Common use of Assignments by Lender Clause in Contracts

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 rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to an assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such assignment agreement, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance of the Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note for cancellation, and thereupon the Borrower shall issue and deliver new Note, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new outstanding Loans of the assignee and/or the assigning Lender. Notwithstanding anything to the contrary in this Agreement, the Lender shall not assign or transfer (including by way of participation) any of its rights or benefits under this Agreement to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Register.

Assignments by Lender. The Without the prior written consent of Borrower (which may be withheld in Borrower’s reasonable discretion), Lender may at not assign all or any time assign or transfer any portion of its rights or benefits 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 Eligible Assignee. On adverse consequence on the effective date of Borrower resulting from, among other things, that such assignment: assignment or participation (i) requires the assignee thereunder shall have consent of any member of SLS Tranche 1 Lender, LLC or is not expressly permitted by the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to an assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; Operating Agreement, or (ii) requires consent under or violates the assigning Lender thereunder shallEB-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 extent Loan shall be deemed an assignment of the Loan that rights is subject to this Section 10.04(a)(i), 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 the Class A Manager, the Class B Manager, Lender and each of their respective affiliates have affirmative obligations hereunder have been assigned thereby in favor of the Borrower and other First Lien Loan Parties pursuant to certain agreements among such assignment agreement, relinquish its rights parties. Lender shall not take (or permit any affiliates to take) any action that could reasonably be expected to result in any diminution of obligations on the part of the parties (other than any rights which survive the termination hereofBorrower) and be released from its obligations hereunder; (iii) if any to such assignment occurs after the issuance other agreements or result in a violation of the Note hereunderEB-5 Immigrant Investor Program. Notwithstanding the foregoing, subject to the operating agreements of the Lender and the management agreement to which it is a party, the assigning Class A Manager may transfer its interests in the Lender shallto 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, upon provided, in each case, the effectiveness of such assignment assignee or as promptly thereafter as practicable, surrender its Note for cancellation, and thereupon the Borrower shall issue and deliver new Note, if so requested successor agrees to be bound 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 terms and provisions of the assignee and/or the assigning Lender. Notwithstanding anything this Agreement and any other agreements relating to the contrary in this Agreement, the Lender shall not assign or transfer (including by way of participation) any of its rights or benefits under this Agreement to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Loan between the Borrower and the Lender shall treat Class A Manager and its affiliates and provided further, in each Person whose name case, the assignee or successor is recorded in the Register pursuant reasonably acceptable to the terms hereof as a Lender hereunder for all purposes Borrower with respect to the assignee’s or successor’s ability to perform those duties, acts or obligations required under this Agreement and such other agreements, such acceptance or withholding of this Agreement. The Register shall be available for inspection acceptance by the Lender at any Borrower to be determined in a commercially reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Registertimely manner.

Assignments by Lender. The Lender may, without notice to or consent of Borrower, assign to any Person (each an "Assignee" and collectively, the "Assignees") all or a portion of the Commitment; provided, however, prior to any sale of the Loan, or any portion thereof, to an institution organized under the laws of a foreign jurisdiction, so long as no Event of Default exists and is continuing, Lender will provide notice to Borrower and Borrower will have the right to approve or disapprove the sale which approval shall not be unreasonably withheld, conditioned, or delayed, and provided further, however, that the notice and consent right provided to Borrower in the foregoing clause will only apply to the sale of an interest in the Loan as part of a portfolio management sale by Lender, and not any sale of Lender itself. Lender and its Assignee shall notify Borrower in writing of the date on which the assignment is to be effective (the "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 assign pledge all or transfer any portion of its Lender's rights or benefits under this Agreement to an Eligible Assignee. On the effective date of such assignment: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to an assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such assignment agreement, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance of the Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or 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 Commitment or transfer (including by way of participation) any of its rights or benefits under this Agreement the Obligations to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the RegisterFederal Reserve Bank.

