Common use of Assignability Clause in Contracts

Assignability. 16.1 This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only with the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Individual Lender Maximum Funding Amount); provided that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed; (provided that a Lender may not make any such assignment pursuant to this clause (i)(A) to a Disqualified Institution) and (B) shall not be required if the assignee is binding upon, a Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required if (x) an Event of Default shall have occurred (and will inure not been waived by the Lenders in accordance with Section 13.01) or (y) such assignment is required as a result of any Change in Law. The parties to each such assignment shall execute and deliver to the benefit ofAdministrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06, The Regents, no assignment by any Lender to the Borrower or any of its successors Affiliates or any Disqualified Institution (except if an Event of Default has occurred and assigns. Licensee is continuing) shall be permitted. (b) Borrower may not assign its rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written the Agents and the Lenders. (i) Any Lender may, without the consent of, but with notice to, the Borrower, sell participations to Participants in all or a portion of The Regents will such Lender’s rights and obligations under this Agreement; provided that (A) such participant is not be required if the assignment or transfer of a Disqualified Lender, (B) such Lender’s obligations under this Agreement is shall remain unchanged, (C) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (D) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in conjunction connection with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its such Lender’s rights and obligations under this Agreement and The Regents is legally(E) each Participant shall have agreed to be bound by this Section 13.06(c), contractuallySection 13.06(d), and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companiesSection 13.06(e) and Section 13.17. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer pursuant to clause (a) of this AgreementSection 13.06 (subject to the requirements and limitations set forth in Section 13.03, including the conditions requirements under Section 13.03(g)); provided that (i)-(iiiA) below such Participant agrees to be subject to the provisions of Section 13.03(g) as if it were an assignee under clause (a) of this Section 13.06 and (B) no Participant shall be timely met. Any attempted assignment by Licensee other entitled to any amount under Section 2.10, 2.11, or 13.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred, except to the extent such entitlement to receive a greater amount results from a Change in accordance with this Section will be null and voidLaw that occurs after the Participant acquired the applicable participation. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such assignment, identifying ▇▇▇▇▇▇ as nonfiduciary agent for the assignee or transferee entity’s Borrower shall maintain a register on which it enters the name and contact information, no later than address of all participants in the earlier Advances held by it and the principal amount of (xand stated interest on) of the date portion of the Advance which is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Facility Document) to any Person except to the extent that such transaction disclosure is first publicly announced necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and (ySection 1.163-5(b) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in such Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the extent practicable contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) The Administrative Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain at its address specified in Section 13.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide) and compliance with this Section 13.06. The Administrative Agent shall update and furnish to the Collateral Agent and the Borrower from time to time at the request of the Collateral Agent or the Borrower an updated version of Schedule 1 reflecting the then-current allocation of the Individual Lender Maximum Funding Amounts. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations Securities Act (a “QIB”). Each Lender represents to the applicable third party); Borrower, (iiii) provide The Regents with on the date that it becomes a written agreement signed party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances or its Individual Lender Maximum Funding Amount to any Person unless (A) such Person shall have represented and agreed in writing that it is a Qualified Purchaser and a QIB at the proposed acquirer time of such assignment or successor entity agreeing to participation, (B) such Person agrees that it will be bound by all the restrictions on contained in this Section 13.06(e), (C) a copy of any such representations or agreements shall have been furnished to the provisions Borrower and (D) any such representations or agreements shall run to the benefit of and be enforceable by the Borrower. (f) Notwithstanding any other provision of this AgreementSection 13.06, as well as assume any Lender may at any time pledge or grant a security interest in all responsibilities or any portion of its rights (including rights to payment of principal and liabilities that arose interest) under this Agreement prior to the effective date secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the proposed assignment, as if Borrower or the Administrative Agent; provided that no such acquirer pledge or successor entity were the original Licensee within thirty (30) days after grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 (a) This Agreement is shall be binding upon, upon and will inure to the benefit of, The Regents, its of the Parties and their respective successors and permitted assigns. Licensee ; provided, however, that (i) Carrier may not assign its rights or transfer delegate its obligations under this Agreement only with without the express prior written consent of The Regents. The UTC, (ii) ▇▇▇▇ may not assign its rights or delegate its obligations under this Agreement without the express prior written consent of The Regents will UTC, (iii) UTC may not assign its rights or delegate its obligations with respect to Carrier under this Agreement without the express prior written consent of Carrier and (iv) UTC may not assign its rights or delegate its obligations with respect to ▇▇▇▇ under this Agreement without the express prior written consent of ▇▇▇▇. (b) Notwithstanding the foregoing and without limiting UTC’s rights pursuant to Section 5.03(c), no consent shall be required if pursuant to Section 8.08(a) for the assignment or transfer of a Party’s rights and obligations under the Separation and Distribution Agreement, this Agreement is and the other Ancillary Agreements in conjunction whole (i.e., the assignment of such Party’s rights and obligations under the Separation and Distribution Agreement, this Agreement and all the other Ancillary Agreements all at the same time) in connection with a bona fide arms’ length transaction involving merger, consolidation or other business combination of such Party with or into any other Person or a merger or the transfer sale of all or substantially all of the capital stock assets of such Party to another Person, in each case so long as the resulting, surviving or acquiring Person assumes all the obligations of such applicable Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Party or Parties whose consent would otherwise be required pursuant to Section 8.08(a). The Parties agree that if Carrier or ▇▇▇▇ divests a business or portion of Licensee a business to which a third party buyer while such business (or portion thereof, as applicable) is receiving Services under this license relatesAgreement, and the unavailability of the Services for the remaining applicable Service Period would materially and adversely impact such divested business (or portion thereof, as applicable) or Carrier’s or ▇▇▇▇’, as applicable, ability to successfully complete such divestiture, upon the written request of Carrier or ▇▇▇▇, as applicable, UTC and Carrier or ▇▇▇▇, as applicable, will cooperate in good faith and use commercially reasonable efforts to agree on a mutually acceptable and commercially reasonable plan to permit such divested business (or portion thereof, as applicable), but, for clarity, not any portion of the applicable third party buyer’s businesses or operations other than solely such divested business (or portion thereof, as applicable), to continue to receive the applicable Services during the remaining applicable Service Period consistent with the terms and conditions hereof, such plan to include, if mutually acceptable and commercially reasonable, any appropriate set-up or similar activities to segregate, as appropriate, the services provided to the divested business (or portion thereof, as applicable) from those provided to Carrier or ▇▇▇▇, as appropriate, and if and when such plan to segregate the services for such divested business (or portion thereof, as applicable) is mutually agreed (or if not mutually agreed, so long as Licensee UTC and Carrier or ▇▇▇▇, as applicable, shall have determined that such plan is not necessary after cooperating in good standing faith), UTC shall provide such services to such divested business (or portion thereof, as applicable) on the terms set out herein; provided that (a) the third party buyer, pursuant to an agreement with its Carrier or ▇▇▇▇, as applicable, assumes all obligations of Carrier or ▇▇▇▇, as applicable, under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with in respect of such assignee divested business (or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companiesportion thereof) and provided such applicable Services which agreement shall be in form and substance reasonably satisfactory to UTC, and shall also specify that other than the preparation for and provision of the applicable Services and any necessary interaction with the third party buyer in connection therewith, UTC need only communicate and interact with Carrier or ▇▇▇▇, as applicable, and not such assignment third party buyer, including with respect to invoicing, for which UTC shall invoice Carrier or ▇▇▇▇, as applicable, and Carrier or ▇▇▇▇, as applicable, shall remit payment to UTC, (b) notwithstanding the foregoing clause (a) and in addition to (but not place in duplication of) its other indemnification obligations (if any) under the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Separation and Distribution Agreement, the conditions (i)-(iii) below this Agreement or any other Ancillary Agreement, Carrier or ▇▇▇▇, as applicable, shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null indemnify, defend and void. (i) Licensee is then in good standing with hold harmless UTC, its obligations under this Agreement; (ii) Licensee provides The Regents with written notice Subsidiaries and each of such assignmenttheir respective Representatives, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice each of the proposed assignment successors and assigns of any of the foregoing, from and against any and all Liabilities relating to, arising out of or resulting from the sale, delivery or provision of any such Services to such third party buyer (except to the extent practicable that such Liability relates to, arises out of or results from UTC’s gross negligence, willful misconduct or fraud), and (c) the provision of such applicable Services to such third party buyer shall be not be materially more burdensome to UTC, its Subsidiaries and each of their respective Representatives (either alone or in the aggregate with all other Services hereunder) than the provision of such applicable Services prior to such divestiture, including by requiring no greater amount or frequency of any such Services and being subject to no greater requirements or standards (other than the segregation of the services as contemplated above); provided, further, that under no circumstances shall UTC be required to agree to provide any such applicable Services to such third party buyer if doing so would adversely impact (other than de minimis impacts) the circumstances and not prohibited by cost, burden, liability or risk associated with providing such applicable law or regulation or Licensee’s contractual obligations Services compared to the cost, burden, liability and risk associated with providing such applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer Services to Carrier or successor entity agreeing to be bound by all of the provisions of this Agreement▇▇▇▇, as well as assume all responsibilities and liabilities that arose under this Agreement applicable, prior to such divestiture, or otherwise cause any other non-de minimis disruption to or adverse impact on the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferUTC Business.

Assignability. 16.1 (a) This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign shall not be assigned by operation of Law or transfer this Agreement only with otherwise without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially GGP and Spinco, except that each Party may: (i) assign all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents is legallyto any of its Subsidiaries; provided, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that no such assignment shall not place release GGP or Spinco, as the Regents in a conflict of commitment. 16.2 In case may be, from any assignment liability or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations obligation under this Agreement; (ii) Licensee provides The Regents in connection with written notice the divestiture of any Subsidiary or business of Spinco to an acquiror that is not a Competitor of GGP, assign to the acquiror of such assignmentSubsidiary or business its rights and obligations as a recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided, identifying that (i) no such assignment shall release GGP or Spinco, as the assignee case may be, from any liability or transferee entity’s name obligation under this Agreement, (ii) any and contact informationall costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, no later than the earlier of and (xiii) the date such transaction is first publicly announced Parties shall in good faith negotiate any amendments to this Agreement, including the Annexes and (y) the date of consummation of such transaction (it being understood, howeverSchedules to this Agreement, that Licensee will endeavor may be necessary or appropriate in order to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party);assign such Services; and (iii) provide The Regents in connection with the divestiture of any Subsidiary or business of Spinco to an acquiror that is a written agreement signed Competitor of GGP, assign to the acquiror of such Subsidiary or business its rights and obligations as a recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided, that (i) no such assignment shall release GGP or Spinco, as the case may be, from any liability or obligation under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the proposed acquirer assigning Party, (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Annexes and Schedules to this Agreement, that may be necessary or successor entity agreeing appropriate in order to ensure that such assignment will not (x) materially and adversely affect the businesses and operations of each of the Parties and their respective Subsidiaries or (y) create a competitive disadvantage for GGP with respect to an acquiror that is a Competitor of GGP, and (iv) GGP shall not be bound by obligated to provide any such assigned Services to an acquiror that is a Competitor of GGP if the provision of such assigned Services to such acquiror would disrupt the operation of GGP’s businesses or create a competitive disadvantage for GGP with respect to such acquiror. (b) In the event of the (i) merger, amalgamation or consolidation of Spinco and another Person, (ii) sale of all or substantially all of the provisions assets of this AgreementSpinco to another Person, (iii) the acquisition of a majority of the voting stock of Spinco by any Person or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as well amended) or (iv) the election of, or appointment to, the board of directors of Spinco of directors constituting a majority of the directors then serving if such elected or appointed directors have not been nominated as assume all responsibilities and liabilities that arose under this Agreement directors by the Nominating Committee of the board of directors prior to their election or appointment, then the effective date requirement of GGP to provide Services hereunder shall automatically terminate without further action by the proposed assignment, as if such acquirer or successor entity were the original Licensee within Parties thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date occurrence of such anticipated assignment or transferevent.

