Common use of Successors and Assigns, etc Clause in Contracts

Successors and Assigns, etc. This Agreement shall be binding upon the Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns; provided, however, that the Borrower shall not transfer or assign any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of the Lender which consent shall not be unreasonably withheld, delayed or conditioned. The Borrower acknowledges and agrees that Lender may assign, mortgage, or otherwise transfer its interest hereunder to others (“Assignees”) without any consent of the Borrower, provided however, that the Borrower will be notified of the assignment. The Borrower and the Lender agree that upon such assignment, the Borrower (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by the Lender; (ii) shall promptly pay all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit this Agreement so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of the Lender under this Agreement; (v) shall not terminate or attempt to terminate this Agreement on account of any default by the Lender; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.

Successors and Assigns, etc. This Agreement shall be binding upon the Borrower Applicant and its successors and assigns when executed and delivered by Applicant, and shall inure to the benefit of the Lender and be enforceable by Issuer and its successors and assigns; provided, however, assigns (regardless of whether Issuer executes and delivers this Agreement). Applicant agrees that delivery of a signed copy or signature page of this Agreement by any electronic means that reproduces an image of the Borrower signed signature page shall be as effective as delivery of a manually signed original of this Agreement. Applicant shall not transfer or otherwise assign any of its rights or obligations hereunder under this Agreement without Issuer’s prior written consent. Issuer shall not transfer or otherwise assign its rights and obligations under any of the other Loan Documents this Agreement, in whole or in part, without the prior written consent of Applicant, such consent not to be unreasonably withheld and not to be required if an Event of Default has occurred and is continuing; provided, that Applicant shall have a consent right over any assignment to a “direct competitor” of Applicant identified to Issuer prior to the Lender which date hereof and as may thereafter be agreed in writing between Applicant and Issuer acting reasonably. Issuer may grant participations in its rights and obligations under this Agreement or the Credit, in whole or in part, without the consent of Applicant; provided, that (i) Issuer’s obligations under this Agreement shall remain unchanged, (ii) Issuer shall remain solely responsible to Applicant for the performance of such obligations, (iii) Applicant shall continue to deal solely and directly with Issuer in connection with Issuer’s rights and obligations under this Agreement, and (iv) Applicant shall have a consent right over any participation to a “direct competitor” of Applicant identified to Issuer prior to the date hereof and as may thereafter be agreed in writing between Applicant and Issuer acting reasonably. This Agreement shall not be unreasonably withheldconstrued to confer any right or benefit upon any Person other than Issuer, delayed or conditioned. The Borrower acknowledges the Indemnified Parties and agrees Applicant and their respective successors and permitted assigns, and no such Person shall be deemed a third-party beneficiary hereof, except that Lender Applicant’s obligations under Sections 5 and 19 may assign, mortgage, or otherwise transfer its interest hereunder to others (“Assignees”) without any consent be enforced directly against Applicant by a participant; provided that such enforcement shall not increase the amount of the Borrower, provided however, that the Borrower will be notified of the assignment. The Borrower and the Lender agree that upon such assignment, the Borrower (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by the Lender; (ii) shall promptly pay all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit this Agreement so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of the Lender under this Agreement; (v) shall not terminate or attempt to terminate this Agreement on account of any default by the Lender; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described hereinObligations.