Assignments by Lender. The Without the prior written consent of Borrower (which may be withheld in Borrower’s reasonable discretion), Lender may at not assign all or any time assign or transfer any portion of its rights or benefits 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 Eligible Assignee. On adverse consequence on the effective date 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: assignment or participation (i) requires the assignee thereunder shall have consent of any member in the rights and obligations of a “SLS Lender” hereunder to , LLC or is not expressly permitted by 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; Operating Agreement, or (ii) requires consent under or violates the assigning EB-5 Immigrant Investor Program or result in any adverse effect on Borrower. Any transfer of any interest held by ADF in Lender thereunder shallor SLS Lender Manager, LLC, a Delaware limited liability company, shall be deemed an assignment of the Loan that is subject to this Section 10.04(a)(i). Lender acknowledges that ADF and Lender have affirmative obligations in favor of the Borrower and other First Lien Loan Parties pursuant to the extent Letter of Intent. Lender shall not take (or permit any affiliates to take) any action that rights and could reasonably be expected to result in any diminution of obligations hereunder have been assigned thereby pursuant to such assignment agreement, relinquish its rights (other than any rights which survive on the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after part of ADF under the issuance Letter of Intent or result in a violation of the Note hereunderEB-5 Immigrant Investor Program. Notwithstanding the foregoing, ADF may transfer its interests in 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 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 such assigning LenderADF pursuant to a merger or consolidation, with appropriate insertionsprovided, to reflect the new outstanding Loans of in each case, the assignee and/or or successor agrees to be bound by the assigning Lender. Notwithstanding anything terms and provisions of this Agreement and the Letter of Intent and provided further, in each case, the assignee or successor is reasonably acceptable to the contrary in this AgreementBorrower with respect to the assignee’s or successor’s ability to perform those duties, the Lender shall not assign acts or transfer (including by way of participation) any of its rights or benefits obligations required under this Agreement to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes Letter of this Agreement. The Register shall be available for inspection Intent, such acceptance or withholding of acceptance by the Lender at any Borrower to be determined in a commercially reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Registertimely manner.

Assignments by Lender. The Lender may may, (a) at any time time, without notice to or consent of the Borrower, assign to any Acceptable Financial Institution or transfer 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 rights or benefits under this Agreement consent to an Eligible Assignee. On assignment, provided, however, the effective date 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 such assignment: (i) the assignee thereunder an Event of Default, Borrower shall have the rights and obligations no right to receive prior notice of, or to approve or consent to any assignment 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 or any rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance portion 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’s Commitment. Notwithstanding anything to the contrary in any other provision of this Agreement, the Lender shall not not, before or after the declaration of an Event of Default, assign all 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 portion of the Lender, ’s Commitment to any Competitor without the Borrower’s prior written consent. The Lender and principal amounts (and stated interest) its Assignee shall notify the Borrower in writing of the Loans owing to, date on which the Lender pursuant assignment is to the terms hereof from time to time be effective (the “RegisterAdjustment Date”). The entries in On or before the Register shall be conclusive absent manifest errorAdjustment Date, and the Lender, the Borrower and the Lender Assignee shall treat each Person whose name is recorded execute and deliver a written assignment agreement in the Register pursuant a form acceptable to the terms hereof as a Lender, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of the Lender hereunder following an assignment made in accordance with this Section 8.5, the Borrower shall issue new Notes to the Lender and its Assignee reflecting such assignment, in exchange for all purposes of this Agreement. The Register shall be available for inspection the existing Notes held by the Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the RegisterLender.

Assignments by Lender. The Lender may Subject to as hereinafter provided, the Lenders shall have the right at any time to assign to one or transfer any more assignees all or a portion of its rights or benefits and obligations under this Agreement (including, without limitation, its obligations under the Revolving Loans and its rights and obligations with respect to Letters of Credit and the Sundry Credit Facilities) with the prior written consent of the Agent, which consent shall not be unreasonably withheld. Prior to the occurrence of an Event of Default which is continuing, no Lender shall assign all or 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 Eligible Assigneeassignee which is a non-resident of Canada for the purposes of the ITA. On the effective date Upon execution of such assignment: an Assignment and Transfer Agreement (ia) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to an assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shalland, to the extent that rights and obligations hereunder have been assigned thereby to it pursuant to such assignment agreementassignment, have the rights and obligations of a Lender hereunder, and (b) a Lender shall, to the extent that its rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations under this Agreement. Each of the Borrowers shall, if necessary, execute any documents reasonably required to effect the assignments. It shall be a condition of any assignment by any Lender hereunder that (i) if no Event of Default has occurred which is continuing, the amount being assigned shall not be less than the lesser of (x) $10,000,000, or (y) the entire interest of such Lender hereunder; , (ii) such assignment shall be of a pro-rata portion of all of such assigning Lender’s Accommodations and commitments hereunder, (iii) if any the parties to such assignment occurs after shall execute and deliver to the issuance of the Note hereunder, Agent an Assignment and Transfer Agreement and (iv) the assigning Lender shall, upon hereunder shall pay the effectiveness Agent an assignment fee of such assignment or as promptly thereafter as practicable, surrender its Note for cancellation, and thereupon the Borrower shall issue and deliver new Note, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new outstanding Loans of the assignee and/or the assigning Lender. Notwithstanding anything to the contrary in this Agreement, the Lender shall not assign or transfer (including by way of participation) any of its rights or benefits under this Agreement to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof XXXXX as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Lender at condition to any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Registersuch assignment.