Assignability. 16.1 This (a) No Borrower shall have the right to assign this Credit Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only any interest therein except with the prior written consent of The Regentsthe Lenders. (b) Notwithstanding subsection (c) of this Section 14.6, nothing herein shall restrict, prevent or prohibit any Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank or (ii) granting assignments or participations in such Lender’s Loans and Existing Commitments hereunder to its parent company and/or to any affiliate of such Lender or to any existing Lender or affiliate thereof. The prior written Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to any Borrower. (c) Each Lender may, with the consent of The Regents will the Agent (such consent not to be unreasonably withheld, conditioned or delayed and such consent shall not be required if the in connection with any assignment by a Lender to its affiliates or transfer of this Agreement is managed funds or managed accounts (an “Exempt Assignment”) or in conjunction connection with a bona fide arms’ length transaction involving a merger or the transfer sale of all or substantially a material portion of the loan portfolio of such Lender (a “Portfolio Sale”)), but without the consent of any other Lender or other Person, assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement and the Notes; provided that (i) for each such assignment, the parties thereto shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to be paid by the assignee (such fee being waived in the case of an Exempt Assignment), (ii) no such assignment shall be for less than $5,000,000 or, if less, the entire remaining Existing Commitment or outstanding Term B Loans, as applicable, of such Lender, (iii) if such assignee is a Foreign Lender, all of the capital stock requirements of Section 2.7(b) shall have been satisfied as a condition to such assignment and (iv) other than in connection with an Exempt Assignment, each assignment of Existing Commitments or Existing Loans shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Existing Commitments and the Existing Loans; provided, additionally, that, as long as no Default or Event of Default has occurred and is continuing, and other than to an affiliate of such Lender (or a fund or account managed by such Lender or one or more of its affiliates), no Lender shall have the right to make any such assignment and delegation to any entity which is not a financial institution or other entity which is not generally engaged in the business of Licensee buying, selling or funding transactions of the type contemplated hereby. Upon such execution and delivery of the Assignment and Acceptance to the Agent, from and after the date specified as the effective date in the Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 14.8 which this license relates, so long as Licensee is in good standing with will survive) and be released from its obligations under this Credit Agreement and The Regents is legally, contractually, (and, per in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). (d) Upon the occurrence and during the continuation of any Event of Default, the Term B Lenders shall have the option to require any Lender that is not participating in the Term B Loans to assign, at par plus all accrued interest and fees, all of such Lender’s rights and obligations under the Credit Agreement to the Term B Lenders so long as the parties provide for the termination of the Existing Commitment of each of the assigning Lenders and an increase in the Existing Commitments of one or more of the Term B Lenders accepting such assignment, so that the Existing Commitments, after giving effect to such assignment, shall be in the same aggregate amount as the Existing Commitments immediately before giving effect to such assignment. The foregoing right may be exercised by one or more of the Term B Lenders at any time upon notice to the Agent and the other Lenders, provided that the Agent shall thereupon notify the other Term B Lenders of the exercise of such option and each of the other Term B Lenders shall have five (5) Business Days to notify the Agent of such other Term B Lender’s intention to participate in such purchase on a pro rata basis with those other Term B Lenders which have elected to participate in the purchase. The Agent shall thereupon take all actions needed to complete the assignment in accordance with the same procedures used under subparagraph (c) above within five (5) additional Business Days and each of the Term B Lenders shall remit to the Agent for payment to the selling Lender the full amount of its policiespurchase price. The Term B Lenders purchasing hereunder shall pay the assignment fee to the Agent as contemplated by Section 14.6(c) above. (e) By executing and delivering an Assignment and Acceptance, able the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the Notes or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Credit Agreement or any other instrument or document furnished pursuant hereto, (iii) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the financial statements referred to in Section 7.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into an agreement such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided agrees that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than it will perform in accordance with their terms all of the obligations which by the terms of this Credit Agreement are required to be performed by it as a Lender. (f) The Agent shall maintain at its address referred to in Section will 14.5 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the aggregate commitments of, and principal amount of the Loans owing to, each Lender from time to time (the “Register”). The entries in the Register shall be null conclusive and voidbinding for all purposes, absent manifest error, and each Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by each Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (g) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, together with the Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to each Borrower. Within five (5) Business Days after its receipt of such notice, each applicable Borrower shall execute and deliver to the Agent in exchange for the surrendered Note or Notes (which the assigning Lender agrees to promptly deliver to the applicable Borrower) a new Note or Notes to the order of the assignee in an amount equal to the Existing Commitment and/or outstanding Term B Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained an Existing Commitment and/or outstanding Term B Loans, a new Note or Notes to the order of the assigning Lender in an amount equal to the Existing Commitment and/or outstanding Term B Loans retained by it hereunder. Such new Note or Notes shall re-evidence the indebtedness outstanding under the old Notes or Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the Closing Date and shall otherwise be in substantially the form of the Note or Notes subject to such assignments. (h) Each Lender may sell participations (without the consent of the Agent, any Borrower or any other Lender) to one or more parties in or to any portion of its rights and obligations under this Credit Agreement (including, without limitation, any portion of its Existing Commitment, the Loans owing to it and the Note or Notes held by it); provided that (i) such Lender’s obligations under this Credit Agreement (including, without limitation, its Existing Commitment to any Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Credit Agreement, (iv) each Borrower, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement and (v) such Lender shall not transfer, grant, assign or sell any participation under which the participant shall have rights to approve any amendment or waiver of this Credit Agreement except to the extent such amendment or waiver would (A) extend the final maturity date or the date for the payments of any installment of fees or principal or interest of any Loans or Letter of Credit reimbursement obligations in which such participant is participating, (B) reduce the amount of any installment of principal of the Loans or Letter of Credit reimbursement obligations in which such participant is participating, (C) except as otherwise expressly provided in this Credit Agreement, reduce the interest rate applicable to the Loans or Letter of Credit reimbursement obligations in which such participant is participating, or (D) except as otherwise expressly provided in this Credit Agreement, reduce any Fees payable hereunder. (i) Licensee is then Each Lender agrees that, without the prior written consent of each Borrower and the Agent, it will not make any assignment or sell a participation hereunder in good standing with its obligations any manner or under this Agreement;any circumstances that would require registration or qualification of, or filings in respect of, any Loan, Note or other Obligation under the securities laws of the United States of America or of any jurisdiction. (iij) Licensee provides The Regents In connection with written notice the efforts of any Lender to assign its rights or obligations or to participate interests, such Lender may disclose any information in its possession regarding any Borrower. (k) Each Borrower shall maintain, or cause to be maintained, a register (the “Borrower Register”) on which it enters the name of each Lender as the registered owner of the Loans held by such Lender. A Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignmentassignment or sale on the Register (and each Registered Note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the Registered Note, identifying if any, evidencing the assignee same) may be effected only by registration of such assignment or transferee entity’s name and contact informationsale on the Borrower Register, no later than together with the earlier surrender of the Registered Note, if any, evidencing the same duly endorsed by (xor accompanied by a written instrument of assignment or sale duly executed by) the date such transaction is first publicly announced and (y) the date of consummation holder of such transaction (it being understoodRegistered Note, howeverwhereupon, that Licensee will endeavor to provide The Regents with prior written notice at the request of the proposed assignment designated assignee(s) or transferee(s), one or more new Registered Notes in the same aggregate principal amount shall be issued to the extent practicable under the circumstances and not prohibited by applicable law designated assignee(s) or regulation or Licensee’s contractual obligations transferee(s). Prior to the applicable third partyregistration of assignment or sale of any Registered Loan (and the Registered Note, if any evidencing the same);, each Borrower shall treat the Person in whose name such Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (iiil) provide The Regents with In the event that any Lender sells participations in the Registered Loan, such Lender shall maintain a written agreement signed register on which it enters the name of all participants in the Registered Loans held by it (the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each Registered Note shall expressly so provide). Any participation of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date registration of such anticipated assignment or transferparticipation on the Participant Register.

