (each, an "Assignee"), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge ofthis Agreement, the liability evidenced by Commitment or the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder Obligations to a corresponding extent. Borrower shall furnish any information concerning Borrower in its possession from time to time to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such informationFederal Reserve Bank.

Assignments by Lender. Any Lender shall have the unrestricted right may at any time or from time to time, and without Borrower's or Guarantors' consent, to assign all or any a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) and the other Loan Documents to (i) one or more banks Persons who are Lenders or other financial institutions Affiliates of a Lender without the prior consent of the Borrower so long as such assignment is not to a Disqualified Institution or Competitor or (each, 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 ii) one or more new promissory notesPersons who are not Lenders or an Affiliates of a Lender; provided that (x) the Borrower has provided its prior written consent (such consent not to be unreasonably withheld, as applicabledelayed 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 (h) has occurred and is continuing or if the Borrower is in breach of the financial covenants set forth in Section 10. Notwithstanding anything to any the contrary herein (i) no such Assignee andassignment shall be made to the Borrower, if Lender has retained any of its rights Subsidiaries, any of its Affiliates or any of their respective employees or directors at any time and obligations hereunder following (ii) no such assignment, to Lender which new promissory notes assignment shall be issued made without the 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 specified in replacement of, but not in discharge ofeach Assignment and Assumption, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all of the rights and obligations of the Lender hereunder (under this Agreement and under any the other Loan Documents, and all other guarantiescorrespondingly the assigning Lender shall, documents, instruments and agreements executed in connection herewith) 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 Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03 with respect to events, facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations have been assigned by Lender 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. 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 informationaccordance with Section 14.05(e).

Assignments by Lender. (a) Lender may, without notice to, or consent of, Guarantor, sell, assign or transfer to or participate with any entity or entities all or any part of the indebtedness secured hereby in accordance with the Loan Agreement, 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 unrestricted right at any time or from time to time, and without Borrower's or Guarantors' consent, to assign all or any portion of its rights and obligations under the Loan to one or more banks or other financial institutions (each, 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, disclose to any such Assignee andactual or potential purchaser, if Lender has retained 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. (b) In particular, Guarantor acknowledges and agrees that Lender and its rights successors and obligations hereunder following such assignmentassigns may, in accordance with the Loan Agreement, engage in Secondary Market Transactions. In this regard, Guarantor shall make available to Lender which new promissory notes all information concerning its business and operations that Lender may reasonably request that are permitted to be provided under applicable law. Lender shall be issued in replacement 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 in discharge oflimited to, any amendments, corrections, deletions or additions to the Loan Agreement, the liability evidenced Note, this Agreement and the other Loan Documents as is reasonably required by Lender and/or required by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignmentprospective transferee; provided, however, that only one Guarantor shall not be required to do anything that has the effect of (a) changing the essential economic terms of the indebtedness secured hereby as set of notes shall be outstanding at one time. Upon forth in the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender Loan Documents; or (b) imposing greater personal liability in connection with such assignment, and the payment by Assignee of indebtedness secured hereby than that currently set forth in 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender 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. 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 informationLoan Documents.

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 participate with any Person or Persons all or any part of the Obligations, 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 unrestricted right at any time or from time to time, and without Borrower's or Guarantors' consent, to assign all or any portion of its rights and obligations under the Loan to one or more banks or other financial institutions (each, 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, disclose to any such Assignee andactual or potential purchaser, if Lender has retained any of its rights assignee, transferee or participant all financial records, information, reports, financial statements and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender documents obtained in connection with 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 any of the other Financing Documents or otherwise. Notwithstanding the foregoing, provided that no Event of Default shall have all occurred, which remains uncured (and not waived), the Lender agrees not to sell or assign its interest in the Credit Facility and the Financing Documents or enter into any participation with respect to the Credit Facility or the Financing Documents involving more than 50% of the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Lender Lender's interest therein or pursuant to which the assignment documentation between Lender and such Assignee, and Lender shall be released removed as the "lead lender" or "agent" under the Credit Facility, without obtaining the prior written approval of the Borrowers with respect to the proposed transferee, assignee or participant (which approval shall not be unreasonably withheld), unless such sale, assignment or participation arises out of or results from its obligation hereunder and thereunder any merger or reorganization involving the Lender or is required to a corresponding extent. Borrower shall furnish be effectuated by the Lender in order to avoid the violation of any information concerning Borrower in its possession from time to time to prospective Assigneesstatutory or regulatory mandate or guideline, provided that Lender shall require including, without limitation, any such prospective Assignees to agree in writing to maintain the confidentiality of such informationlegal lending limit.