Assignments by Lender. The Lender may, without notice to or consent of Borrowers, assign to any Person (each an “Assignee” and collectively, the “Assignees”) all or a portion of the Commitment; provided, however, prior to any sale of the Loan, or any portion thereof, to an institution organized under the laws of a foreign jurisdiction, so long as no Event of Default exists and is continuing, Lender will provide notice to Borrowers and Borrowers will have the right to approve or disapprove the sale which approval shall not be unreasonably withheld, conditioned, or delayed, and provided further, however, that the notice and consent right provided to Borrowers in the foregoing clause will 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 assign pledge all or transfer any portion of its Lender’s rights or benefits under this Agreement to an Eligible Assignee. On the effective date of such assignment: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to an assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such assignment agreement, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance of the Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or 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 Commitment or transfer (including by way of participation) any of its rights or benefits under this Agreement the Obligations to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the RegisterFederal Reserve Bank.

Assignments by Lender. The Any Lender may at any time assign to any Person that is not a Disqualified Lender or transfer Defaulting Lender (or, if an Event of Default has occurred and is continuing, to any Person that is not a Defaulting Lender) all or a portion of its rights or benefits 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 no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and no such assignment shall be made without the prior written consent of the Administrative Agent, not to be unreasonably withheld, conditioned or delayed; provided that no such assignment shall be made without the prior written consent of the Borrower, not to be unreasonably withheld, conditioned or delayed, unless (x) an Eligible Assignee. On Event of Default has occurred and is continuing at the effective date time of such assignment or (y) such assignment is to (A) a Lender or an Affiliate of a Lender or such Lender’s or Affiliate’s managed funds or accounts or (B) an Approved Lender; provided, further 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. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment: (i) from and after the date such Assignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a “Lender” hereunder to the extent such rights Lender under this Agreement and obligations hereunder have been assigned to it pursuant to an assignment agreement the other Loan Documents, and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) correspondingly the assigning Lender thereunder shall, to the extent that rights of the interest assigned by such Assignment and obligations hereunder have been assigned thereby pursuant to such assignment agreementAssumption, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; under this Agreement (iii) if any such assignment occurs after and, in the issuance case of an Assignment and Assumption covering all of the Note hereunderLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e). If an assignee is not a Lender, the assigning Lender shall, upon assignee shall provide 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 Administrative Agent with all “know your customer” documents 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 Administrative Agent pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, anti-money laundering rules and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Registerregulations.

Assignments by Lender. The Lender may at any time 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 its rights the Obligations, and each such Person or benefits under this Agreement to an Eligible Assignee. On the effective date of such assignment: (i) the assignee thereunder Persons shall have the rights right to enforce the provisions of this Agreement and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to an assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such assignment agreement, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance of the Note hereunder, other Financing Documents as fully as 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, provided that the Lender shall continue to such assignee and/or have the unimpaired right to such assigning Lender, with appropriate insertions, to reflect enforce the new outstanding Loans provisions of this Agreement and any of the assignee and/or other Financing Documents as to so much of the assigning LenderObligations that the Lender has not sold, assigned or transferred. Notwithstanding anything to In connection with the contrary in this Agreementforegoing, the Lender shall not assign have the right to disclose to any such actual or transfer (including by way of participation) potential purchaser, assignee, transferee or participant all financial records, information, reports, financial statements and documents obtained in connection with this Agreement and any of its rights the other Financing Documents or benefits otherwise. Notwithstanding the foregoing, the Lender agrees that if at any time the Lender assigns all or any portion of the Obligations and the Commitments to any Person (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 consent of any such assignee, the Borrowers shall have a period of ninety (90) days after Notice of any such actual or proposed assignment from the Lender to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) Borrowers, which Notice shall identify the actual or proposed assignee and the amount of the CodeObligations and Commitments assigned, to prepay all of the Obligations and terminate the Commitment and the Lender agrees that no Early Termination Fee shall be payable in connection with any such prepayment of the Obligations and termination of the Commitments. The Borrower shall maintain a register for the recordation foregoing rights of the name and address Borrowers which arise upon an assignment of any of the Obligations and/or the Commitment to any Person (other than an Affiliate of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant shall not apply to the terms hereof from time sale of a participation interest to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the RegisterPerson.