Successors and Assigns, etc. This (a) The provisions of this Agreement shall be binding upon the Borrower and its successors and assigns and shall inure to the benefit of the Lender parties hereto and its their respective successors and assigns; providedassigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), howeverexcept that (i) except as provided in Section 6.03, that the Borrower shall may not assign or otherwise transfer or assign any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of each Lender (and any attempted assignment or transfer by the Lender which Borrower without such consent shall not be unreasonably withheld, delayed or conditioned. The Borrower acknowledges null and agrees that void) and (ii) no Lender may assign, mortgage, assign or otherwise transfer its interest rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to others confer upon any Person (“Assignees”other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) without any consent of this Section) and, to the extent expressly contemplated hereby, the sub-agents of the BorrowerAdministrative Agent, provided howeverthe other Agents, that any Indemnified Person, the Borrower will be notified Related Parties of each of the assignment. The Borrower Agents, the Indemnified Persons, the Issuing Banks and the Lender agree that upon such assignmentLenders) any legal or equitable right, the Borrower remedy or claim under or by reason of this Agreement. (b) (i) shall acknowledge such assignment Subject to the conditions set forth in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by the Lender; clause (ii) shall promptly pay ), any Lender may assign to one or more Eligible Assignees all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit a portion of its rights and obligations under this Agreement so assigned (including all or a portion of its Commitment and the Loans at the time owing to be amended or the terms thereof waived without it) with the prior written consent of (A) the AssigneesBorrower (such consent not to be unreasonably withheld); provided that no consent of the Borrower shall be required for an assignment (iv1) by a Term Lender to any Term Lender or an Affiliate of any Term Lender, (2) by a Term Lender to an Approved Fund of any Term Lender, (3) by a Revolving Lender (I) to any other existing Revolving Lender or (II) to any Person that is an Affiliate of any Revolving Lender provided that such Person is at least as creditworthy as the Revolving Lender assigning its rights and obligations under this Agreement (each such Affiliate, a “Permitted Revolving Lender Affiliate Transferee”) or (4) if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing with respect to the Borrower; provided further that the Borrower shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with applicable law, 238 #97964454v4 #97964454v11 Holdings or the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority, (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment of a Term Loan to an Affiliate or Approved Fund of any Term Lender or of a Revolving Commitment to any other existing Revolving Lender or to any Permitted Revolving Lender Affiliate Transferee and (C) each Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld or delayed); provided that no consent of any Issuing Bank or the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan or Initial Term Loan Commitment. Notwithstanding anything in this Section 9.04 to the contrary, if any Person the consent of which is required by this paragraph with respect to any assignment of Term Loans has not given the Administrative Agent written notice of its objection to such assignment within 10 Business Days (after receipt of written notice to such Person, such Person shall be deemed to have consented to such assignment; provided, that this sentence shall not apply to the Borrower with respect to any assignment of Revolving Commitments and/or Revolving Loans. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than in the case of a Revolving Loan or Revolving Commitment, $1,000,000 (and integral multiples of $1,000,000 in excess thereof) or, in the case of a Term Loan $1,000,000 (and integral multiples of $1,000,000 in excess thereof), unless the Borrower and the Administrative Agent otherwise consent (such consent not to be unreasonably withheld or delayed), (B) 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, provided that this subclause (B) shall not be construed to prohibit assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (which shall include a representation by the assignee that it is not a Disqualified Lender or an Affiliate of a Disqualified Lender (so long as the list of Disqualified Lenders (other than any Person that is a Disqualified Lender pursuant to clause (iii)(y) and (z) of the definition thereof) has been made available to all Lenders party to such assignment following the reasonable written request therefore with such written request being concurrently delivered to the Borrower)), together (unless waived by the Administrative Agent) with a processing and recordation fee of $3,500 (which shall not be required in connection with any assignment by PSP to one of its Affiliates), provided that assignments made pursuant to Section 2.19, Section 2.24(h) or Section 9.02(c) shall not require the Assignees to perform any obligations signature of the assigning Lender under this Agreementto become effective; (v) provided further that such recordation fee shall not terminate be payable in the case of assignments of Term Loans to or attempt by any Joint Bookrunner or Affiliate thereof in connection with the primary syndication thereof or pursuant to terminate this Agreement on account arrangements directly related to such primary syndication contemplated as of the Effective Date, (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any default tax forms required by Section 2.17(e), all “know your customer” documents requested by the Lender; Administrative Agent pursuant to anti-money laundering rules and regulations, including, but not limited to, the USA PATRIOT Act, and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (viwhich may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.will