Assignments by Lender. Any Lender shall have the unrestricted right may at any time assign to one or from time to time, and without Borrower's or Guarantors' consent, to assign more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) (A) in the case of Revolving Lenders, except in the case of an assignment of the entire remaining amount of the assigning Revolving Lender’s Revolving Commitment and the Revolving Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender 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 one 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 has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or more banks 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 other financial institutions in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to 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 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 has occurred and is continuing, the Borrower otherwise consents (eacheach such consent not to be unreasonably withheld 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 "Assignee"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 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 Eligible Assignee, Borrower if it shall issue one or more new promissory notesnot be a Lender, as applicableshall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 10.06, to any such Assignee and, if Lender has retained any of its rights from and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued after the effective date specified in replacement of, but not in discharge ofeach Assignment and Assumption, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Eligible Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all of the rights and obligations of a Lender hereunder (under this Agreement, and under any and all other guarantiesthe assigning Lender thereunder shall, documents, instruments and agreements executed in connection herewith) 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 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). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations have been assigned by Lender 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. 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 accordance with subsection (d) of such informationthis Section 10.06.

Assignments by Lender. Any Lender shall have the unrestricted right may at any time assign to one or from time to timemore Eligible Transferees (or, if an Event of Default has occurred and without Borrower's or Guarantors' consentis continuing, to assign any Person) all or any a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) and the other Loan Documents; provided that (i) no such assignment shall be made to one any Obligor, any Affiliate of any Obligor, any employees or more banks directors of any Obligor at any time and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent, not to be unreasonably withheld, conditioned or other financial institutions delayed. The consent of the Borrower (eachsuch 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 "Assignee"Eligible Transferee); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; provided further that the 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), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced receipt by the promissory note held by Lender prior to such assignment Administrative Agent of a processing and shall reflect recordation fee in the amount of $3,500 (provided that the respective commitments Administrative Agent may, in its sole discretion, elect to waive such processing and loans held by recordation fee in the case of any assignment) from and after the date such Assignee Assignment and Lender after giving effect to such assignment; providedAssumption is recorded in the Register, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all of the rights and obligations of the Lender hereunder (under this Agreement and under any the other Loan Documents, and all other guarantiescorrespondingly the assigning Lender shall, documents, instruments and agreements executed in connection herewith) 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 Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations have been assigned by Lender 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. 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 informationaccordance with Section 14.05(e).

Assignments by Lender. Lender shall have may, without notice to or consent of Borrower, assign to any Person (each an “Assignee” and collectively, the unrestricted right at any time or from time to time, and without Borrower's or Guarantors' consent, to assign “Assignees”) all or any a portion of its rights and obligations under the Loan to one or more banks or other financial institutions (each, an "Assignee"), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignmentLender’s Commitment; provided, however, that only one set the consent of notes Borrower (such consent not to be unreasonably withheld or delayed) shall be outstanding required unless (1) an Event of Default has occurred and is continuing at one timethe time of such assignment or (2) such assignment is to an Affiliate of Lender 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 Lender within five (5) Business Days after having received notice thereof; provided, further, that in the case of such partial assignment, this Agreement shall be amended as mutually agreed by Borrower and Lender. Lender and its Assignee shall notify Borrower in writing of the date on which the assignment is to be effective (the “Adjustment Date”). On or before the Adjustment Date, Lender, Borrower and the Assignee shall execute and deliver a written assignment agreement in a form acceptable to Lender, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the execution request of Lender following an assignment made in accordance with this Section 7.5, Borrower shall issue new Notes to Lender and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with its Assignee reflecting such assignment, and in exchange for the payment existing Notes held 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender 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. 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 informationLender.