Assignability. 16.1 This Agreement is binding upon(a) Any Conduit Lender may, (i) with notice to the Borrower and the Servicer, and will inure with the consent of the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to (A) any other Lender, (B) any commercial paper conduit managed by such Conduit Lender’s sponsor or administrator bank, (C) any Affiliate of such Conduit Lender’s sponsor bank or (D) any Liquidity Provider with respect to such Conduit Lender and (ii) with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any other Person not listed in clause (i) above; provided, that the consent of the Borrower shall not be required if an Event of Termination has occurred and is continuing. Any Managing Agent may, with notice to the benefit ofBorrower and the Servicer, and with the consent of the Lenders in its Lender Group, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Lender or to any Affiliate of such Managing Agent or any Lender. (b) Any Committed Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and with the consent of the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person; provided, however, that the consent of the Borrower shall not be required in connection with any assignment by a Committed Lender (i) if an Event of Termination has occurred and is continuing or (ii) to any other Lender. (c) With respect to any assignment hereunder, (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $2,500. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (d) At all times during which any Loan is outstanding, the Administrative Agent shall maintain at its address referred to in Section 10.02 of this Agreement (or such other address of the Administrative Agent notified by the Administrative Agent to the other parties hereto) a register as provided herein (the “Register”). The RegentsAggregate Principal Balance and any interests therein, and any Assignments and Acceptances of the Aggregate Principal Balance or any interest therein delivered to and accepted by the Administrative Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owner of the Aggregate Principal Balances and any interest therein. Notwithstanding any other provision of this Agreement, no transfer of the Aggregate Principal Balances or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Administrative Agent, the Managing Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender, as the case may be, under this Agreement for all purposes of this Agreement. This Section 10.03(d) shall be construed so that the Aggregate Principal Balance and any interest therein is maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h) and 881(c) of the IRC, solely for the purposes of this Section 10.03, the Administrative Agent will act as an agent of the Borrower. The Register shall be available for inspection by the Borrower, the Servicer or any Managing Agent at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its successors receipt of an Assignment and assignsAcceptance, the Administrative Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (f) Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loan); provided, that following the sale of a participation under this Agreement (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Servicer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Licensee Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the other Facility Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Facility Documents; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of principal or Interest that is payable on account of any Loan or delays any scheduled date for payment thereof or (ii) reduces any fees payable by the Borrower to the Administrative Agent (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees. The Borrower acknowledges and agrees that any Lender’s source of funds may derive in part from its Participants. Accordingly, references in Sections 2.11 or 2.13 and the other terms and provisions of this Agreement and the other Facility Documents to determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants; provided, however, that in no event shall the Borrower be liable to any Participant under Sections 2.11 or 2.13 for an amount in excess of that which would be payable to the applicable Lender under such sections other than as a result of a change in law after the Participant acquired its interest. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (g) Neither the Borrower nor the Servicer may assign any of its rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer Administrative Agent and each Managing Agent. (h) Notwithstanding any other provision of this Agreement is to the contrary, any Lender may at any time pledge or grant a security interest in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all any portion of its rights (including, without limitation, rights to payment of the capital stock or business principal balance of Licensee the Loans and Interest with respect thereto) hereunder to which this license relates, so long as Licensee is in good standing with its secure obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able of such Lender to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; a Federal Reserve Bank or (ii) Licensee provides The Regents to a collateral agent or security trustee in connection with written the funding by such Lender, without notice to or consent of such assignment, identifying the assignee Borrower or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, howeverAdministrative Agent; provided, that Licensee will endeavor to provide The Regents with prior written notice no such pledge or grant of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law a security interest shall release a Lender from any of its obligations hereunder or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Individual Lender Maximum Funding Amount); provided that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is binding upona Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required if (x) an Event of Default under Section 6.01(a) (solely with respect to principal or interest), Section 6.01(i), Section 6.01(k) or Section 6.01(l) shall have occurred (and will inure not been waived by the Lenders in accordance with Section 13.01) or (y) such assignment is required by any Change in Law. The parties to each such assignment shall execute and deliver to the benefit ofAdministrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06, no assignment by any Lender to the Borrower or any of its Affiliates or, unless an Event of Default under Section 6.01(a) (solely with respect to principal or interest), Section 6.01(i), Section 6.01(k) or Section 6.01(l) has occurred and is continuing at the time of such assignment, any Disqualified Lender shall be permitted. (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Agents and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of, but with notice to, the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (D) each Participant shall have agreed to be bound by this Section 13.06(c), Section 13.06(d), Section 13.06(e) and Section 13.17 and (E) unless an Event of Default under Section 6.01(a) (solely with respect to principal or interest), Section 6.01(i), Section 6.01(k) or Section 6.01(l) has occurred and is continuing at the time of such assignment, such Participants are not Disqualified Lender. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section 13.06 (subject to the requirements and limitations set forth in Section 13.03, including the requirements under Section 13.03(g)); provided that (A) such Participant agrees to be subject to the provisions of Section 13.03(g) (it being understood that the documentation required under Section 13.03(g) shall be delivered to the participating Lender) as if it were an assignee under clause (a) of this Section 13.06 and (B) no Participant shall be entitled to any amount under Section 2.10, 2.11, or 13.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred, except to the extent such entitlement to receive a greater amount results from a Change in Law that occurs after the Participant acquired the applicable participation. (ii) In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such ▇▇▇▇▇▇ as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name and address of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Facility Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in such Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) The Administrative Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain at its address specified in Section 13.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide) and compliance with this Section 13.06. The Administrative Agent shall update and furnish to the Collateral Agent and the Borrower from time to time at the request of the Collateral Agent or the Borrower an updated version of Schedule 1 reflecting the then-current allocation of the Individual Lender Maximum Funding Amounts. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances or its Individual Lender Maximum Funding Amount to any Person unless such Person is a Qualified Purchaser and a QIB. (f) Notwithstanding any other provision of this Section 13.06, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto. (g) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, any Lender (an “Existing Lender”) that assigns any or all of its Individual Lender Maximum Funding Amount to a Repackaging SPV (the “Repackaging SPV Transferred Interests”), shall: (i) continue to be subject to all the obligations of such Existing Lender which correspond to that portion of the Existing Lender’s Individual Lender Maximum Funding Amount and participations in Advances forming the Repackaging SPV Transferred Interests, such that the Existing Lender and the Repackaging SPV are jointly and severally liable for all the obligations in respect of the Repackaging SPV Transferred Interests and the Borrower shall have the corresponding rights against each of the Existing Lender and the Repackaging SPV, provided that upon any repayment of Advances to the Repackaging SPV the corresponding increase in the Individual Lender Maximum Funding Amount of the Repackaging SPV and the right of the Repackaging SPV to re-lend monies pursuant to this Agreement shall be assumed solely by the Existing Lender and not the Repackaging SPV if the Existing Lender so notifies the Borrower, the Investment Advisor and the Administrative Agent; (ii) Licensee provides The Regents with written notice fund the Repackaging SPV Transferred Interests in respect of such assignment, identifying that Advance by 2:00 pm (New York time) on the assignee applicable Borrowing Date if the relevant Repackaging SPV has failed to so fund (or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (has confirmed that it being understood, however, that Licensee will endeavor not be able to provide The Regents with prior written notice of the proposed assignment fund or to the extent practicable under the circumstances Existing Lender and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the Repackaging SPV have otherwise agreed that Existing Lender will provide the relevant funding) on the applicable third party);Borrowing Date; and (iii) provide The Regents retain exclusive control over all rights and obligations with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior respect to the effective date Repackaging SPV Transferred Interests, including all rights with respect to voting, waivers, consents, modifications, amendments and any confirmations as to satisfaction of the proposed assignment, as if such acquirer any requirements hereunder or successor entity were the original Licensee within thirty (30) days after under any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferFacility Document.

Assignability. 16.1 (a) This Agreement is shall be binding upon, upon and will inure to the benefit of, The Regents, its of the Parties and their respective successors and permitted assigns. Licensee ; provided, however, that (i) Carrier may not assign its rights or transfer delegate its obligations under this Agreement only with without the express prior written consent of The Regents. The UTC, (ii) Otis may not assign its rights or delegate its obligations under this Agreement without the express prior written consent of The Regents will UTC, (iii) UTC may not assign its rights or delegate its obligations with respect to Carrier under this Agreement without the express prior written consent of Carrier and (iv) UTC may not assign its rights or delegate its obligations with respect to Otis under this Agreement without the express prior written consent of Otis. (b) Notwithstanding the foregoing and without limiting UTC’s rights pursuant to Section 5.03(c), no consent shall be required if pursuant to Section 8.08(a) for the assignment or transfer of a Party’s rights and obligations under the Separation and Distribution Agreement, this Agreement is and the other Ancillary Agreements in conjunction whole (i.e., the assignment of such Party’s rights and obligations under the Separation and Distribution Agreement, this Agreement and all the other Ancillary Agreements all at the same time) in connection with a bona fide arms’ length transaction involving merger, consolidation or other business combination of such Party with or into any other Person or a merger or the transfer sale of all or substantially all of the capital stock assets of such Party to another Person, in each case so long as the resulting, surviving or acquiring Person assumes all the obligations of such applicable Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Party or Parties whose consent would otherwise be required pursuant to Section 8.08(a). The Parties agree that if Carrier or Otis divests a business or portion of Licensee a business to which a third party buyer while such business (or portion thereof, as applicable) is receiving Services under this license relatesAgreement, and the unavailability of the Services for the remaining applicable Service Period would materially and adversely impact such divested business (or portion thereof, as applicable) or Carrier’s or ▇▇▇▇’, as applicable, ability to successfully complete such divestiture, upon the written request of Carrier or ▇▇▇▇, as applicable, UTC and Carrier or ▇▇▇▇, as applicable, will cooperate in good faith and use commercially reasonable efforts to agree on a mutually acceptable and commercially reasonable plan to permit such divested business (or portion thereof, as applicable), but, for clarity, not any portion of the applicable third party buyer’s businesses or operations other than solely such divested business (or portion thereof, as applicable), to continue to receive the applicable Services during the remaining applicable Service Period consistent with the terms and conditions hereof, such plan to include, if mutually acceptable and commercially reasonable, any appropriate set-up or similar activities to segregate, as appropriate, the services provided to the divested business (or portion thereof, as applicable) from those provided to Carrier or ▇▇▇▇, as appropriate, and if and when such plan to segregate the services for such divested business (or portion thereof, as applicable) is mutually agreed (or if not mutually agreed, so long as Licensee UTC and Carrier or ▇▇▇▇, as applicable, shall have determined that such plan is not necessary after cooperating in good standing faith), UTC shall provide such services to such divested business (or portion thereof, as applicable) on the terms set out herein; provided that (a) the third party buyer, pursuant to an agreement with its Carrier or ▇▇▇▇, as applicable, assumes all obligations of Carrier or ▇▇▇▇, as applicable, under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with in respect of such assignee divested business (or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companiesportion thereof) and provided such applicable Services which agreement shall be in form and substance reasonably satisfactory to UTC, and shall also specify that other than the preparation for and provision of the applicable Services and any necessary interaction with the third party buyer in connection therewith, UTC need only communicate and interact with Carrier or ▇▇▇▇, as applicable, and not such assignment third party buyer, including with respect to invoicing, for which UTC shall invoice Carrier or ▇▇▇▇, as applicable, and Carrier or ▇▇▇▇, as applicable, shall remit payment to UTC, (b) notwithstanding the foregoing clause (a) and in addition to (but not place in duplication of) its other indemnification obligations (if any) under the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Separation and Distribution Agreement, the conditions (i)-(iii) below this Agreement or any other Ancillary Agreement, Carrier or ▇▇▇▇, as applicable, shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null indemnify, defend and void. (i) Licensee is then in good standing with hold harmless UTC, its obligations under this Agreement; (ii) Licensee provides The Regents with written notice Subsidiaries and each of such assignmenttheir respective Representatives, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice each of the proposed assignment successors and assigns of any of the foregoing, from and against any and all Liabilities relating to, arising out of or resulting from the sale, delivery or provision of any such Services to such third party buyer (except to the extent practicable that such Liability relates to, arises out of or results from UTC’s gross negligence, willful misconduct or fraud), and (c) the provision of such applicable Services to such third party buyer shall be not be materially more burdensome to UTC, its Subsidiaries and each of their respective Representatives (either alone or in the aggregate with all other Services hereunder) than the provision of such applicable Services prior to such divestiture, including by requiring no greater amount or frequency of any such Services and being subject to no greater requirements or standards (other than the segregation of the services as contemplated above); provided, further, that under no circumstances shall UTC be required to agree to provide any such applicable Services to such third party buyer if doing so would adversely impact (other than de minimis impacts) the circumstances and not prohibited by cost, burden, liability or risk associated with providing such applicable law or regulation or Licensee’s contractual obligations Services compared to the cost, burden, liability and risk associated with providing such applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer Services to Carrier or successor entity agreeing to be bound by all of the provisions of this Agreement▇▇▇▇, as well as assume all responsibilities and liabilities that arose under this Agreement applicable, prior to such divestiture, or otherwise cause any other non-de minimis disruption to or adverse impact on the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferUTC Business.