Successors and Assigns, etc. This (a) The provisions of this Agreement shall be binding upon the Borrower and its successors and assigns and shall inure to the benefit of the Lender parties hereto and its their respective successors and assigns; providedassigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), howeverexcept that (i) except as provided in Section 6.03, that the Borrower shall may not assign or otherwise transfer or assign any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of each Lender (and any attempted assignment or transfer by the Lender which Borrower without such consent shall not be unreasonably withheld, delayed or conditioned. The Borrower acknowledges null and agrees that void) and (ii) no Lender may assign, mortgage, assign or otherwise transfer its interest rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to others confer upon any Person (“Assignees”other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) without any consent of this Section) and, to the extent expressly contemplated hereby, the sub-agents of the BorrowerAdministrative Agent, provided howeverthe other Agents, that any Indemnified Person, the Borrower will be notified Related Parties of each of the assignment. The Borrower Agents, the Indemnified Persons, the Issuing Banks and the Lender agree that upon such assignmentLenders) any legal or equitable right, the Borrower remedy or claim under or by reason of this Agreement. (b) (i) shall acknowledge such assignment Subject to the conditions set forth in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by the Lender; clause (ii) shall promptly pay ), any Lender may assign to one or more Eligible Assignees all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit a portion of its rights and obligations under this Agreement so assigned (including all or a portion of its Commitment and the Loans at the time owing to be amended or the terms thereof waived without it) with the prior written consent of (A) the AssigneesBorrower (such consent not to be unreasonably withheld); (iv) shall not require the Assignees to perform any obligations provided that no consent of the Borrower shall be required for an assignment (1) by a Term Lender under this Agreement; (v) shall not terminate to any Term Lender or attempt to terminate this Agreement on account an Affiliate of any default by the Lender; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.Term 199 US-DOCS\115047431.4

Successors and Assigns, etc. This Agreement shall be binding upon the Borrower and its successors and assigns and shall inure inures to the benefit of and binds the Lender parties hereto and its their respective successors and assigns, and the words "Borrower", “Obligors”, and "Lender" whenever occurring herein shall be deemed to include such respective successors and assigns. However, except as specifically provided in Sections 3(b, 3(k) ) and the a sale of the Mortgaged Property and the corresponding and simultaneous payment by the Borrower to the Lender of the Aggregate Debt, all amounts due under the Note and all other monetary sums owed by Borrower to Lender under the Loan Documents all as determined by the Lender, Borrower shall not voluntarily, or by operation of law, assign or transfer any interest which it may have under this Agreement or convey the Mortgaged Property, or any part thereof, without the prior written approval of Lender. Lender may assign or otherwise transfer the Loan and any or all of the Loan Documents to any other person, and such other person shall thereupon become vested with all of the benefits in respect thereof granted to Lender herein or otherwise without the consent of or notice to Borrower. Notwithstanding anything to the contrary herein, Lender shall have the right to sell participations in the Loan or assign the Loan in its entirety to any other persons or entities without the consent of or notice to Borrower, provided that Lender shall not sell participations or assign the Loan to (i) persons or entities, excluding however, any lenders and non-institutional lenders (ii) who are involved in the sale, growth, processing or 95606281 Loan Agreement Active\1606212456.7 dispensing of cannabis products, (iii) are competitors of TCC, and (iv) named in a list of TCC competitors that Borrower shall provide to Lender on a quarterly basis as an attachment to the Quarterly Certificate (“TCC Competitor List”), provided however, that Lender shall have right, in its sole discretion, to sell to a TCC Competitor after the occurrence and during the continuance of an Event of Default for (a) the failure to deliver Wind Insurance pursuant to Section 7(a)(v), (b) comply with the Financial Covenants pursuant to Section 7(a)(iv) or (c) any monetary Event of Default. Borrower hereby consents that, without notice to Xxxxxxxx, Lender may disclose to any prospective purchaser of any securities issued or to be issued by Lender, and any prospective or actual purchaser or transferee of any participation or other interest (whether in whole or in part) in the Loan or any other loans made by Lender to Borrower, any financial or other information, data or material (including, without limitation, any tax returns) in Lender’s possession relating to Borrower, Guarantors, indemnitors or the Loan. Notwithstanding these foregoing provisions, Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank; provided, however, that the Borrower no such pledge or assignment shall not transfer or assign any of its rights or release Xxxxxx’s obligations hereunder or under any of the other Loan Documents without the prior written consent of the Lender which consent shall not be unreasonably withheld, delayed or conditioned. The Borrower acknowledges and agrees that Lender may assign, mortgage, or otherwise transfer its interest hereunder to others (“Assignees”) without any consent of the Borrower, provided however, that the Borrower will be notified of the assignment. The Borrower and the Lender agree that upon such assignment, the Borrower (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by the Lender; (ii) shall promptly pay all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit this Agreement so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of the Lender under this Agreement; (v) shall not terminate or attempt to terminate this Agreement on account of any default by the Lender; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described hereinDocument.