Assignments by Lender. Any Lender shall have the unrestricted right may at any time assign to one or from time to timemore Eligible Transferees (or, if an Event of Default has occurred and without Borrower's or Guarantors' consentis continuing, to assign any Person) all or any a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) and the other Loan Documents; provided that (i) no such assignment shall be made to one any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. The consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to an Eligible Transferee described in clause (vi) of the definition thereof); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof. At the request of the Borrower, the Oaktree Lender agrees to assign to any Person identified to the Administrative Agent in writing prior to the Closing Date (or, with respect to any other Person (such Person to be reasonably acceptable to the Oaktree Lender), to use its commercially reasonable efforts to assign) within forty-five (45) days from the date hereof (subject to applicable Law) no more banks or other financial institutions 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 (each, an "Assignee"except such assignment shall be on a non-recourse basis to the Oaktree Lender). Subject to the recording thereof by the Administrative Agent pursuant to Section ‎14.05(d), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced receipt by the promissory note held by Lender prior to such assignment Administrative Agent of a processing and shall reflect recordation fee in the amount of $3,500 (provided that the respective commitments Administrative Agent may, in its sole discretion, elect to waive such processing and loans held by recordation fee in the case of any assignment) from and after the date such Assignee Assignment and Lender after giving effect to such assignment; providedAssumption is recorded in the Register, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all of the rights and obligations of the Lender hereunder (under this Agreement and under any the other Loan Documents, and all other guarantiescorrespondingly the assigning Lender shall, documents, instruments and agreements executed in connection herewith) 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 Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of ‎Section 5 and Section ‎14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section ‎14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations have been assigned by Lender 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. 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 informationaccordance with Section ‎14.05(e).

Assignments by Lender. The Lender may at any time 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 unrestricted right at 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 time rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance of the Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note for cancellation, and thereupon the Borrower shall issue and deliver new Note, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new outstanding Loans of the assignee and/or the assigning Lender. Notwithstanding anything to the contrary in this Agreement, the Lender shall not assign or transfer (including by way of participation) any of its rights or benefits under this Agreement to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to timetime (the “Register”). The entries in the Register shall be conclusive absent manifest error, and without Borrower's or Guarantors' consent, to assign all or any portion of its rights and obligations under the Loan to one or more banks or other financial institutions (each, 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 the Lender shall deem necessary treat each Person whose name is recorded in the Register pursuant to effect the foregoingterms 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 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 ofLoan Documents is pending, the liability evidenced by Lender may request and receive from the promissory note held by Lender prior to such assignment and shall reflect the amount Borrower a copy of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender 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. 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 informationRegister.

Assignments by Lender. Lender shall have the unrestricted right at any time or from time to time, at no cost or liability to Borrower or Guarantor, and without Borrower's ’s or Guarantors' ’ consent, to assign all or any portion of its rights and obligations under the Loan to one or more banks or other financial institutions assignees (each, an "“Assignee"”), and Borrower and Guarantors each Guarantor agree that they 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 liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender 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. Borrower shall respond to a reasonable request to furnish any 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, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information.. Prior to the occurrence of an Event of Default, the Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or entity without restriction. Back to Contents

