Neither this Agreement nor any other Loan Document is assignable by any Facility Borrower without the prior written consent of Lender. Lender may at any time during the Loan Term and without the consent of Borrower assign all of its rights and obligations hereunder to any other Person, so long as such Person is not a Non-Permitted Assignee; provided , however , that (i) if an Event of Default has occurred and is continuing, Lender may sell, assign or transfer any such rights and obligations to a Non-Permitted Assignee without the written consent of Borrower, and (ii) such restrictions to a sale or assignment shall not apply to or otherwise restrict any actions, negotiations or agreements in respect of any Portfolio Sale.