Assignability. 16.1 LICENSEE, including each Affiliate of LICENSEE, will not grant a security interest, in the License or this Agreement during the Term. This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer be assigned by Cornell (so long as Cornell remains obligated for all obligations under this Agreement as if such assignment had not occurred), but is personal to LICENSEE and assignable by LICENSEE only with the prior written consent of The RegentsCornell, which consent shall not be unreasonably refused or delayed. The Notwithstanding the foregoing, LICENSEE may, without Cornell’s prior written consent of The Regents will consent, (i) assign this Agreement, in whole or in part, to any Affiliate at any time (so long as LICENSEE remains obligated for all obligations under this Agreement as if such assignment had not be required occurred) and (ii) during the Term to a third-party, in each case only if all the following conditions are met: (a) if applicable, the assignment or transfer of this Agreement is occurs in conjunction connection with a bona fide arms’ length transaction involving a merger merger, acquisition, consolidation or the transfer other business combination or sale or other disposition of all or substantially all of LICENSEE’s business or assets relating to the capital stock or business of Licensee to which this license relates, so long as Licensee subject matter hereof; and (b) LICENSEE is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able respect to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void.; and (ic) Licensee if assignee is then an Affiliate, every Affiliate is in good standing in all material respects with its respect to every agreement that such Affiliate has with Cornell; and (d) assignee (including each affiliate of assignee) is not an Excluded Entity; and (e) assignee has sufficient resources to fulfill all of LICENSEE’s obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (ivf) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date assignment, assignee provides Cornell written confirmation that assignee shall assume all of such anticipated assignment or transferLICENSEE’s interests, rights, duties, liabilities and obligations under this Agreement, and agrees to comply with all terms and conditions of this Agreement as if assignee were an original party to this Agreement.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld or delayed), assign to an assignee all or a portion of its rights and obligations under this Agreement is binding upon(including all or a portion of its outstanding Advances or interests therein owned by it, and will inure together with ratable portions of its Commitment); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only with Administrative Agent within ten (10) Business Days after having received notice thereof; provided further that: (i) the prior written Borrower’s consent of The Regents. The prior written consent of The Regents will to any such assignment shall not be required if the assignment or transfer of this Agreement assignee is in conjunction a Permitted Assignee with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee respect to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreementassignor; (ii) Licensee provides The Regents with written notice the Borrower’s consent to any such assignment pursuant to this Section 16.06(a) shall not be required if an Event of such assignment, identifying the assignee or transferee entity’s name Default shall have occurred and contact information, no later than the earlier of is continuing (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited been waived by applicable law or regulation or Licensee’s contractual obligations to the applicable third partyLenders in accordance with Section 16.01); (iii) provide The Regents with no assignment shall be made to a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignmentnatural person; and (iv) pay no assignment shall be made to the Borrower or any of its Affiliates or Subsidiaries. The Regents parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent and the Borrower) an assignment fee Assignment and Acceptance and the applicable tax forms required by Section 16.03(g) and (j). Notwithstanding any other provision of [***] within thirty this Section 16.06, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (30including rights to payment of principal and interest) days after under this Agreement to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignmentpledgee or grantee for such Lender as a party hereto. (b) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Agents and the Lenders. (i) Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (D) each Participant shall have agreed to be bound by this Section 16.06(c) and Sections 15.09(b) and 15.15 and (E) each Participant shall have a short term rating of at least “A-2/P2” by S&P and M▇▇▇▇’▇, respectively. This Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 16.06(f) with respect to any Participant. Sections 2.09, 2.10, and 16.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment fee will not pursuant to paragraph (a) of this Section; provided that no Participant shall be required entitled to any amount under Section 2.09, 2.10, or 16.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the Licensee can applicable participation had not occurred. (ii) In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. An Advance may be participated in whole or in part only by documented evidence registration of such participation on the Participant Register. Any participation of such Advance may be effected only by the registration of such participation on the Participant Register. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) The Administrative Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain at its address specified in Section 16.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register and in accordance with this Section 16.06. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or together with by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Sublicensee) has expended more than [***] in the development of Licensed Products prior Advances or its Commitment to the date of any Person unless such anticipated assignment or transferPerson is a Qualified Purchaser and a QIB.

Assignability. 16.1 This Agreement is binding upon(a) The rights and obligations of the parties under this Agreement, the Note and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only with under any Advance shall not be assigned by any Borrower without the prior written consent of The RegentsLender. The prior written consent Subject to the foregoing, this Agreement, the Note and any Advance shall be binding upon and shall inure to the benefit of The Regents will not be required if the assignment or transfer of parties and their respective successors and assigns. Nothing in this Agreement is in conjunction with a bona fide armsexpress or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Lender may, upon at least five (5) Business Days’ length transaction involving a merger or the transfer of notice to Borrowers, from time to time assign all or substantially all a portion of its rights and obligations under this Agreement, the Note and the other Facility Documents to any Eligible Person pursuant to executed assignment and acceptance by Lender and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be a party hereto and to each Facility Document to the extent of the capital stock percentage or business portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Licensee Lender hereunder, and (b) Lender shall, to which the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Facility Documents. Anything herein to the contrary notwithstanding, no Eligible Person shall be entitled to receive any greater amount hereunder than Lender would be entitled to receive. Unless otherwise stated in the Assignment and Acceptance, Borrower Parties shall continue to take directions solely from Lender unless otherwise notified by Lender in writing. Lender may distribute to any prospective assignee any document or other information delivered to Lender by Borrower Parties. (b) Lender, upon at least five (5) Business Days’ notice to Borrowers, may sell participations to one or more Eligible Persons in or to all or a portion of its rights and obligations under this license relatesAgreement to any Eligible Person; provided, so long as Licensee is however, that (i) Lender’s obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Borrower Parties shall continue to deal solely and directly with Lender in good standing connection with its Lender’s rights and obligations under this Agreement and The Regents the other Facility Documents except as provided in Section 7; provided that no such restrictions shall apply with respect to any sale to any Affiliate of Lender or if an Event of Default has occurred and is legallycontinuing; and provided further that Lender shall act as agent for all purchasers, contractuallyassignees and point of contact for Borrowers pursuant to agency provisions to be agreed upon by Lender, andits intended purchasers and/or assignees and Borrowers. Borrowers agree that each participant shall be entitled to the benefits of Sections 6 and 7 (subject to the requirements and limitations therein, per including the requirements under Section 7(e) (it being understood that the documentation required under Section 7(e) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its policiesinterest by assignment pursuant to paragraph (a) of this Section; provided that such participant shall not be entitled to receive any greater payment under Sections 6 or 7 with respect to any participation, able than its participating Lender would have been entitled to enter into an agreement receive, except to the extent such entitlement to receive a greater payment results from a change in Requirement of Law that occurs after the participant acquired the applicable participation. Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 20, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to any Borrower Party or any of its Subsidiaries or to any aspect of the Advances that has been furnished to Lender by or on behalf of any Borrower Party or any of its Subsidiaries; provided that such assignee or transferee (participant agrees to hold such information subject to the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes confidentiality provisions of companies) and provided that such assignment shall not place the Regents in a conflict of commitmentthis Agreement. 16.2 (c) In any assignment the event Lender assigns all or transfer a portion of its rights and obligations under this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than parties hereto agree to negotiate in accordance with good faith an amendment to this Section will be null and voidAgreement to add agency provisions similar to those included in loan agreements for similar syndicated lending facilities. (id) Licensee Lender hereby agrees that it shall, endorse the Note to reflect any assignments made pursuant to this Section 20 or otherwise. (e) Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lender (including any successor, assignee or participant), and the percentage of such rights and obligations assigned (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers and the Lender shall treat each Person whose name is then recorded in good standing with its obligations under 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 Borrowers and the Lender, at any reasonable time and from time to time upon reasonable prior notice. (iif) Licensee provides The Regents with written notice Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the name and address of each Participant and the percentage of such assignment, identifying rights and obligations of each Participant hereunder (the assignee “Participant Register”); provided that Lender shall not have any obligation to disclose all or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice any portion of the proposed assignment Participant Register (including the identity of any Participant or any information relating to a Participant's interest herein) to any Person except to the extent practicable that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the circumstances United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and not prohibited by applicable law or regulation or Licensee’s contractual obligations the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfercontrary.

Assignability. 16.1 This Agreement is binding upon, (a) The rights and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer obligations of Seller under this Agreement only with and the other Transaction Documents and under any Transaction shall not be assigned by Seller without the prior written consent of The Regents. The prior written Buyer, which consent may be granted or withheld in Buyer’s sole discretion; provided, however, that Buyer shall not unreasonably withhold its consent to an assignment by Seller to an Affiliate of The Regents will not be required if the Seller provided such assignment or transfer is otherwise in compliance with all requirements of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with Section 18. (b) Buyer may assign its rights and obligations under this Agreement and The Regents is legallythe other Transaction Documents and/or under any Transaction or may issue one or more participation interests with respect to any or all of the Transactions, contractuallywithout the consent of, and without prior notice to, Seller, to any other Person, and, per in connection therewith, may bifurcate or allocate (i.e. senior/subordinate) amounts owed to Buyer; provided, however, that, with respect to any such participation or assignment, unless and until Buyer has assigned or granted participations in and to 100% of its policiesrights and obligations under this Agreement and the other Transaction Documents, able to enter into an agreement (i) Buyer shall act as exclusive agent for all participants or assignees in any dealings with Seller in connection with such Transactions (it being acknowledged and agreed that, notwithstanding the foregoing, and subject in any event to clause (ii) below, Buyer may grant to any participants or assignees consent or approval rights with respect to certain material decisions or actions under this Agreement or the Transaction Documents) and (ii) Seller shall not be obligated to deal directly with any party other than Buyer in connection with such Transactions, or, with respect to assignments and participations, to pay or reimburse Buyer, assignee or transferee (the phrase “policies” understood participant for any costs or other amounts that would not have been incurred had no assignment or participation been issued or made, as broadapplicable; and provided, Regents-wide restrictions on assignments to certain classes further, that so long as no Event of companies) Default has occurred and provided that such assignment is continuing, Buyer shall not place assign or grant participations in its rights and obligations hereunder to any of the Regents parties listed on Exhibit X attached hereto or their respective Affiliates (collectively, “Prohibited Transferees”). Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, Buyer may assign and/or grant participations in a conflict any and all of commitment. 16.2 In its rights and obligations to any Prohibited Transferee without notice to or consent of Seller. Seller shall reasonably cooperate at Buyer’s sole cost and expense with Buyer in connection with any assignment or transfer participation, provided Seller’s obligations under such Transaction are not increased and its rights under such Transaction are not impaired. Seller agrees that any assignee or participant shall be entitled to the benefits of Section 3(i) and Section 29 (subject to the limitations and requirements under Section 29 (it being understood that the applicable documentation required under Section 29(c) shall be delivered to the participating Buyer)); provided that, no assignee or participant will be entitled to any greater payment of Additional Amounts under Section 3(i) or Section 29, than its assignor or participating Buyer would have been entitled to receive with respect to the applicable assigned or participated rights and obligations, except to the extent such entitlement to receive a greater payment or Additional Amounts is otherwise set forth herein. (c) Buyer shall, acting for this purpose as a non-fiduciary agent of Seller (the “Registrar”), maintain a record of ownership (the “Register”) on which is entered the name and address of all assignees of Buyer and each such assignee’s interest in the rights under this Agreement and the other Transaction Documents. All assignments pursuant to Section 18 hereof shall be recorded on the Register. This provision is intended to be interpreted so that the indebtedness (for federal income tax purposes, as set forth in Section 22(e)) evidenced by the Transaction Documents is treated as being in registered form in accordance with Section 5f.103-1(c) of the Treasury Regulations. The Register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive absent manifest error, and Buyer and Seller shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer hereunder for all purposes of this Agreement. Buyer may, at any time, designate any other Person, including, subject to Seller’s consent in its sole discretion, Seller, to be the conditions successor Registrar. (i)-(iiid) below Each Buyer that sells a participation shall, acting for this purpose as a non-fiduciary agent of Seller, maintain a register on which is entered the name and address of each participant and such participant’s interest in the rights under this Agreement and the other Transaction Documents (the “Participant Register”); provided that, no Buyer shall be timely met. Any attempted assignment by Licensee have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any rights or obligations under this Agreement and the other than Transaction Documents) to any Person except to the extent that such disclosure is necessary to establish that such rights or obligations are in registered form in accordance with Section 5f.103-1(c) of the Treasury Regulations. The entries in each Participant Register shall be conclusive absent manifest error, and the applicable Buyer shall treat each Person whose name is recorded in such Participant Register as the owner of the related rights and obligations for all purposes of this Section will be null and voidAgreement notwithstanding notice to the contrary. (ie) Licensee is then Subject to the foregoing, this Agreement and the other Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignmentAgreement or the other Transaction Documents, identifying the assignee express or transferee entity’s name and contact informationimplied, no later shall give to any Person, other than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment parties to the extent practicable Transaction Documents and their respective successors and permitted assigns, any benefit or any legal or equitable right, power, remedy or claim under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferTransaction Documents.