Assignments by Lender. Without the prior written consent of Borrower (which may be withheld in Borrower’s reasonable discretion), Lender shall have the unrestricted right at any time or from time to time, and without Borrower's or Guarantors' consent, to may not assign all or any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan). For the avoidance of doubt, it would be reasonable for Borrower to withhold consent to any assignment or participation by Lender 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 one or more banks or other financial institutions (each, an "Assignee"this Section 10.04(a)(i), . Lender acknowledges that ADF and Lender have affirmative obligations in favor of the Borrower and Guarantors agree other First Lien Loan Parties pursuant to the Letter of Intent. Lender shall not take (or permit any affiliates to take) any action that they shall executecould 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 cause (y) a party which becomes a successor in interest to ADF pursuant to a merger or consolidation, provided, in each case, the assignee or successor agrees to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced bound by the promissory note held by Lender prior to such assignment terms and shall reflect the amount provisions of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 the Letter of Intent and provided further, in each case, the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) assignee or successor is reasonably acceptable to the extent that such rights and obligations have been assigned by Lender pursuant Borrower with respect to the assignment documentation between Lender assignee’s or successor’s ability to perform those duties, acts or obligations required under this Agreement and the Letter of Intent, such Assignee, acceptance or withholding of acceptance by the Borrower to be determined in a commercially reasonable and Lender shall be released from its obligation hereunder and thereunder to a corresponding extent. Borrower shall furnish any information concerning Borrower in its possession from time to time to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such informationtimely manner.

Assignments by Lender. Any Lender shall have the unrestricted right may at any time assign to one or from time to timemore Eligible Transferees (or, if an Event of Default has occurred and without Borrower's or Guarantors' consentis continuing, to assign any Person) all or any a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) and the other Loan Documents; provided that (i) no such assignment shall be made to one any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. The consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to an Eligible Transferee described in clause (vi) of the definition thereof); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof. At the request of the Borrower, the Oaktree Lender agrees to assign to any Person identified to the Administrative Agent in writing prior to the Closing Date (or, with respect to any other Person (such Person to be reasonably acceptable to the Oaktree Lender), to use its commercially reasonable efforts to assign) within forty-five (45) days from the date hereof (subject to applicable Law) no more banks or other financial institutions 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 (each, an "Assignee"except such assignment shall be on a non-recourse basis to the Oaktree Lender). Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced receipt by the promissory note held by Lender prior to such assignment Administrative Agent of a processing and shall reflect recordation fee in the amount of $3,500 (provided that the respective commitments Administrative Agent may, in its sole discretion, elect to waive such processing and loans held by recordation fee in the case of any assignment) from and after the date such Assignee Assignment and Lender after giving effect to such assignment; providedAssumption is recorded in the Register, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all of the rights and obligations of the Lender hereunder (under this Agreement and under any the other Loan Documents, and all other guarantiescorrespondingly the assigning Lender shall, documents, instruments and agreements executed in connection herewith) 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 Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations have been assigned by Lender 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. 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 informationaccordance with Section 14.05(e).

Assignments by Lender. The Lender may, without notice to, or consent of, the Borrowers, sell, assign or transfer to or participate with any Person or Persons all or any part of the Obligations, 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 unrestricted 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 or from time to time, and without Borrower's or Guarantors' consent, to assign the Lender assigns all or any portion of its rights the Obligations and obligations the Commitments to any Person (other than an Affiliate of the Lender) and the Lender fails to retain authority to take all actions required by or permitted to the Lender under this Agreement without obtaining the Loan to one or more banks or other financial institutions (each, 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 consent of Lender and any such Assigneeassignee, Borrower the Borrowers shall issue one or more new promissory notes, as applicable, to have a period of ninety (90) days after Notice of any such Assignee andactual or proposed assignment from the Lender to the Borrowers, if Lender has retained any of its rights which Notice shall identify the actual or proposed assignee and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments Obligations and loans held by such Assignee Commitments assigned, to prepay all of the Obligations and terminate the Commitment and the Lender after giving effect to such assignment; provided, however, agrees that only one set of notes no Early Termination Fee shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender payable in connection with any such assignment, and the payment by Assignee prepayment of the purchase price agreed to by Lender Obligations and such Assignee, such Assignee shall be a party to this Agreement and shall have all termination of the Commitments. The foregoing rights and obligations of Lender hereunder the Borrowers which arise upon an assignment of any of the Obligations and/or the Commitment to any Person (and under any and all other guaranties, documents, instruments and agreements executed in connection herewiththan an Affiliate of the Lender) shall not apply to the extent that such rights and obligations have been assigned by Lender pursuant sale of a participation interest to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder to a corresponding extent. Borrower shall furnish any information concerning Borrower in its possession from time to time to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such informationPerson.