Assignments by Lender. The Lender may Subject to as hereinafter provided, the Lenders shall have the right at any time to assign to one or transfer any more assignees all or a portion of its rights or benefits and obligations under this Agreement (including, without limitation, its obligations under the Revolving Loans and its rights and obligations with respect to Letters of Credit and the Sundry Credit Facilities) with the prior written consent of the Agent, which consent shall not be unreasonably withheld. Prior to the occurrence of an Event of Default which is continuing, no Lender shall assign all or 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 Eligible Assigneeassignee which is a non-resident of Canada for the purposes of the ITA. On the effective date Upon execution of such assignment: an Assignment and Transfer Agreement (ia) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to an assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shalland, to the extent that rights and obligations hereunder have been assigned thereby to it pursuant to such assignment agreementassignment, have the rights and obligations of a Lender hereunder, and (b) a Lender shall, to the extent that its rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance of the Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note for cancellation, and thereupon the Borrower shall issue and deliver new Note, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new outstanding Loans of the assignee and/or the assigning Lender. Notwithstanding anything to the contrary in this Agreement, the Lender shall not assign or transfer (including by way of participation) any of its rights or benefits under this Agreement to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register Borrower shall, if necessary, execute any documents reasonably required to effect the assignments. It shall be available for inspection 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 at any reasonable time hereunder, (ii) such assignment shall be of a pro-rata portion of all of such assigning Lender's Accommodations and from time commitments hereunder, (iii) the parties to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change such assignment shall execute and deliver to the Loan Documents is pending, Agent an Assignment and Transfer Agreement and (iv) the assigning Lender may request and receive from hereunder shall pay the Borrower Agent an assignment fee of […] as a copy of the Registercondition to any such assignment.

Assignments by Lender. The Lender may 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 or Guarantors’ consent, to assign all or transfer any portion of its rights and obligations under the Loan to one or more assignees (each, an “Assignee”), and Borrower and each Guarantor agree that it shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall reasonably deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights or benefits under 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. 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 to an Eligible Assignee. On the effective date of such assignment: (i) the assignee thereunder and shall have all of the rights and obligations of a “Lender” 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 hereunder have been assigned to it by Lender pursuant to an the assignment agreement documentation between Lender and such Assignee, and Lender shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such assignment agreement, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance of the Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note for cancellation, obligation hereunder and thereupon the thereunder to a corresponding extent. 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 respond to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The reasonable request to furnish information concerning 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 in its possession from time to time (but not more than three times during the “Register”)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. The entries in Prior to the Register occurrence of an Event of Default, the Assignee shall be conclusive absent manifest error, and an Eligible Institution. After the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes occurrence of this Agreement. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pendingan Event of Default, the Lender assignee may request and receive from the Borrower a copy of the Register.be any person or entity without restriction. Back to Contents

Assignments by Lender. The Any Lender may at any time assign to one or transfer more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights or benefits 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 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 AssigneeTransferee 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. On At the effective request of the Borrower, the Oaktree Lender agrees to assign to any Person identified to the Administrative Agent in writing prior to the Closing Date (or, with respect to any other Person (such Person to be reasonably acceptable to the Oaktree Lender), to use its commercially reasonable efforts to assign) within forty-five (45) days from the date hereof (subject to applicable Law) no more than $40,000,000 aggregate principal amount of Loans and Commitments pro rata across the respective Tranches of Loans and Applicable Commitments then outstanding to a party who has provided the Royalty Interest Financing for a purchase price equal to the Oaktree Lender’s valuation of the Loans plus accrued and unpaid interest on the Loans so assigned to the date of such assignment and such assignment shall be on customary LSTA terms (except such assignment shall be on a non-recourse basis to the Oaktree Lender). Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment: (i) from and after the date such Assignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a “Lender” hereunder to the extent such rights Lender under this Agreement and obligations hereunder have been assigned to it pursuant to an assignment agreement the other Loan Documents, and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) correspondingly the assigning Lender thereunder shall, to the extent that rights of the interest assigned by such Assignment and obligations hereunder have been assigned thereby pursuant to such assignment agreementAssumption, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; under this Agreement (iii) if any such assignment occurs after and, in the issuance case of an Assignment and Assumption covering all 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, Lender’s rights 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 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 shall not assign or transfer (including by way of participation) any of its rights or benefits obligations under this Agreement to a Person who is that does not a “United States person” within the meaning of comply with this Section 7701(a)(314.05(b) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder treated for all purposes of this Agreement. The Register shall be available for inspection Agreement as a sale by the such Lender at any reasonable time of a participation in such rights and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Registerobligations in accordance with Section 14.05(e).