Assignability. 16.1 (a) This Agreement is binding uponand any Purchaser’s rights and obligations herein (including ownership of its Participation) shall be assignable, in whole or in part, by such Purchaser and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only assigns with the prior written consent of The Regents. The prior written the Seller and the Agent; provided, however, that such consent of The Regents will shall not be unreasonably withheld; and provided, further, that no such consent shall be required if the assignment is made to (i) any Affiliate of such Purchaser, (ii) any Liquidity Bank (or transfer any Person who upon such assignment would be a Liquidity Bank) of this Agreement is such Purchaser or (iii) any Program Support Provider (or any Person who upon such assignment would be a Program Support Provider) of such Purchaser. Each assignor may, in conjunction connection with a bona fide arms’ length transaction involving a merger the assignment, disclose to the applicable assignee any information relating to the Seller or the transfer of all Pool Receivables furnished to such assignor by or substantially all on behalf of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this AgreementSeller, the conditions (i)-(iii) below shall be timely metAgent, the Purchasers or the Purchaser Agents. Any attempted Upon the assignment by Licensee other than a Purchaser in accordance with this Section will be null 6.3, the assignee receiving such assignment shall have all of the rights of such Purchaser with respect to the Transaction Documents and voidthe Investment (or such portion thereof as has been assigned). (ib) Licensee is then Each Purchaser may at any time grant to one or more banks or other institutions (each a “Liquidity Bank”) party to a Liquidity Agreement or to any other Program Support Provider participating interests or security interests in good standing with its Participation. In the event of any such grant by a Purchaser of a participating interest to a Liquidity Bank or other Program Support Provider, the Purchaser shall remain responsible for the performance of its obligations under this Agreement;hereunder. The Seller agrees that each Liquidity Bank or other Program Support Provider shall be entitled to the benefits of Sections 1.8 and 1.10. (iic) Licensee provides The Regents with written notice This Agreement and the rights and obligations of any Purchaser Agent hereunder shall be assignable, in whole or in part, by such assignment, identifying the assignee or transferee entity’s name Purchaser Agent and contact information, no later than the earlier of (x) the date such transaction is first publicly announced its successors and (y) the date of consummation of such transaction (it being understoodassigns; provided, however, that Licensee will endeavor if such assignment is to provide The Regents with any Person that is not an Affiliate of the assigning Purchaser Agent, such Purchaser Agent must receive the prior written notice consent (which consent in each case shall not be unreasonably withheld) of the proposed assignment to Agent and the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party);Seller. (iiid) provide The Regents with a Except as provided in Section 4.1(d), neither the Seller nor the Servicer may assign its rights or delegate its obligations hereunder or any interest herein without the prior written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all consent of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; andMajority Purchasers. (ive) pay to The Regents an assignment fee Without limiting any other rights that may be available under applicable law, the rights of any Purchaser may be enforced by it directly or by its Purchaser Agent or its other agents. (f) [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer].

Assignability. 16.1 This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only with shall not be assignable by any Party hereto without the prior written consent of The Regents. The the other Party except that (a) Buyer may assign its rights and obligations under this Agreement to any Affiliate of Buyer without the prior written consent of The Regents will not Seller provided that such assignee continues to be required if the assignment or transfer an Affiliate of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer Buyer; (b) Seller may assign its rights and obligations hereunder to any acquiror of all or substantially all of the capital stock assets of Seller, including an assignment by operation of law, without the prior written consent of Buyer and (c) Seller may assign any or business all of Licensee its right to which this license relatesreceive payments hereunder without the prior written consent of Buyer; provided, so long as Licensee is in good standing with however, that no such assignment by any Party shall relieve such Party of any of its obligations hereunder; provided, further, no such assignment, or series or assignments, shall result in either (i) Buyer being obligated to pay the Purchase Price or any portion thereof to more than one Person, (ii) Buyer being required to register, or being deemed to be in violation of registration obligations with respect to, any securities under the Securities Act of 1933, as amended, or becoming subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, pursuant to Section 12(b), 12(g) or 15(d) thereof, or becoming subject to the application of similar securities laws in any other jurisdiction, or (iii) Buyer being deemed to be in privity of contract with, or to owe fiduciary duties directly to, more than five Persons (excluding holders of securities that are unrelated to the transactions pursuant to this Agreement and The Regents is legallyAgreement), contractually, and, per its policies, able in each case without Buyer’s prior written consent. Any assignment contrary to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer provisions of this Agreement, the conditions (i)-(iii) below Section 6.8 shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then . To the extent any assignment by Buyer of its rights or obligations hereunder to a person or entity outside the United States or Canada would result in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice adverse withholding tax consequences to Seller, Buyer shall pay Seller additional amounts sufficient to put Seller in the position Seller would have occupied but for such transfer or exercise of such assignmentrights or obligations, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment limited to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations amount of withholding pursuant to the applicable third party); (iii) provide The Regents with a written agreement signed by reduced withholding tax rate provided for in the proposed acquirer or successor entity agreeing to be bound by all applicable income tax treaty, if any, between Canada and the jurisdiction of the provisions of this Agreementparty exercising Buyer’s rights or subject to Buyer’s obligations, as well as assume all responsibilities and liabilities provided that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date benefits of such anticipated assignment or transfertreaty are available.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Individual Lender Maximum Funding Amount); provided that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is binding upon, a Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required if (x) a Default or an Event of Default shall have occurred (and will inure not been waived by the Lenders in accordance with Section 13.01) or (y) such assignment is required by any Change in Law. The parties to each such assignment shall execute and deliver to the benefit ofAdministrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06, no assignment by any Lender to the Borrower or any of its Affiliates or any Disqualified Lender shall be permitted. (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Agents and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of, but with notice to, the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement;; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (D) each Participant shall have agreed to be bound by this Section 13.06(c), Section 13.06(d), Section 13.06(e) and Section 13.17, and (E) such Participants are not Disqualified Lenders. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section 13.06 (subject to the requirements and limitations set forth in Section 13.03, including the requirements under Section 13.03(g)); provided that (A) such Participant agrees to be subject to the provisions of Section 13.03(g) as if it were an assignee under clause (a) of this Section 13.06 and (B) no Participant shall be entitled to any amount under Section 2.10, 2.11, or 13.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred, except to the extent such entitlement to receive a greater amount results from a Change in Law that occurs after the Participant acquired the applicable participation. (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such assignment, identifying Lender as nonfiduciary agent for the assignee or transferee entity’s Borrower shall maintain a register on which it enters the name and contact information, no later than address of all participants in the earlier of Advances held by it and the principal amount (xand stated interest thereon) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment portion of the Advance which is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Facility Document) to any Person except to the extent practicable that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the circumstances United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and not prohibited by applicable law or regulation or Licensee’s contractual obligations such Lender shall treat each Person whose name is recorded in such Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the applicable third party);contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (iiid) provide The Regents with a written agreement signed by Administrative Agent, on behalf of and acting solely for this purpose as the proposed acquirer or successor entity agreeing to be bound by all nonfiduciary agent of the provisions Borrower, shall maintain at its address specified in Section 13.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide) and compliance with this Section 13.06. The Administrative Agent shall update and furnish to the Collateral Agent and the Borrower from time to time at the request of the Collateral Agent or the Borrower an updated version of Schedule 1 reflecting the then-current allocation of the Individual Lender Maximum Funding Amounts. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as well defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as assume defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances or its Individual Lender Maximum Funding Amount to any Person unless such Person is a Qualified Purchaser and a QIB. (f) Notwithstanding any other provision of this Section 13.06, any Lender may at any time pledge or grant a security interest in all responsibilities or any portion of its rights (including rights to payment of principal and liabilities that arose interest) under this Agreement prior to the effective date secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the proposed assignment, as if Borrower or the Administrative Agent; provided that no such acquirer pledge or successor entity were the original Licensee within thirty (30) days after grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) Borrower shall not have the right to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only or any interest therein except with the prior written consent of The Regents. The prior written Agent and all Lenders. (b) Any Lender may make, carry or transfer Revolving Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to Borrower (including, without limitation, under Section 4 of this Agreement). (c) Each Lender may, with the consent of The Regents will Agent and Borrower (provided, that Borrower’s consent (i) shall not be unreasonably withheld or delayed, (ii) shall not be required if an Event of Default exists and (iii) shall not be required for an assignment by a Lender to a Lender or an affiliate of a Lender), but without the consent of any other Lender, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the Other Agreements; provided, that (i) for each such assignment, the parties thereto shall execute and deliver to Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance Agreement in the form attached hereto as Exhibit D (the “Assignment and Acceptance”), and a processing and recordation fee of Three Thousand Five Hundred and No/100 Dollars ($3,500.00) to be paid by the assignee, and (ii) no such assignment or transfer shall be for less than Five Million and No/100 Dollars ($5,000,000.00). Upon such execution and delivery of the Assignment and Acceptance to Agent and Agent’s recording of such assignment in the Register, from and after the date specified as the effective date in the Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have prior to such assignment pursuant to Section 23 of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with will survive) and be released from its obligations under this Agreement and The Regents is legally, contractually, (and, per its policies, able to enter into in the case of an agreement with such assignee Assignment and Acceptance covering all or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes remaining portion of companies) an assigning Lender’s rights and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of obligations under this Agreement, the conditions (i)-(iii) below such Lender shall cease to be timely meta party hereto). Any attempted assignment by Licensee other than or transfer in accordance with violation of this Section will 20(c) shall be null and void. (d) By executing and delivering an Assignment and Acceptance, the assignee thereunder confirms and agrees as follows: (i) Licensee is then other than as provided in good standing such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement and the Other Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the Other Agreements, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any other Obligor or the performance or observance by Borrower or any other Obligor of its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignmentAgreement and the Other Agreements, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents such assignee confirms that it has received a copy of this Agreement and the Other Agreements, together with a written agreement signed copies of the financial statements referred to in Section 9 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the proposed acquirer or successor entity agreeing terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be bound performed by it as a Lender. (e) Agent shall, maintain at its address referred to in Section 24 of the Agreement a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of Lenders and the Revolving Loan Commitment of, and principal amount of the Revolving Loans owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Agent and Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by Borrower, Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Revolving Loans and any promissory notes evidencing Revolving Loans are registered obligations and the right, title and interest of any Lender and/or its assignees in and to such Revolving Loans or promissory notes, as applicable, shall be transferable only upon notation of such transfer in the Register. This Section 20(e) shall be construed so that the Revolving Loans and any promissory notes evidencing Revolving Loans are at all times maintained in “registered form” within the meaning of sections 163(f), 871(h)(2) and 881(c)(2) of the Code and the applicable Treasury Regulations. (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit D hereto, and in accordance with the provisions of this Section 20, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Borrower. Within five (5) Business Days after its receipt of such notice, Borrower shall execute and deliver to Agent in exchange for the surrendered promissory note or notes, a new promissory note or notes to the order of the assignee in amounts equal to such assignee’s Revolving Loan Commitment and outstanding Revolving Loans hereunder and, if the assigning Lender has retained a portion of the Revolving Loans or its Revolving Loan Commitment, a new promissory note or notes to the order of the assigning Lender in an amount equal to the remaining Revolving Loan Commitment and outstanding Revolving Loans hereunder of such assigning Lender under the terms of this Agreement. Such new promissory note or notes shall re-evidence the indebtedness outstanding under the old promissory note or notes and shall be in the aggregate principal amount of such surrendered promissory note or notes, as well as assume shall be dated of even date herewith and shall otherwise be in substantially the form of the promissory note or notes subject to such assignment. (g) Each Lender may sell participations (without the consent of Agent, Borrower or any other Lender) to one or more parties, in or to all responsibilities (or a portion) of its rights and liabilities that arose obligations under this Agreement prior (including, without limitation, all or a portion of its Revolving Loan Commitment or the Revolving Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the effective date other parties hereto for the performance of such obligations, (iii) Borrower, Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement or any Other Agreement, (iv)such Lender shall not transfer, grant, assign or sell any participation under which the participant shall have rights to approve any amendment or waiver of this Agreement or any Other Agreement and (v) any such participant shall not be entitled to receive any greater payments under this Agreement or any Other Agreement than such Lender would have been entitled to receive with respect to the rights participated. (h) Each Lender agrees that, without the prior written consent of Borrower and Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Revolving Loan or other Liabilities under the securities laws of the proposed assignment, as if such acquirer United States of America or successor entity were the original Licensee within thirty (30) days after of any such assignment; andjurisdiction. (ivi) pay In connection with the efforts of any Lender to The Regents an assignment fee of [***] within thirty (30) days after assign its rights or obligations or to participate interests, such Lender may disclose any such assignment. This assignment fee will not information in its possession regarding Borrower, provided that any assignee or participant or any potential assignee or participant agrees to follow and be required if bound by the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] confidentiality requirements set forth in the development of Licensed Products prior to the date of such anticipated assignment or transferSection 28 hereof.