Successors and Assigns, etc. This Agreement shall be binding upon the Borrower and its successors and assigns and shall inure inures to the benefit of and binds the Lender parties hereto and its their respective successors and assigns, and the words "Borrower", “Agent” and "Lender" whenever occurring herein shall be deemed to include such respective successors and assigns. However, except as specifically provided in Sections 3(b, 3(k) ) and the a sale of the Mortgaged Property and the corresponding and simultaneous payment by the Borrower to the Agent of the Aggregate Debt, all Swap amounts due under the Note and all other monetary sums owed by Borrower to Agent under the Loan Documents all as determined by the Agent, Borrower shall not voluntarily, or by operation of law, assign or transfer any interest which it may have under this Agreement or convey the Mortgaged Property, or any part thereof, without the prior written approval of Agent. Agent and Lender may assign or otherwise transfer the Loan and any or all of the Loan Documents to any other person, and such other person shall thereupon become vested with all of the benefits in respect thereof granted to Lender herein or otherwise without the consent of or notice to Borrower. Notwithstanding anything to the contrary herein, Agent and Lender shall have the right to sell participations in the Loan or assign the Loan in its entirety to any other persons or entities without the consent of or notice to Borrower, but subject to the rights of the Majority Lender, provided that Agent and Lender shall not sell participations or assign the Loan to (i) persons or entities, excluding however, any lenders and non-institutional lenders (ii) who are involved in the sale, growth, processing or dispensing of cannabis products, (iii) are competitors of TCC, and (iv) named in a list of TCC competitors that Borrower shall provide to Agent on a quarterly basis as an attachment to the Quarterly Certificate (“TCC Competitor List”), provided however, that Agent and Lender shall have right, in their sole discretion, to sell to a TCC Competitor after the occurrence and during the continuance of an Event of Default for (a) the failure to deliver Wind Insurance pursuant to Section 7(a)(v), (b) comply with the Financial Covenants pursuant to Section 7(a)(iv) or (c) any monetary Event of Default. Borrower hereby consents that, without notice to Borrower, Agent may disclose to any prospective purchaser of any securities issued or to be issued by Agent and Lender, and any prospective or actual purchaser or transferee of any participation or other interest (whether in whole or in part) in the Loan or any other loans made by Agent to Borrower, any financial or other information, data or material (including, without limitation, any tax returns) in Agent’s possession relating to Borrower, Guarantors, indemnitors or the Loan. Notwithstanding these foregoing provisions, Agent or Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank; provided, however, that the Borrower no such pledge or assignment shall not transfer or assign any of its rights or release Lender from such Xxxxxx’s obligations hereunder or under any of the other Loan Documents without the prior written consent of the Lender which consent shall not be unreasonably withheld, delayed or conditioned. The Borrower acknowledges and agrees that Lender may assign, mortgage, or otherwise transfer its interest hereunder to others (“Assignees”) without any consent of the Borrower, provided however, that the Borrower will be notified of the assignment. The Borrower and the Lender agree that upon such assignment, the Borrower (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by the Lender; (ii) shall promptly pay all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit this Agreement so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of the Lender under this Agreement; (v) shall not terminate or attempt to terminate this Agreement on account of any default by the Lender; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described hereinDocument.

Successors and Assigns, etc. This Agreement shall be binding upon the Borrower parties hereto and its each of their successors and assigns permitted assigns. The Company may not assign any rights or delegate any obligations hereunder without the Lender’s prior written consent and any attempted assignment or delegation by the Company without such consent shall inure be null and void. The Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and/or the benefit of Revolving Loans at the Lender and its successors and assignstime owing to it); provided, however, that the Borrower (i) such assignment shall not transfer or assign any of its rights or obligations hereunder or under any of the other Loan Documents without be subject to the prior written consent (not to be unreasonably withheld or delayed) of the Company, unless (x) the assignee in such assignment is a “Lender” (as defined in the Syndicated Credit Agreement), an Affiliate of the Lender which consent or a “Lender” (as defined in the Syndicated Credit Agreement), or an Approved Fund, or (y) an Event of Default has occurred and is continuing; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Lender within 10 Business Days after having received notice thereof, and (ii) the portion of the Commitment and/or Revolving Loans assigned (determined as of the initial date of each assignment with respect to such assignment) shall not be unreasonably withheldless than $5,000,000, delayed except in the event that the amount of the Commitment and/or Revolving Loans of such assigning Lender remaining after such assignment shall be zero or conditioned. The Borrower acknowledges and agrees that if such assignee is a “Lender” (as defined in the Syndicated Credit Agreement), an Affiliate of the Lender may assign, mortgageor a “Lender” (as defined in the Syndicated Credit Agreement), or otherwise transfer its interest hereunder to others (“Assignees”) without an Approved Fund. From and after the effective date of any consent assignment of any portion of the BorrowerCommitment and/or the Revolving