Assignments by Lender. Lender shall have the unrestricted right may at any time assign to one or from time to time, and without Borrower's or Guarantors' consent, to assign more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including all or a portion of its Loan at the time owing to it); provided that (i) except in the case of an assignment of the entire 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, the principal outstanding balance of the Loan of the assigning Lender subject to one or more banks or other financial institutions each such assignment (each, an "Assignee"), determined as of the date the Assignment and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and shall reflect the amount Assumption, as of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; providedTrade Date) shall not be less than $1,000,000, however, that only one set in the case of notes shall be outstanding at one time. Upon the execution and delivery of appropriate any assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee respect of the purchase price agreed Term Credit, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); Subject to acceptance and recording thereof by Lender the Administrative Agent pursuant to paragraph (c) of this Section, from and such Assigneeafter the effective date specified in each Assignment and Assumption, such the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all of the rights and obligations of a Lender hereunder (under this Agreement, and under any and all other guarantiesthe assigning Lender thereunder shall, documents, instruments and agreements executed in connection herewith) 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 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 sale by such Lender of a participation in such rights and obligations have been assigned by Lender 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. 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 accordance with paragraph (d) of such informationthis Section.

Assignments by Lender. The Lender may, (a) at any time, without notice to or consent of the Borrower, assign to any 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, the parties agree that the Borrower has no obligation to consent to any assignment to a Competitor and that except as provided in the following sentence, after the declaration of an Event of Default, Borrower shall have the unrestricted no right at to receive prior notice of, or to approve or consent to any time or from time to time, and without Borrower's or Guarantors' consent, to assign assignment of all or any portion of the Lender’s Commitment. Notwithstanding any other provision of this Agreement, the Lender shall not, before or after the declaration of an Event of Default, assign all or a portion of the Lender’s Commitment to any Competitor without the Borrower’s prior written consent. The Lender and its rights and obligations under Assignee shall notify the Loan Borrower in writing of the date on which the assignment is to one be effective (the “Adjustment Date”). On or more banks or other financial institutions (eachbefore the Adjustment Date, an "Assignee")the Lender, and the Borrower and Guarantors agree that they the Assignee shall executeexecute and deliver a written assignment agreement in a form acceptable to the Lender, or cause which shall constitute an amendment to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem this Agreement to the extent necessary to effect the foregoingreflect such assignment. In addition, at Upon the request of the Lender and any such Assigneefollowing an assignment made in accordance with this Section 8.5, the Borrower shall issue one or more new promissory notes, as applicable, Notes to any such the Lender and its Assignee and, if Lender has retained any of its rights and obligations hereunder following reflecting such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, exchange for the liability evidenced existing Notes held by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender 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. 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 informationLender.

Assignments by Lender. Lender shall have the unrestricted right at any time or from time to time, and without Borrower's or Guarantors' consent, to may not assign all or any portion of its rights and obligations under this Agreement without the Loan to one or more banks or other financial institutions prior written consent of Borrower (each, an "Assignee"), and Borrower and Guarantors agree that they shall execute, or cause such consent not to be executedunreasonably withheld, conditioned or delayed); provided, that no such documents, instruments and agreements executed in connection herewith as Lender consent shall deem necessary be required with respect to effect the foregoing. In addition, at the request any assignment (i) to any Person who is an Affiliate of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, an Affiliated Fund of Lender; or (ii) to any such Assignee andPerson at any time an Event of Default has occurred and is continuing. Subject to the acceptance and recording thereof by Lxxxxx in the Register, if Lender has retained any from and after the effective date of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee assignee thereunder shall be a party to this Agreement and shall and, to the extent of the interest assigned, have all of the rights and obligations of Lender hereunder (under this Agreement, and under any and all other guarantiesthe assigning Lender thereunder shall, documents, instruments and agreements executed in connection herewith) to 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). In the event of any assignment by Lender 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. Any assignment or transfer by Lender of rights or obligations under this Agreement that does not comply with this Subsection 10.3.2 shall be treated for purposes of this Agreement as a sale by Lender of a participation in such rights and obligations have been assigned by Lender 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. 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 accordance with Subsection 10.3.3 of such informationthis Section 10.3.