Assignability. 16.1 This (a) Except as set forth in any Other Ancillary Agreement, this Agreement is and each Other Ancillary Agreement shall be binding upon, upon and will inure to the benefit ofof the Parties hereto and thereto, The Regentsrespectively, its and their respective successors and assigns. Licensee ; provided, however, that except as contemplated in this Section 6.6 or as specifically provided in any Other Ancillary Agreement, no Party hereto or thereto may assign its respective rights or transfer delegate its respective obligations under this Agreement only with or any Other Ancillary Agreement without the express prior written consent of The Regents. The prior the other parties hereto or thereto. (b) In the event IAC desires to effect a spin-off, split-off or similar transaction (however effected) in which the equity interests of a Subsidiary of IAC holding IAC’s interest in NewCo are distributed or otherwise transferred, directly or indirectly, to the holders of one or more classes of IAC’s capital stock, then, upon IAC’s written consent request, NewCo, IAC and such Subsidiary of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to IAC shall enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments amendment to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. Agreement to effect (i) Licensee is then in good standing with the assignment by IAC of its obligations under this Agreement; rights hereunder to such Subsidiary of IAC and (ii) Licensee provides The Regents with written notice the acceptance of such assignment, identifying the assignee or transferee entityrights and assumption of IAC’s name and contact information, no later than the earlier obligations hereunder by such Subsidiary of IAC (xin each case of clauses (i) the date such transaction is first publicly announced and (yii) effective prior to or substantially concurrently with the date of consummation of such transaction (it being understoodtransaction), however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed the acknowledgement by the proposed acquirer NewCo that IAC shall thereafter have no liability hereunder (except for any liability arising from any breach by IAC or successor entity agreeing relating to be bound by all of the provisions of this Agreementany actions or events occurring, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignmentin each case, as if such acquirer on or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of the spin-off, split-off or similar transaction). (c) In the event (i) IAC desires to sell or transfer twenty percent (20%) or more of IAC’s Equity Interest during the Initial Governance Period to an unaffiliated third party or (ii) IAC determines to distribute its equity interest in NewCo to IAC’s stockholders and as a result, to IAC’s knowledge, a Person will hold twenty percent (20%) or more of the outstanding equity interests in NewCo, as a condition to any such anticipated assignment sale, transfer or distribution, the party acquiring the twenty percent (20%) or greater equity interest described in clause (i) or (ii), as applicable, must agree in writing to assume IAC’s obligations under this Agreement (unless the transaction will result in the acquiring party acquiring 100% of the capital stock of NewCo). In the event IAC desires to sell or transfer any of IAC’s Equity Interest during the Initial Governance Period to an Affiliate of IAC (other than by way of a distribution to all of IAC’s stockholders), as a condition to any such sale or transfer, such Affiliate must agree in writing to assume IAC’s obligations under this Agreement (unless the transaction will result in the acquiring Affiliate acquiring 100% of the capital stock of NewCo).

Assignability. 16.1 This Agreement is binding upon, (a) The rights and will inure to obligations of the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer parties under this Agreement only with and under any Transaction shall not be assigned by Seller without the prior written consent of The RegentsBuyer. The prior written consent of The Regents will not be required if Subject to the assignment or transfer of foregoing, this Agreement is and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in conjunction with a bona fide arms’ length transaction involving a merger this Agreement express or implied, shall give to any Person, other than the transfer parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Buyer may from time to time assign all or substantially all a portion of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents the Facility Documents to any Person pursuant to an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned without the prior written consent of Seller; provided, however, that, so long as no Event of Default shall have occurred and is legallycontinuing, contractuallyno such Assignment and Acceptance shall be entered into or discussed with a Disqualified Institution without the prior written consent of Seller. Upon such assignment, and, per its policies, able to enter into an agreement with (a) such assignee shall be a party hereto and to each Facility Document to the extent of the percentage or transferee portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided extent that such assignment rights and obligations have been so assigned by it be released from its obligations hereunder and under the Facility Documents. Unless otherwise stated in the Assignment and Acceptance, Seller shall not place the Regents continue to take directions solely from Buyer unless otherwise notified by B▇▇▇▇ in writing. Buyer may, subject to first obtaining a conflict of commitment. 16.2 In customary confidentiality agreement, distribute to any assignment prospective or transfer of actual assignee this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment other Facility Documents, any other document or other information delivered to Buyer by Licensee other than in accordance with this Section will be null and voidSeller. (b) Buyer may sell participations in all or a portion of its rights and obligations under this Agreement to any one or more Persons without the prior written consent of Seller; provided, however, that (i) Licensee so long as no Event of Default shall have occurred and is then continuing, no such transaction shall be entered into with a Disqualified Institution without the prior written consent of Seller, (ii) Buyer’s obligations under this Agreement shall remain unchanged, (ii) Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Seller shall continue to deal solely and directly with Buyer in good standing connection with Buyer’s rights and obligations under this Agreement and the other Facility Documents except as provided in Section 22; and provided further that Buyer shall act as agent for all purchasers, assignees and point of contact for Seller pursuant to agency provisions to be agreed upon by Buyer, its intended purchasers and/or assignees and Seller. Buyer may, subject to first obtaining a customary confidentiality agreement, distribute to any prospective or actual participant this Agreement, the other Facility Documents, any other document or other information delivered to Buyer by Seller. (c) In the event Buyer assigns all or a portion of its rights and obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor parties hereto agree to provide The Regents with prior written notice of the proposed assignment negotiate in good faith an amendment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay add agency provisions similar to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] those included in the development of Licensed Products prior to the date of such anticipated assignment or transferrepurchase agreements for similar syndicated repurchase facilities.