Loans or portion thereof, provided however(A) the assignee thereunder shall be a party hereto and, that to the Borrower will be notified extent of the assignment. The Borrower and the Lender agree that upon interest assigned by such assignment, have the Borrower (i) shall acknowledge such assignment in writing by executing a Notice, Consent rights and Acknowledgment of Assignment furnished by assume the Lender; (ii) shall promptly pay all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit this Agreement so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of the Lender under this Agreement; (v) shall not terminate or attempt to terminate this Agreement on account of any default by the Lender; and (viB) acknowledges that any Assignee may reassign its rights and the assigning Lender thereunder shall, to the extent of the interest with the same force and effect as the assignment described herein.assigned by such assignment, be released from its

Successors and Assigns, etc. This Agreement shall be binding upon the Borrower Applicant and its successors and assigns once it is signed by Applicant, and shall inure to the benefit of the Lender and be enforceable by Issuer and its successors and permitted assigns; provided, however, whether or not Issuer issues any Credits for Applicant. Applicant agrees that the Borrower delivery of a signed copy of this Agreement by facsimile transmission shall be as effective as delivery of a manually signed original of this Agreement. Applicant shall not transfer or otherwise assign any of its rights or obligations hereunder under this Agreement without Issuer’s prior written consent, which may be provided in Issuer’s sole and absolute discretion. Issuer may assign its rights and obligations under this Agreement or under any of the other Loan Documents without the Credit, in whole or in part upon prior written notice to Applicant and with Applicant’s prior written consent (such consent not to be unreasonably withheld); provided, however, that no consent of Applicant shall be required for an assignment (1) to an Affiliate of Issuer or (2) if an Event of Default has occurred and is continuing. Applicant may continue to deal solely and directly with Issuer in connection with the Lender which consent rights and obligations so assigned until payments instructions, addresses and related information with respect to such assignee have been given to Applicant by Issuer and assignee. This Agreement shall not be unreasonably withheld, delayed construed to confer any right or conditioned. The Borrower acknowledges and agrees that Lender may assign, mortgage, or otherwise transfer its interest hereunder to others (“Assignees”) without benefit upon any consent of the Borrower, provided however, that the Borrower will be notified of the assignment. The Borrower and the Lender agree that upon such assignmentPerson other than Issuer, the Borrower (i) shall acknowledge such assignment in writing by executing a Notice, Consent Indemnified Parties and Acknowledgment of Assignment furnished by the Lender; (ii) shall promptly pay all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit this Agreement so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of the Lender under this Agreement; (v) shall not terminate or attempt to terminate this Agreement on account of any default by the Lender; Applicant and (vi) acknowledges that any Assignee may reassign its rights their respective successors and interest with the same force and effect as the assignment described hereinpermitted assigns.

Successors and Assigns, etc. This Agreement shall be binding upon the Borrower Applicant and its successors and assigns once it is signed by Applicant, and shall inure to the benefit of the Lender and be enforceable by Issuer and its successors and permitted assigns; provided, however, whether or not Issuer issues any Credits for Applicant. Applicant agrees that the Borrower delivery of a signed copy of this Agreement by facsimile transmission shall be as effective as delivery of a manually signed original of this Agreement. Applicant shall not transfer or otherwise assign any of its rights or obligations hereunder under this Agreement without Issuer's prior written consent, which may be provided in Issuer's sole and absolute discretion. Issuer may assign its rights and obligations under this Agreement or under any of the other Loan Documents without the Credit, in whole or in part upon prior written notice to Applicant and with Applicant's prior written consent (such consent not to be unreasonably withheld); provided, however, that no consent of Applicant shall be required for an assignment (1) to an Affiliate of Issuer or (2) if an Event of Default has occurred and is continuing. Applicant may continue to deal solely and directly with Issuer in connection with the Lender which consent rights and obligations so assigned until payments instructions, addresses and related information with respect to such assignee have been given to Applicant by Issuer and assignee. This Agreement shall not be unreasonably withheld, delayed construed to confer any right or conditioned. The Borrower acknowledges and agrees that Lender may assign, mortgage, or otherwise transfer its interest hereunder to others (“Assignees”) without benefit upon any consent of the Borrower, provided however, that the Borrower will be notified of the assignment. The Borrower and the Lender agree that upon such assignmentPerson other than Issuer, the Borrower (i) shall acknowledge such assignment in writing by executing a Notice, Consent Indemnified Parties and Acknowledgment of Assignment furnished by the Lender; (ii) shall promptly pay all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit this Agreement so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of the Lender under this Agreement; (v) shall not terminate or attempt to terminate this Agreement on account of any default by the Lender; Applicant and (vi) acknowledges that any Assignee may reassign its rights their respective successors and interest with the same force and effect as the assignment described hereinpermitted assigns.