Assignments by Lender. Without the prior written consent of Borrower (which may be withheld in Borrower’s reasonable discretion), Lender shall have the unrestricted right at any time or from time to time, and without Borrower's or Guarantors' consent, to may not assign all or any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan). For the avoidance of doubt, it would be reasonable for Borrower to withhold consent to any assignment or participation by Lender 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 one or more banks or other financial institutions (each, an "Assignee"this Section 10.04(a)(i), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, 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 only one set the Class A Manager, the Class B Manager, Lender and each of notes their respective affiliates have affirmative obligations in favor of the Borrower and other First Lien Loan Parties pursuant to certain agreements among such parties. Lender shall not take (or permit any affiliates to take) any action that could reasonably be outstanding at one timeexpected 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. Upon Notwithstanding the execution foregoing, subject to the operating agreements of the Lender and delivery 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 (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 appropriate assignment documentation, amendments this Agreement and any other documentation required by Lender in connection with such assignment, agreements relating to the Loan between the Borrower and the payment by Assignee of Class A Manager and its affiliates and provided further, in each case, the purchase price agreed assignee or successor is reasonably acceptable to by Lender and such Assigneethe Borrower with respect to the assignee’s or successor’s ability to perform those duties, such Assignee shall be a party to acts or obligations required under this Agreement and shall have all such other agreements, such acceptance or withholding of acceptance by the rights Borrower to be determined in a commercially reasonable and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Lender 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. 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 informationtimely manner.

Assignments by Lender. Lender Subject to as hereinafter provided, the Lenders shall have the unrestricted right at any time to assign to one or from time more assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, its obligations under the Revolving Loans and its rights and obligations with respect to timeLetters of Credit and the Sundry Credit Facilities) with the prior written consent of the Agent, and without Borrower's or Guarantors' consentwhich consent shall not be unreasonably withheld. Prior to the occurrence of an Event of Default which is continuing, to no Lender shall assign all or any portion of 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 Loan purposes of the ITA. Upon execution of an Assignment and Transfer Agreement (a) the assignee thereunder shall be a party hereto and, to one or more banks or other financial institutions (eachthe extent that rights and obligations hereunder have been assigned to it pursuant to such assignment, an "Assignee")have the rights and obligations of a Lender hereunder, and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as (b) a 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 applicableshall, to any such Assignee and, if Lender has retained any of the extent that its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender it pursuant to the assignment documentation between Lender such assignment, relinquish its rights and such Assignee, and Lender shall be released from its obligation obligations under this Agreement. Each of the Borrowers shall, if necessary, execute any documents reasonably required to effect the assignments. It shall be a condition of any assignment by any Lender hereunder that (i) if no Event of Default has occurred which is continuing, the amount being assigned shall not be less than the lesser of (x) $10,000,000, or (y) the entire interest of such Lender hereunder, (ii) such assignment shall be of a pro-rata portion of all of such assigning Lender’s Accommodations and thereunder 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 corresponding extent. Borrower shall furnish any information concerning Borrower in its possession from time condition to time to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such informationassignment.

