ASSIGNMENT TO AN AFFILIATE. This Agreement may be assigned by the Advisor to an Affiliate of the Advisor with the approval of a majority of the Directors (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent of the Board. This Agreement shall not be assigned by the Company or the Operating Partnership without the approval of the Advisor, except in the case of an assignment by the Company or the Operating Partnership to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Advisor.

Rate Options for all Advances; Maximum Interest Periods. The Revolving Loans and Term Loans may be Floating Rate Advances or Eurocurrency Rate Advances, or a combination thereof, selected by ​ (on behalf of itself or the Subsidiary Borrower) in accordance with Sections 2.7 and 2.9. ​ may select, in accordance with Sections 2.7 and 2.9, Rate Options and Interest Periods applicable to portions of the Revolving Loans and Term Loans; provided, that there shall be no more than eight (8) Interest Periods in effect with respect to all of the Loans at any time; provided, further, that # all Floating Rate Advances and all Term Loans to ​ hereunder shall be denominated in Dollars and # all Revolving Loans to the Subsidiary Borrower shall be Eurocurrency Rate Advances.

(i) intercompany loans and advances made by one Loan Party to another Loan Party, and # intercompany loans and advances made by one Excluded Subsidiary to another Excluded Subsidiary;

"Revolving Advances" shall mean Advances made other than Letters of Credit, Acceptances, and Swing Loans.

Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than # advances of working capital to any Loan Party, # transfers of cash and assets to any Loan Party, # intercompany transactions expressly permitted by this Agreement, # normal and reasonable compensation and reimbursement of expenses of officers and directors and # except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than an officer, director or Affiliate.

SECTION # Procedure for Advances of Revolving Credit Loans and Swingline Loans.

SECTION #Loans or Advances. No Loan Party nor any Subsidiary of a Loan Party (other than Structured Subsidiaries) shall make loans or advances to any Person (other than any Portfolio Investment) except: # solely to the extent not prohibited by Applicable Laws, employee loans or advances that do not exceed Two Hundred Thousand Dollars ($200,000) in the aggregate at any one time outstanding made on an arms’-length basis in the ordinary course of business; # deposits required by government agencies or public utilities; # loans or advances to the Borrower or any Guarantor that is a Consolidated Subsidiary; # loans or advances consisting of Portfolio Investments[reserved]; and # loans and advances outstanding on the RestatementSixth Amendment Effective Date and set forth on [Schedule 5.11]; provided that after giving effect to the making of any loans, advances or deposits permitted by this [Section 5.11] (other than clauses (iii) and (v)), no Default shall have occurred and be continuing. All loans or advances permitted under this [Section 5.11] (excluding Noteless Loans) shall be evidenced by written promissory notes. Except as approved by the Administrative Agent in writing, no Loan Party nor any Subsidiary of a Loan Party shall request or receive a promissory note or other instrument from any Obligor in connection with a Noteless Loan.

Future Transactions. If during the Term, and, in the event Dawson has secured at least $5,000,000 in equity financing for the Company on or before the termination of this Agreement, the Company or any of its subsidiaries # decides to finance or refinance any indebtedness using a manager or agent, Dawson (or any affiliate designated by Dawson) shall have the right to act as lead manager, lead placement agent or lead agent with respect to such financing or refinancing; or # decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, Dawson (or any affiliate designated by Dawson) shall have the right to act as lead underwriter or lead placement agent for such financing. If Dawson or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature (taking into consideration the fees paid under this Agreement) and other terms similar to the provisions of this Agreement, including indemnification, which are appropriate to such a transaction.

Other Transactions. ​ shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of ​ to perform its obligations under the Transaction Documents, including, without limitation, the obligation of ​ to deliver the Purchase Shares to ​ in accordance with the terms of the Transaction Documents.

Financing Transactions. Provider shall cooperate with Manager so that Manager can arrange necessary financing for Provider and for Manager relating to the Management Services provided by Manager to Provider.