Successors and Assigns, etc. This Agreement shall be binding upon the Borrower Applicant and its successors and assigns assigns, and shall inure to the benefit of the Lender and be enforceable by Issuer and its successors and assigns; provided, however, . Applicant agrees that delivery of a signed copy or signature page of this Agreement by any electronic means that reproduce an image of the Borrower signed signature page shall be as effective as delivery of a manually signed original of this Agreement. Applicant shall not transfer or otherwise assign any of its rights or obligations hereunder under this Agreement without Issuer’s prior written consent. Issuer may transfer or otherwise assign its rights and obligations under any of the other Loan Documents without this Agreement, in whole or in part, with the prior written consent of the Lender Applicant (which consent shall not be unreasonably withheld); provided that if an Event of Default has occurred and is continuing, delayed or conditioned. The Borrower acknowledges and agrees that Lender may assign, mortgage, or otherwise transfer its interest hereunder to others (“Assignees”) without any the consent of Applicant shall not be required. Issuer may grant participations in its rights and obligations under this Agreement or the BorrowerCredit, in whole or in part, without the consent of Applicant, provided however, that the Borrower will be notified of the assignment. The Borrower and the Lender agree that upon such assignment, the Borrower (i) Issuer’s obligations under this Agreement and the other Loan Documents shall acknowledge such assignment in writing by executing a Noticeremain unchanged, Consent and Acknowledgment of Assignment furnished by the Lender; (ii) Issuer shall promptly pay all payments when due remain solely responsible to Applicant for the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; performance of such obligations and (iii) Applicant shall continue to deal solely and directly with Issuer in connection with Issuer’s rights and obligations under this Agreement and the other Loan Documents. Applicant acknowledges that information pertaining to Applicant as it relates to the Credit, this Agreement or any other Loan Document may be disclosed to actual or prospective participants, transferees or assignees. This Agreement shall not permit this Agreement so assigned be construed to confer any right or benefit upon any Person other than Issuer, the Indemnified Parties and Applicant and their respective successors and permitted assigns, and no such Person shall be amended or deemed a third-party beneficiary hereof, except that Applicant’s obligations under Sections 5 and 19 may be enforced directly against Applicant by a participant; provided that such enforcement shall not increase the terms thereof waived without the prior written consent amount of the Assignees; (iv) shall not require the Assignees to perform any obligations of the Lender under this Agreement; (v) shall not terminate or attempt to terminate this Agreement on account of any default by the Lender; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described hereinObligations.

Successors and Assigns, etc. This Agreement shall be binding upon the Borrower and its successors and assigns and shall inure inures to the benefit of and binds the Lender parties hereto and its their respective successors and assigns, and the words "Borrower", “Agent” and "Lender" whenever occurring herein shall be deemed to include such respective successors and assigns. However, except as specifically provided in Sections 3(b, 3(k) ) and the a sale of the Mortgaged Property and the corresponding and simultaneous payment by the Borrower to the Agent of the Aggregate Debt, all Swap amounts due under the Note and all other monetary sums owed by Borrower to Agent under the Loan Documents all as determined by the Agent, Borrower shall not voluntarily, or by operation of law, assign or transfer any interest which it may have under this Agreement or convey the Mortgaged Property, or any part thereof, without the prior written approval of Agent. Agent and Lender may assign or otherwise transfer the Loan and any or all of the Loan Documents to any other person, and such other person shall thereupon become vested with all of the benefits in respect thereof granted to Lender herein or otherwise without the consent of or notice to Borrower. Notwithstanding anything to the contrary herein, Agent and Lender shall have the right to sell participations in the Loan or assign the Loan in its entirety to any other persons or entities without the consent of or notice to Borrower, but subject to the rights of the Majority Lender, provided that Agent and Lender shall not sell participations or assign the Loan to (i) persons or entities, excluding however, any lenders and non-institutional lenders (ii) who are involved in the sale, growth, processing or dispensing of cannabis products, (iii) are competitors of TCC, and (iv) named in a list of TCC competitors that Borrower shall provide to Agent on a quarterly basis as an attachment to the Quarterly Certificate (“TCC Competitor List”), provided however, that Agent and Lender shall have right, in their sole discretion, to sell to a TCC Competitor after the occurrence and during the continuance of an Event of Default for (a) the failure to deliver Wind Insurance pursuant to Section 7(a)(v), (b) comply with the Financial Covenants pursuant to Section 7(a)(iv) or (c) any monetary Event of Default. Borrower hereby consents that, without notice to Borrower, Agent may disclose to any prospective purchaser of any securities issued or to be issued by Agent and Lender, and any prospective or actual purchaser or transferee of any participation or other interest (whether in whole or in part) in the Loan or any other loans made by Agent to Borrower, any financial or other information, data or material (including, without limitation, any tax returns) in Agent’s possession relating to Borrower, Guarantors, indemnitors or the Loan. Notwithstanding these foregoing provisions, Agent or Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank; provided, however, that the Borrower no such pledge or assignment shall not transfer or assign any of its rights or release Lender from such Lxxxxx’s obligations hereunder or under any of the other Loan Documents without the prior written consent of the Lender which consent shall not be unreasonably withheld, delayed or conditioned. The Borrower acknowledges and agrees that Lender may assign, mortgage, or otherwise transfer its interest hereunder to others (“Assignees”) without any consent of the Borrower, provided however, that the Borrower will be notified of the assignment. The Borrower and the Lender agree that upon such assignment, the Borrower (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by the Lender; (ii) shall promptly pay all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit this Agreement so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of the Lender under this Agreement; (v) shall not terminate or attempt to terminate this Agreement on account of any default by the Lender; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described hereinDocument.