Assignments by Lender. Without the prior written consent of Borrower (which may be withheld in Borrower’s reasonable discretion), Lender shall have the unrestricted right at any time or from time to time, and without Borrower's or Guarantors' consent, to may not assign all or any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan). For the avoidance of doubt, it would be reasonable for Borrower to withhold consent to any assignment or participation by Lender 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 one or more banks or other financial institutions (each, an "Assignee"this Section 10.04(a)(i), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, 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 only one set the Class A Manager, the Class B Manager, Lender and each of notes their respective affiliates have affirmative obligations in favor of the Borrower and other First Lien Loan Parties pursuant to certain agreements among such parties. Lender shall not take (or permit any affiliates to take) any action that could reasonably be outstanding at one timeexpected 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. Upon Notwithstanding the execution foregoing, subject to the operating agreements of the Lender and delivery 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 (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 appropriate assignment documentation, amendments this Agreement and any other documentation required by Lender in connection with such assignment, agreements relating to the Loan between the Borrower and the payment by Assignee of Class A Manager and its affiliates and provided further, in each case, the purchase price agreed assignee or successor is reasonably acceptable to by Lender and such Assigneethe Borrower with respect to the assignee’s or successor’s ability to perform those duties, such Assignee shall be a party to acts or obligations required under this Agreement and shall have all such other agreements, such acceptance or withholding of acceptance by the rights Borrower to be determined in a commercially reasonable and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder to a corresponding extenttimely manner. 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.- 95 -

Assignments by Lender. The Lender may, without notice to, or consent of, the Borrowers, sell, assign or transfer to or participate with any Person or Persons all or any part of the Obligations, 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 unrestricted right at any time or from time to time, and without Borrower's or Guarantors' consent, to assign all or any portion of its rights and obligations under the Loan to one or more banks or other financial institutions (each, 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, disclose to any such Assignee andactual or potential purchaser, if Lender has retained any of its rights assignee, transferee or participant all financial records, information, reports, financial statements and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender documents obtained in connection with 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 any of the other Financing Documents or otherwise. In the event of an assignment by the Lender, the Borrowers and the 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 hereunder (and under any its assignee and all other guaranties, documents, instruments and agreements executed in connection herewith) shall constitute an amendment to this Agreement to the extent that necessary to reflect such rights and obligations have been assigned by assignment. Upon the request of the Lender pursuant made in accordance with this Section, the Borrowers shall issue new Notes to the assignment documentation between Lender and its assignee reflecting such Assigneeassignment, in exchange for the Notes held by the Lender, and shall execute such additional documents as the Lender shall be released from may require to reflect the respective interests of the Lender and its obligation hereunder assignee in the Financing Documents and thereunder to a corresponding extent. Borrower shall furnish any information concerning Borrower in its possession from time to time to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such informationCollateral.

Assignments by Lender. Lender shall have the unrestricted right at any time or from time to time, at no cost or liability to Borrower or Guarantor, and without Borrower's ’s or Guarantors' ’ consent, to assign all or any portion of its rights and obligations under the Loan to one or more banks or other financial institutions assignees (each, an "“Assignee"”), and Borrower and Guarantors each Guarantor agree that they 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 liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender 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. Borrower shall respond to a reasonable request to furnish any 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, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. Prior to the occurrence of an Event of Default, the Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or entity without restriction.

Assignments by Lender. The Lender shall have the unrestricted right may at any time assign to one or from time to time, and without Borrower's or Guarantors' consent, to assign more assignees all or any a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Commitment and the Loans at the time owing to one it); provided that any such assignment shall be subject to the following conditions: (i) in the case of an assignment to an Affiliate of the Lender or more banks or other financial institutions an Approved Fund, no consent of any Loan Party shall be required; and (eachii) in any case not described in subsection (b)(i) of this Section, an "Assignee")no consent shall be required for any assignment except that, and the consent of the Borrower and Guarantors agree that they shall execute, or cause (such consent not to be executed, such documents, instruments unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, is continuing at the request time of such assignment or (2) such assignment is to an Affiliate of the Lender and any such Assignee, or an Approved Fund; provided that the Borrower shall issue one or more new promissory notes, as applicable, be deemed to have consented to any such Assignee and, if assignment unless it shall object thereto by written notice to the Lender has retained any within five (5) Business Days after having received notice thereof. From and after the effective date of its rights and obligations hereunder following such each assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee assignee thereunder shall be a party to this Agreement and shall and, to the extent of the interest assigned, have all of the rights and obligations of the Lender hereunder (under this Agreement, and under any and all other guarantiesthe Lender shall, documents, instruments and agreements executed in connection herewith) to the extent of the interest assigned, be released from its obligations under this Agreement (and, in the 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). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the new Lender. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations have been assigned by Lender 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. 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 accordance with subsection (d) of such informationthis Section.