Assignments by Lender. The Lender may at may, without notice to or consent of Borrower, assign to any time assign or transfer any of its rights or benefits under this Agreement to Person (each an Eligible “Assignee. On the effective date of such assignment: (i) the assignee thereunder shall have the rights ” and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to an assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such assignment agreement, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance of the Note hereundercollectively, the assigning Lender shall“Assignees”) all or a portion of Lender’s Commitment; provided, upon however, that the effectiveness consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the 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 promptly thereafter as practicablemutually 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, surrender its Note for cancellationLender, Borrower and thereupon 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 7.5, Borrower shall issue new Notes to Lender and deliver new Noteits Assignee reflecting such assignment, 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 exchange for the recordation of the name and address of the existing Notes held by Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Register.

Assignments by Lender. The Without the prior written consent of Borrower (which may be withheld in Borrower’s reasonable discretion), Lender may at not assign all or any time assign or transfer any portion of its rights or benefits 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 Eligible Assignee. On adverse consequence on the effective date of Borrower resulting from, among other things, that such assignment: assignment or participation (i) requires the assignee thereunder shall have consent of any member of SLS Tranche 1 Lender, LLC or is not expressly permitted by the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to an assignment agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; Operating Agreement, or (ii) requires consent under or violates the assigning Lender thereunder shallEB-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 extent Loan shall be deemed an assignment of the Loan that rights is subject to this Section 10.04(a)(i), 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 the Class A Manager, the Class B Manager, Lender and each of their respective affiliates have affirmative obligations hereunder have been assigned thereby in favor of the Borrower and other First Lien Loan Parties pursuant to certain agreements among such assignment agreement, relinquish its rights parties. Lender shall not take (or permit any affiliates to take) any action that could reasonably be expected to result in any diminution of obligations on the part of the parties (other than any rights which survive the termination hereofBorrower) and be released from its obligations hereunder; (iii) if any to such assignment occurs after the issuance other agreements or result in a violation of the Note hereunderEB-5 Immigrant Investor Program. Notwithstanding the foregoing, subject to the operating agreements of the Lender and the management agreement to which it is a party, the assigning Class A Manager may transfer its interests in the Lender shallto 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, upon provided, in each case, the effectiveness of such assignment assignee or as promptly thereafter as practicable, surrender its Note for cancellation, and thereupon the Borrower shall issue and deliver new Note, if so requested successor agrees to be bound 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 terms and provisions of the assignee and/or the assigning Lender. Notwithstanding anything this Agreement and any other agreements relating to the contrary in this Agreement, the Lender shall not assign or transfer (including by way of participation) any of its rights or benefits under this Agreement to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Loan between the Borrower and the Lender shall treat Class A Manager and its affiliates and provided further, in each Person whose name case, the assignee or successor is recorded in the Register pursuant reasonably acceptable to the terms hereof as a Lender hereunder for all purposes Borrower with respect to the assignee’s or successor’s ability to perform those duties, acts or obligations required under this Agreement and such other agreements, such acceptance or withholding of this Agreement. The Register shall be available for inspection acceptance by the Lender at any Borrower to be determined in a commercially reasonable time and from time to time upon reasonable prior noticetimely manner. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Register.- 95 -