Successors and Assigns, etc. This Agreement shall be binding upon the Borrower Applicant and its successors and assigns assigns, and shall inure to the benefit of the Lender and be enforceable by Issuer and its successors and assigns; provided, however, . Applicant agrees that delivery of a signed copy or signature page of this Agreement by any electronic means that reproduce an image of the Borrower signed signature page shall be as effective as delivery of a manually signed original of this Agreement. Applicant shall not transfer or otherwise assign any of its rights or obligations hereunder under this Agreement without Issuer's prior written consent. Issuer may transfer or otherwise assign its rights and obligations under any of the other Loan Documents without this Agreement, in whole or in part, with the prior written consent of the Lender Applicant (which consent shall not be unreasonably withheld); provided that if an Event of Default has occurred and is continuing, delayed or conditioned. The Borrower acknowledges and agrees that Lender may assign, mortgage, or otherwise transfer its interest hereunder to others (“Assignees”) without any the consent of Applicant shall not be required. Issuer may grant participations in its rights and obligations under this Agreement or the BorrowerCredit, in whole or in part, with the consent of Applicant (which shall not be unreasonably withheld); provided howeverthat if an Event of Default has occurred and is continuing, the consent of Applicant shall not be required; provided, further, that the Borrower will be notified of the assignment. The Borrower and the Lender agree that upon such assignment, the Borrower (i) Issuer's obligations under this Agreement shall acknowledge such assignment in writing by executing a Noticeremain unchanged, Consent and Acknowledgment of Assignment furnished by the Lender; (ii) Issuer shall promptly pay all payments when due remain solely responsible to Applicant for the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; performance of such obligations and (iii) Applicant shall not permit this Agreement so assigned continue to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any deal solely and directly with Issuer in connection with Issuer's rights and obligations of the Lender under this Agreement; (v) . Applicant acknowledges that information pertaining to Applicant as it relates to this Agreement or the Credit may be disclosed to actual or prospective participants, transferees or assignees. This Agreement shall not terminate be construed to confer any right or attempt to terminate this Agreement on account benefit upon any Person other than Issuer, the Indemnified Parties and Applicant and their respective successors and permitted assigns, and no such Person shall be deemed a third-party beneficiary hereof, except that Applicant's obligations under Section 5 may be enforced directly against Applicant by a participant; provided that such enforcement shall not increase the amount of any default by the Lender; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described hereinObligations.