Assignments by Lender. Lender shall may, without notice to or consent of Borrower, assign to any Person (each an "Assignee" and collectively, the "Assignees") all or a portion of the Commitment; provided, however, prior to any sale of the Loan, or any portion thereof, to an institution organized under the laws of a foreign jurisdiction, so long as no Event of Default exists and is continuing, Lender will provide notice to Borrower and Borrower will have the unrestricted right to approve or disapprove the sale which approval shall not be unreasonably withheld, conditioned, or delayed, and provided further, however, that the notice and consent right provided to Borrower in the foregoing clause will only apply to the sale of an interest in the Loan as part of a portfolio management sale by Lender, and not any sale of Lender itself. Lender and its Assignee shall notify Borrower in writing of the date on which the assignment is to be effective (the "Adjustment Date"). On or before the Adjustment Date, Lender, Borrower and the Assignee shall execute and deliver a written assignment agreement in a form acceptable to Lender, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of Lender following an assignment made in accordance with this Section 9.5, Borrower shall issue new Notes to Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by Lender. In addition, notwithstanding the foregoing, Lender may at any time or from time to time, and without Borrower's or Guarantors' consent, to assign pledge all or any portion of its Lender's rights and obligations under the Loan to one or more banks or other financial institutions (each, an "Assignee"), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge ofthis Agreement, the liability evidenced by Commitment or the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder Obligations to a corresponding extent. Borrower shall furnish any information concerning Borrower in its possession from time to time to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such informationFederal Reserve Bank.

Assignments by Lender. Lender Subject to as hereinafter provided, the Lenders shall have the unrestricted right at any time to assign to one or from time more assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, its obligations under the Revolving Loans and its rights and obligations with respect to timeLetters of Credit and the Sundry Credit Facilities) with the prior written consent of the Agent, and without Borrower's or Guarantors' consentwhich consent shall not be unreasonably withheld. Prior to the occurrence of an Event of Default which is continuing, to no Lender shall assign all or any portion of 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 Loan purposes of the ITA. Upon execution of an Assignment and Transfer Agreement (a) the assignee thereunder shall be a party hereto and, to one or more banks or other financial institutions (eachthe extent that rights and obligations hereunder have been assigned to it pursuant to such assignment, an "Assignee")have the rights and obligations of a Lender hereunder, and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as (b) a 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 applicableshall, to any such Assignee and, if Lender has retained any of the extent that its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender it pursuant to the assignment documentation between Lender such assignment, relinquish its rights and such Assignee, and Lender shall be released from its obligation obligations under this Agreement. The Borrower shall, if necessary, execute any documents reasonably required to effect the assignments. It shall be a condition of any assignment by any Lender hereunder that (i) if no Event of Default has occurred which is continuing, the amount being assigned shall not be less than the lesser of (x) $10,000,000, or (y) the entire interest of such Lender hereunder, (ii) such assignment shall be of a pro-rata portion of all of such assigning Lender's Accommodations and thereunder 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 corresponding extent. Borrower shall furnish any information concerning Borrower in its possession from time condition to time to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such informationassignment.

Assignments by Lender. Lender shall 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 unrestricted 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 not apply to a transfer to an Affiliate of Lender or as part of a merger or other extraordinary corporate action with respect to Lender. 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 or from time to time, and without Borrower's or Guarantors' consent, to assign pledge all or any portion of its Lender’s rights and obligations under the Loan to one or more banks or other financial institutions (each, an "Assignee"), and Borrower and Guarantors agree that they shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge ofthis Agreement, the liability evidenced by Commitment or the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment; provided, however, that only one set of notes shall be outstanding at one time. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with 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 connection herewith) to the extent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder Obligations to a corresponding extent. Borrower shall furnish any information concerning Borrower in its possession from time to time to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such informationFederal Reserve Bank.