Assignability. 16.1 This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee (a) Any Lender may assign to one or transfer more assignees (provided that no assignments shall be made to any Loan Party or its Affiliates or to a natural Person or, so long as no Event of Default has occurred and is continuing, to a competitor) all or a portion of its rights and obligations under this Agreement only (including all or a portion of its Commitment and the Loans at the time owing to it), with the prior written consent of The Regents. The prior written the Borrower Representative and the Administrative Agent (such consent not to be unreasonably withheld; it being acknowledged and agreed that it will be reasonable for the Borrower Representative to withhold its consent to any assignment that includes any unfunded commitment to an entity that does not either have a rating of its senior unsecured debt obligations of not less than investment grade or assets in excess of $2,000,000,000) and the Administrative Agent; provided that no consent of The Regents will not the Borrower Representative or the Administrative Agent shall be required (x) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, (y) during any Extension Term or (z) if an Event of Default has occurred and is continuing, for an assignment to any other assignee (in each case, subject to the last sentence of this Section 10.03(a)); provided, further, that the Borrower Representative 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 notice thereof. Notwithstanding anything in the foregoing to the contrary, the consent of the Borrower Representative shall be required for any assignment to any assignee that is in the business of owning and renting single family homes in the United States or transfer to any Affiliate of any such entity (which consent may be withheld in the sole discretion of the Borrower). (b) With respect to any assignment hereunder (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $2,500. (c) Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). At all times during which any Loan is outstanding, the Administrative Agent shall maintain at its address referred to in Section 10.02 of this Agreement (or such other address of the Administrative Agent notified by the Administrative Agent to the other parties hereto) a register as provided herein (the “Register”). The names and addresses of the Lenders, the Aggregate Loan Principal Balance (and stated interest) and any interests therein, and any Assignments and Acceptances of the Aggregate Loan Principal Balance or any interest therein delivered to and accepted by the Administrative Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owner of the Aggregate Loan Principal Balances and any interest therein. Notwithstanding any other provision of this Agreement, no transfer of the Aggregate Loan Principal Balances or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in conjunction the Register as a Lender, as the case may be, under this Agreement for all purposes of this Agreement. This Section 10.03(c) shall be construed so that the Aggregate Loan Principal Balance and any interest therein is maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h) and 881(c) of the Code. Solely for the purposes of this Section 10.03(c), the Administrative Agent will act as a non-fiduciary agent of the Borrowers. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance, the Administrative Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt written notice thereof to the Borrowers and to the Calculation Agent. (e) Any Lender may, without the consent of any Loan Party (except in the case of participations to Approved Participants as described below), at no cost to any Loan Party, sell participations to one or more Persons (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loans); provided that following the sale of a participation under this Agreement (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which such Lender sells such a bona fide arms’ length transaction involving a merger participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the transfer other Loan Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) increases the Commitment participated to such Participant, (ii) reduces the amount of principal or Interest that is payable on account of any Loan or delays any scheduled date for payment thereof, (iii) reduces any fees payable by the Borrowers to the Administrative Agent (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees, (iv) extends the Maturity Date (other than pursuant to an Extension Term), (v) other than as permitted by this Agreement, releases the security interest in substantially all of the Collateral or releases guarantees of all or substantially all Guarantors or (vi) amends, modifies or waives any provision of the definition of “Majority Lenders” or Section 10.01. The Borrowers acknowledge and agree that any Lender’s source of funds may derive in part from its Participants. Accordingly, references in Section 2.10 or Section 2.11 and the other terms and provisions of this Agreement and the other Loan Documents to determinations, reserve and capital stock adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.11, 2.12 and 2.13 (subject to the requirements and limitations therein, including the requirements under Section 2.13(f) it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender by the Lender that sold the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.22 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.10, 2.11, 2.12 or business 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Licensee the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to which this license relatesdisclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, so long as Licensee loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in good standing with registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding the foregoing, the sales of participations to Approved Participants shall be subject to prior written consent (which consent shall not be unreasonably withheld) of the Borrower Representative and the Administrative Agent; provided that no consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing. For the avoidance of doubt, it is understood and agreed that no Participant shall have the additional rights and obligations granted to each “Approved Participant” under this Agreement unless the assignment to such Participant has been approved by the Borrower Representative and The Regents is legally, contractually, approved in writing by the Administrative Agent (and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreementif applicable, the conditions (i)-(iiirelated assigning Lender has assigned its voting rights to such Participant) below as further described in the definition of “Approved Participant”. Notwithstanding anything in the foregoing to the contrary, at any time no Default or Event of Default has occurred and is continuing, the consent of the Borrower Representative shall be timely met. Any attempted assignment by Licensee other than required for any participation to any participant that is in accordance with this Section will the business of owning and renting single family homes in the United States or to any Affiliate of any such entity (which consent may be null and voidwithheld in the sole discretion of the Borrower). (if) Licensee is then in good standing with its The Loan Parties may not assign any of their respective rights or obligations under this Agreement;hereunder or any interest herein without the prior written consent of the Administrative Agent and the Majority Lenders. (iig) Licensee provides The Regents Notwithstanding any other provision of this Agreement to the contrary, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of the principal balance of the Loans and Interest with written notice respect thereto) hereunder to secure obligations of such assignmentLender to a Federal Reserve Bank, identifying without notice to or consent of the assignee Borrowers or transferee entity’s name and contact informationthe Administrative Agent; provided, that no later than the earlier such pledge or grant of a security interest shall (x) the date release a Lender from any of its obligations hereunder or substitute any such transaction is first publicly announced and pledgee or grantee for such Lender as a party hereto or (y) the date of consummation of such transaction (it being understoodcreate any additional, howeveror modify any existing, that Licensee will endeavor to provide The Regents with prior written notice obligations of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose Borrowers under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferother Loan Document.

Assignability. 16.1 This Agreement is binding The parties recognize and acknowledge that: (i) Licensee’s performance hereunder will require, and the Company will rely upon, the exercise of the special creative skills, taste, personalities, industry standing and will inure business acumen of the present management and of those presently in control of Licensee; (ii) the Company’s positive assessment, after extensive review, inquiry and investigation, of the creative skill, taste, personalities, industry standing and business acumen of Licensee’s present management and those presently in control of Licensee, specifically, J▇▇▇ ▇▇▇▇▇, has been a major factor in inducing the Company to enter into this Agreement, but for which assessment the benefit ofCompany could not have done so; (iii) the Company’s right to withhold approval of any and all Articles is an insufficient remedy to protect the Company from injury in the event performance hereunder were delegated to a third party who, The Regentsin the Company’s judgment, its successors did not possess all of the personal attributes described in subparagraphs (i) and assigns. Licensee may assign or transfer (ii) of this paragraph, because the extensive exercise of such right, if necessary to protect the prestige of the Licensed M▇▇▇, would frustrate the purpose of this Agreement only with and adversely affect the marketing and sale of other items of marked under the Licensed M▇▇▇; and (iii) the understanding and intent of the parties are that, under applicable law, this Agreement constitutes a personal service contract and that Licensee’s performance hereunder is non-delegable as a matter of law. In light of the foregoing and of the personal nature of Licensee’s performance hereunder, this Agreement shall not be assigned by Licensee nor shall Licensee have the right to sublicense its rights hereunder, without, in either case, the prior written consent of The Regentsthe Company, except that Licensee may assign this Agreement, in its entirety, to a company wholly owned and controlled by J▇▇▇ H▇▇▇▇ for such time such company is wholly owned and controlled by J▇▇▇ ▇▇▇▇▇. The Company agrees to consider, in good faith, a request by Licensee for such consent; provided, however, that in light of, inter alia, the subjective nature of Licensee’s personal attributes upon which the Company will rely hereunder as described above, the Company shall have the sole discretion to refuse such request. For the purpose of this Paragraph 19.6 (and in addition to any direct assignment), any direct or indirect sale or transfer, or successive sales or transfers in the aggregate, of that portion of the capital stock (or interests therein) of Licensee or the voting rights of such capital stock, or any merger, consolidation or similar combination entered into by Licensee or any parent corporation that limits or reduces the rights or abilities of current owners of Licensee to control the business and affairs of Licensee shall constitute an assignment of Licensee’s rights under this Agreement which requires the prior written consent of The Regents will not be required if the assignment Company. Any purported assignment, sublicense or transfer in violation of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer Paragraph 19.6 shall be void and of all or substantially all no effect, shall be an event of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations default under this Agreement and The Regents is legally, contractually, and, per its policies, able shall give the Company the right to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of terminate this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Individual Lender Maximum Funding Amount); provided that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is binding upona Permitted Assignee with respect to such assignor; and (ii) other than in the case of an assignment to a Disqualified Lender, the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required if (x) such assignment is required by any Change in Law or (y) an Event of Default shall have occurred (and will inure has not been waived by the Lenders in accordance with Section 13.01) and either (1) such assignment is required by any Change in Law or (2) such Event of Default occurred under Section 6.01(a), (b) or (i). The parties to each such assignment shall execute and deliver to the benefit ofAdministrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) an Assignment and Acceptance and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06, no assignment by any Lender to the Borrower or any of its Affiliates shall be permitted. (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement Agents and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voideach Lender. (i) Licensee is then Any Lender may, without the consent of, but with notice to, the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement;; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (D) each Participant shall have agreed to be bound by this Section 13.06(c), Section 13.06(d), Section 13.06(e) and Section 13.17 and (E) such Participants are not Disqualified Lenders (unless an Event of Default has occurred and is continuing and has not been waived by the Lenders in accordance with Section 13.01). Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section 13.06 (subject to the requirements and limitations set forth in Section 13.03, including the requirements under Section 13.03(g)); provided that (A) such Participant agrees to be subject to the provisions of Section 13.03(h) as if it were an assignee under clause (a) of this Section 13.06 and (B) no Participant shall be entitled to any amount under Section 2.10, 2.11, or 13.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred, except to the extent such entitlement to receive a greater amount results from a Change in Law that occurs after the Participant acquired the applicable participation. (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such assignment, identifying ▇▇▇▇▇▇ as nonfiduciary agent for the assignee or transferee entity’s Borrower shall maintain a register on which it enters the name and contact information, no later than address of all participants in the earlier of Advances held by it and the principal amount (xand stated interest thereon) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment portion of the Advance which is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Facility Document) to any Person except to the extent practicable that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the circumstances United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and not prohibited by applicable law or regulation or Licensee’s contractual obligations such Lender shall treat each Person whose name is recorded in such Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the applicable third party);contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (iiid) provide The Regents with a written agreement signed by Administrative Agent, on behalf of and acting solely for this purpose as the proposed acquirer or successor entity agreeing to be bound by all nonfiduciary agent of the provisions Borrower, shall maintain at its address specified in Section 13.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents, the Collateral Administrator and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide) and compliance with this Section 13.06. The Administrative Agent shall update and furnish to the Collateral Agent and the Borrower from time to time at the request of the Collateral Agent or the Borrower an updated version of Schedule 1 reflecting the then-current allocation of the Individual Lender Maximum Funding Amounts. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as well defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as assume defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances or its Individual Lender Maximum Funding Amounts to any Person unless such Person is a Qualified Purchaser and a QIB. (f) Notwithstanding any other provision of this Section 13.06, any Lender may at any time pledge or grant a security interest in all responsibilities or any portion of its rights (including rights to payment of principal and liabilities that arose interest) under this Agreement prior to the effective date secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the proposed assignment, as if Borrower or the Administrative Agent; provided that no such acquirer pledge or successor entity were the original Licensee within thirty (30) days after grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This Agreement is binding upon, (a) The rights and will inure to obligations of the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer Seller Parties under this Agreement only with and the other Transaction Documents and under any Transaction shall not be assigned by the Seller Parties without the prior written consent of The Regents. The Buyer, which consent may be granted or withheld in Buyer’s sole discretion. (b) Buyer shall not sell, assign or otherwise transfer any interest or obligation under this Agreement and the other Transaction Documents and/or under any Transaction without the prior written consent of The Regents will the Sellers, which consent shall not be required if the assignment unreasonably withheld, conditioned or delayed (a “Restricted Transfer”); provided, however, that in no event shall any such assignment, sale or transfer be to any of the parties listed on Exhibit X attached hereto or their respective Affiliates (collectively, “Prohibited Transferees”) without the prior written consent of the Sellers. Buyer may sell participations or synthetic interests in any interest or obligation under this Agreement is and the other Transaction Documents and/or under any Transaction to one or more Persons in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of to all or substantially all a portion of the capital stock or business of Licensee to which this license relatesits rights as Buyer; provided, so long as Licensee is in good standing with its however, that (A) such Person’s obligations under this Agreement and The Regents is legallythe Transaction Documents shall remain unchanged, contractually(B) such Person shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Transaction Documents. For the avoidance of doubt, andthe transfer restrictions described above regarding Restricted Transfers shall not apply, per its policiesand the interests and obligations shall be freely transferable (A) following the occurrence of a Regulatory Event (a “Regulatory Transfer”), able (B) following the occurrence and continuation of an Event of Default or (C) to enter into any Affiliate of Buyer (clauses (B) and (C) together, an agreement “Unrestricted Transfer”). Buyer shall notify the Seller at least twenty (20) Business Days prior to any Restricted Transfer or Regulatory Transfer, and at least five (5) Business Days prior to an Unrestricted Transfer. Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 18(b), disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to any Seller Party or to any aspect of the transactions contemplated by the Transaction Documents that has been furnished to Buyer by or on behalf of any Seller Party; provided that such assignee or transferee participant agrees to hold such information subject to the confidentiality provisions of this Agreement and any confidentiality provisions applicable to any of the documents related thereto. (c) Buyer shall, acting for this purpose as a non-fiduciary agent of Sellers (the phrase “policies” understood as broadRegistrar”), Regents-wide restrictions maintain a record of ownership (the “Register”) on which is entered the name and address of all assignees of Buyer and each such assignee’s interest in the rights and obligations under this Agreement and the other Transaction Documents. All assignments pursuant to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below Section 18 hereof shall be timely metrecorded on the Register. Any attempted assignment This provision is intended to be interpreted so that the indebtedness (for federal income tax purposes, as set forth in Section 22(e)) evidenced by Licensee other than the Transaction Documents is treated as being in registered form in accordance with this Section will be null and void. (i5f.103-1(c) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment Treasury Regulations. The Register shall be available for inspection by Sellers at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive absent manifest error, and Buyer and Sellers shall treat each Person whose name is recorded in the Register pursuant to the extent practicable under the circumstances terms hereof as a Buyer hereunder for all purposes of this Agreement and not prohibited by applicable law or regulation or Licensee’s contractual obligations any other Transaction Document notwithstanding notice to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing contrary, subject to be bound by all of the provisions of this AgreementSection 18. Buyer may, at any time, designate any other Person, including a Seller, to be the successor Registrar. (d) If Buyer sells a participation, Buyer shall, acting for this purpose as well as assume all responsibilities a non-fiduciary agent of Sellers, maintain a register on which is entered the name and liabilities that arose address of each participant and such participant’s interest in the rights and obligations under this Agreement prior and the other Transaction Documents (the “Participant Register”) and no participation shall be effective until recorded on the Participant Register; provided that, Buyer shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any rights or obligations under this Agreement and the other Transaction Documents) to any Person except to the effective date extent that such disclosure is necessary to establish that such rights or obligations are in registered form in accordance with Section 5f.103-1(c) of the proposed assignmentTreasury Regulations. The entries in each Participant Register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in such Participant Register as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; andowner of the related rights and obligations for all purposes of this Agreement notwithstanding notice to the contrary, subject to the provisions of this Section 18. (ive) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior Subject to the date foregoing, this Agreement and the other Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of such anticipated assignment the parties and their respective successors and assigns. Nothing in this Agreement or transferthe other Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors and permitted assigns, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld or delayed), assign to an assignee all or a portion of its rights and obligations under this Agreement is binding upon(including all or a portion of its outstanding Advances or interests therein owned by it, and will inure together with ratable portions of its Commitment); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the benefit ofAdministrative Agent within ten (10) Business Days after having received notice thereof; provided further that: (i) the Borrower’s consent to any such assignment shall not be required if the assignee is a Permitted Assignee with respect to such assignor; (ii) the Borrower’s consent to any such assignment pursuant to this Section 15.06(a) shall not be required if an Event of Default shall have occurred and is continuing (and not been waived by the Lenders in accordance with Section 15.01); and (iii) no such assignment shall be made to a natural person. The parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 15.03(g). Notwithstanding any other provision of this Section 15.06, The Regents, any Lender may at any time pledge or grant a security interest in all or any portion of its successors rights (including rights to payment of principal and assigns. Licensee may assign or transfer interest) under this Agreement only with to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such ▇▇▇▇▇▇ as a party hereto. (b) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written the Agents and the Lenders. (i) Any Lender may, without the consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger Borrower, the Administrative Agent or the transfer of Swingline Lender sell participations to one or more banks or other entities (a “Participant”) in all or substantially all a portion of the capital stock or business of Licensee to which such Lender’s rights and obligations under this license relates, so long as Licensee is in good standing with its Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and The Regents is legally, contractually, and, per its policies, able the other Lenders shall continue to enter into an agreement deal solely and directly with such assignee or transferee Lender in connection with such Lender’s rights and obligations under this Agreement, and (the phrase “policies” understood as broad, Regents-wide restrictions on assignments D) each Participant shall have agreed to certain classes of companiesbe bound by this Section 15.06(c) and Sections 15.09(b), 15.15 and 15.19. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.09, 2.10, and 15.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that no Participant shall be entitled to any amount under Section 2.09, 2.10, or 15.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not place the Regents in a conflict of commitmentoccurred. 16.2 (ii) In the event that any assignment Lender sells participations in any portion of its rights and obligations hereunder, such ▇▇▇▇▇▇ as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or transfer any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Advances or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Advance or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. An Advance may be participated in whole or in part only by registration of such participation on the Participant Register. Any participation of such Advance may be effected only by the registration of such participation on the Participant Register. The entries in the Participant Register shall be conclusive absent manifest error. (d) The Collateral Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain at its address specified in Section 15.02 or such other address as the Collateral Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, the conditions (i)-(iii) below . The Register shall be timely metavailable for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Any attempted An Advance may be assigned or sold in whole or in part only by registration of such assignment by Licensee other than or sale on the Register and in accordance with this Section will be null and void15.06. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) Licensee is then in good standing with its obligations under on the date that it becomes a party to this Agreement; Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) Licensee provides The Regents with written notice on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of such assignment, identifying the assignee its Advances or transferee entity’s name and contact information, no later than the earlier of its Commitment to (x) the date such transaction any Person that is first publicly announced not both a Qualified Purchaser and a QIB or (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice Borrower or any of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or LicenseeBorrower’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferAffiliates.