Successors and Assigns, etc. This (a) The provisions of this Agreement shall be binding upon the Borrower and its successors and assigns and shall inure to the benefit of the Lender parties hereto and its their respective successors and assigns; providedassigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), howeverexcept that (i) except as provided in Section 6.03, that the Borrower shall may not assign or otherwise transfer or assign any of its rights or obligations hereunder or under any of the other Loan Documents without the prior written consent of each Lender (and any attempted assignment or transfer by the Lender which Borrower without such consent shall not be unreasonably withheld, delayed or conditioned. The Borrower acknowledges null and agrees that void) and (ii) no Lender may assign, mortgage, assign or otherwise transfer its interest rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to others confer upon any Person (“Assignees”other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) without any consent of this Section) and, to the extent expressly contemplated hereby, the sub-agents of the BorrowerAdministrative Agent, provided howeverthe other Agents, that any Indemnified Person, the Borrower will be notified Related Parties of each of the assignment. The Borrower Agents, the Indemnified Persons, the Issuing Banks and the Lender agree that upon such assignmentLenders) any legal or equitable right, the Borrower remedy or claim under or by reason of this Agreement. (b) (i) shall acknowledge such assignment Subject to the conditions set forth in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by the Lender; clause (ii) shall promptly pay ), any Lender may assign to one or more Eligible Assignees all payments when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit a portion of its rights and obligations under this Agreement so assigned (including all or a portion of its Commitment and the Loans at the time owing to be amended or the terms thereof waived without it) with the prior written consent of (A) the AssigneesBorrower (such consent not to be unreasonably withheld); provided that no consent of the Borrower shall be required for an assignment (iv1) by a Term Lender to any Term Lender or an Affiliate of any Term Lender, (2) by a Term Lender to an Approved Fund of any Term Lender, (3) by a Revolving Lender (I) to any other existing Revolving Lender or (II) to any Person that is an Affiliate of any Revolving Lender provided that such Person is at least as creditworthy as the Revolving Lender assigning its rights and obligations under this Agreement (each such Affiliate, a “Permitted Revolving Lender Affiliate Transferee”) or (4) if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing with respect to the Borrower; provided further that the Borrower shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with applicable law, Holdings or the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority, (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment of a Term Loan to an Affiliate or Approved Fund of any Term Lender or of a Revolving Commitment to any other existing Revolving Lender or to any Permitted Revolving Lender Affiliate Transferee and (C) each Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld or delayed); provided that no consent of any Issuing Bank or the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan or Initial Term Loan Commitment. Notwithstanding anything in this Section 9.04 to the contrary, if any Person the consent of which is required by this paragraph with respect to any assignment of Term Loans has not given the Administrative Agent written notice of its objection to such assignment within 10 Business Days (after receipt of written notice to such Person, such Person shall be deemed to have consented to such assignment; provided, that this sentence shall not apply to the Borrower with respect to any assignment of Revolving Commitments and/or Revolving Loans. 240 #97964454v4 #97964454v11 (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than in the case of a Revolving Loan or Revolving Commitment, $1,000,000 (and integral multiples of $1,000,000 in excess thereof) or, in the case of a Term Loan $1,000,000 (and integral multiples of $1,000,000 in excess thereof), unless the Borrower and the Administrative Agent otherwise consent (such consent not to be unreasonably withheld or delayed), (B) 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, provided that this subclause (B) shall not be construed to prohibit assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (which shall include a representation by the assignee that it is not a Disqualified Lender or an Affiliate of a Disqualified Lender (so long as the list of Disqualified Lenders (other than any Person that is a Disqualified Lender pursuant to clause (iii)(y) and (z) of the definition thereof) has been made available to all Lenders party to such assignment following the reasonable written request therefore with such written request being concurrently delivered to the Borrower)), together (unless waived by the Administrative Agent) with a processing and recordation fee of $3,500 (which shall not be required in connection with any assignment by PSP to one of its Affiliates), provided that assignments made pursuant to Section 2.19, Section 2.24(h) or Section 9.02(c) shall not require the Assignees signature of the assigning Lender to perform become effective; provided further that such recordation fee shall not be payable in the case of assignments of Term Loans to or by any Joint Bookrunner or Affiliate thereof in connection with the primary syndication thereof or pursuant to arrangements directly related to such primary syndication contemplated as of the Effective Date, (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(e), all “know your customer” documents requested by the Administrative Agent pursuant to anti-money laundering rules and regulations, including, but not limited to, the USA PATRIOT Act, and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, (E) no assignment of any Loans, Commitments or any obligations in respect of LC Exposure or Swingline Exposure may be made to Holdings, the Borrower or any Subsidiary or Affiliate thereof, and (F) unless the Borrower otherwise consents, no assignment of all of the Revolving Commitment of a Lender that is also an Issuing Bank or Swingline Lender may be made unless the assignee shall be or become an Issuing Bank and/or a Swingline Lender, as applicable, and assume a ratable portion of the rights and obligations of such assignor in its capacity as an Issuing Bank and/or a Swingline Lender. (iii) Subject to acceptance and recording thereof pursuant to clause (v) of this paragraph (b), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement; (v) shall not terminate or attempt , and the assigning Lender thereunder shall, to terminate this Agreement on account the extent of any default the interest assigned by the Lender; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.such