Assignments by Lender. The Any Lender may at any time assign to one or transfer more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or 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 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, not to be unreasonably withheld, conditioned or delayed. The consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to an Eligible Transferee); provided that the Borrower shall be 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 rights managed funds or benefits under this Agreement accounts or (y) any Affiliate of the foregoing. Subject to an Eligible Assignee. On the effective recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) from and after the date of such assignment: (i) Assignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a “Lender” hereunder to the extent such rights Lender under this Agreement and obligations hereunder have been assigned to it pursuant to an assignment agreement the other Loan Documents, and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) correspondingly the assigning Lender thereunder shall, to the extent that rights of the interest assigned by such Assignment and obligations hereunder have been assigned thereby pursuant to such assignment agreementAssumption, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; under this Agreement (iii) if any such assignment occurs after and, in the issuance case of an Assignment and Assumption covering all 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, Lender’s rights 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 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 shall not assign or transfer (including by way of participation) any of its rights or benefits obligations under this Agreement to a Person who is that does not a “United States person” within the meaning of comply with this Section 7701(a)(314.05(b) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder treated for all purposes of this Agreement. The Register shall be available for inspection Agreement as a sale by the such Lender at any reasonable time of a participation in such rights and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Registerobligations in accordance with Section 14.05(e).

Assignments by Lender. The Lender may 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 or Guarantors’ consent, to assign all or transfer any portion of its rights and obligations under the Loan to one or more assignees (each, an “Assignee”), and Borrower and each Guarantor agree that it shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall reasonably deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights or benefits under 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. 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 to an Eligible Assignee. On the effective date of such assignment: (i) the assignee thereunder and shall have all of the rights and obligations of a “Lender” 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 hereunder have been assigned to it by Lender pursuant to an the assignment agreement documentation between Lender and such Assignee, and Lender shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such assignment agreement, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; (iii) if any such assignment occurs after the issuance of the Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note for cancellation, obligation hereunder and thereupon the thereunder to a corresponding extent. 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 respond to a Person who is not a “United States person” within the meaning of Section 7701(a)(3) of the Code. The reasonable request to furnish information concerning 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 in its possession from time to time (but not more than three times during the “Register”)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. The entries in Prior to the Register occurrence of an Event of Default, the Assignee shall be conclusive absent manifest error, and an Eligible Institution. After the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes occurrence of this Agreement. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pendingan Event of Default, the Lender assignee may request and receive from the Borrower a copy of the Registerbe any person or entity without restriction.

Assignments by Lender. The Any Lender may at any time assign to one or transfer more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights or benefits 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 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 AssigneeTransferee 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. On At the effective request of the Borrower, the Oaktree Lender agrees to assign to any Person identified to the Administrative Agent in writing prior to the Closing Date (or, with respect to any other Person (such Person to be reasonably acceptable to the Oaktree Lender), to use its commercially reasonable efforts to assign) within forty-five (45) days from the date hereof (subject to applicable Law) no more than $40,000,000 aggregate principal amount of Loans and Commitments pro rata across the respective Tranches of Loans and Applicable Commitments then outstanding to a party who has provided the Royalty Interest Financing for a purchase price equal to the Oaktree Lender’s valuation of the Loans plus accrued and unpaid interest on the Loans so assigned to the date of such assignment and such assignment shall be on customary LSTA terms (except such assignment shall be on a non-recourse basis to the Oaktree Lender). Subject to the recording thereof by the Administrative Agent pursuant to Section ‎14.05(d), and to receipt by the Administrative Agent of a processing and recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment: (i) from and after the date such Assignment and Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a “Lender” hereunder to the extent such rights Lender under this Agreement and obligations hereunder have been assigned to it pursuant to an assignment agreement the other Loan Documents, and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) correspondingly the assigning Lender thereunder shall, to the extent that rights of the interest assigned by such Assignment and obligations hereunder have been assigned thereby pursuant to such assignment agreementAssumption, relinquish its rights (other than any rights which survive the termination hereof) and be released from its obligations hereunder; under this Agreement (iii) if any such assignment occurs after and, in the issuance case of an Assignment and Assumption covering all 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, Lender’s rights 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 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 shall not assign or transfer (including by way of participation) any of its rights or benefits obligations under this Agreement to a Person who is that does not a “United States person” within the meaning of comply with this Section 7701(a)(3‎14.05(b) of the Code. The Borrower shall maintain a register for the recordation of the name and address of the Lender, and principal amounts (and stated interest) of the Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder treated for all purposes of this Agreement. The Register shall be available for inspection Agreement as a sale by the such Lender at any reasonable time of a participation in such rights and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, the Lender may request and receive from the Borrower a copy of the Registerobligations in accordance with Section ‎14.05(e).