Assignability. 16.1 This (a) The Borrower shall not have the right to assign this Credit Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only any interest therein except with the prior written consent of the Lenders. No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (c) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (g) of this Section or (iii) by way of pledge or assignment of a scrutiny interest in accordance with paragraph (b) of this Section. (b) Notwithstanding subsection (c) of this Section 13.5, nothing herein shall restrict, prevent or prohibit any Lender from (i) pledging or assigning a security interest in all or any portion of its rights under this Credit Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or (ii) granting assignments or participations in such Lender’s Loans and/or Commitments hereunder to any Approved Assignee. Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to the Borrower. (c) Any Lender may, in the ordinary course of its lending business and in accordance with Applicable Law, at any time, assign to any Approved Assignee and, with the consent of the Agent and, so long as no Event of Default has occurred or is continuing, the Borrower (such consent not to be unreasonably withheld or delayed) and concurrent notice to the Borrower, but without the consent of any other Lender, assign to one or more other Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement; provided, however, that (i) the Borrower shall be deemed to have given its consent ten (10) Business Days after the date written notice thereof has been delivered to the Borrower by the assigning Lender (through the Agent) unless such consent is expressly refused by the Borrower prior to such tenth (10th) Business Day, (ii) for each such assignment, the parties thereto shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Assumption, together with a processing and recordation fee of $3,500 to be paid by the assignee, (iii) no such assignment shall be for less than $4,000,000 or, if less, the entire remaining principal amount of the Loans of such Lender and (iv) if such assignee is a Foreign Lender, all of the requirements of Section 2.4(b) shall have been satisfied as a condition to such assignment; and provided, further, that any assignment to an Approved Assignee shall not be subject to the minimum assignment amounts specified herein. Upon such execution and delivery of the Assignment and Assumption to the Agent, from and after the Acceptance Date, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (other than any rights it may have pursuant to Section 13.7 which will survive) and be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). (d) By executing and delivering an Assignment and Assumption, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Assumption, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Credit Parties or the performance or observance by the Credit Parties of any of its obligations under this Credit Agreement or any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, (iii) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the financial statements referred to in Section 6.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption, (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Credit Documents as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Credit Agreement are required to be performed by it as a Lender. (e) The RegentsAgent shall maintain at its address referred to in Section 13.4 a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of (i) the names and addresses of the Lenders and (if applicable) the Commitments of, and principal amount of (and stated interest on) the Loans owing to, each Lender from time to time (the “Register”) and (ii) information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement. The Register and copies of each Assignment and Assumption shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its receipt of an Assignment and Assumption executed by an assigning Lender, the Agent shall, if such Assignment and Assumption has been completed and is in substantially the form of Exhibit A, (i) accept such Assignment and Assumption, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.. (g) Each Lender may sell participations, without the consent of the Agent, the Borrower or any other Lender, to one or more parties other than (w) the Credit Parties, or any of the Credit Parties’ Affiliates or Subsidiaries (other than Sponsor Affiliated Lenders as permitted by Section 13.5(k)), (x) any Defaulting Lender, (y) a natural Person or (z) so long as no Event of Default under Section 10.1(a) or (f) has occurred or is continuing, a Disqualified Lender (each, a “Participant”), in or to all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Credit Agreement (including, without limitation, its Commitments to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement (it being understood that the documentation required under Section 2.4(c) shall be delivered to the participating Lender) and (iv) such Lender shall not transfer, grant, assign or sell any participation under which the Participant shall have rights to approve any amendment or waiver of this Credit Agreement except to the extent such amendment or waiver would (A) extend the final maturity date or the date for the payments of any installment of fees or principal or interest of any Loans, (B) reduce the amount of any installment of principal of the Loans, (C) except as otherwise expressly provided in this Credit Agreement, reduce the interest rate applicable to the Loans, or (D) except as otherwise expressly provided in this Credit Agreement, reduce any Fees payable hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.4, 3.7 and 2.4 (subject to the requirements and limitations therein, including the requirements under Section 2.4(e) and 2.4(f) (it being understood that the documentation required under Section 2.4(e) and 2.4(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.8 as if it were an assignee under paragraph (c) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.4 or 3.4, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (h) Each Lender agrees that, without the prior written consent of The Regents the Borrower and the Agent, it will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In make any assignment or transfer sell a participation hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or other Obligation under the securities laws of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidUnited States of America or of any jurisdiction. (i) Licensee is then In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, such Lender may disclose any information in good standing with its obligations under this Agreement;possession regarding the Borrower or any of its Subsidiaries so long as it advises of the prospective assignee of the confidentiality provisions set forth herein and such prospective assignee agrees to abide by such confidentiality provisions. (iij) Licensee provides The Regents In connection with written notice any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignmentassignment shall be effective unless and until, identifying in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or transferee entity’s name subparticipations, or other compensating actions, including funding, with the consent of the Borrower and contact informationthe Agent, no later than the earlier applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the date such transaction is first publicly announced Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its pro rata share. Notwithstanding the date foregoing, in the event that any assignment of consummation rights and obligations of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreementparagraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Credit Agreement until such compliance occurs. (k) In case of an assignment to a Sponsor Affiliated Lender, (1) after giving effect to such assignment, to all other assignments with all Sponsor Affiliated Lenders, the aggregate principal amount of all Loans and Commitments then held by all Sponsor Affiliated Lenders shall not exceed 15% of the aggregate unpaid principal amount of the Loans then outstanding (determined as of the time of such purchase), (2) in the event that any proceeding under the Bankruptcy Code shall be instituted by or against the Borrower or any Guarantor, each Sponsor Affiliated Lender shall acknowledge and agree that they are each “insiders” under Section 101(31) of the Bankruptcy Code and, as well as assume all responsibilities such, the claims associated with the Loans and liabilities that arose under this Agreement prior Commitments owned by it shall not be included in determining whether the applicable class of creditors holding such claims has voted to accept a proposed plan for purposes of Section 1129(a)(10) of the Bankruptcy Code, or, alternatively, to the effective date extent that the foregoing designation is deemed unenforceable for any reason, each Sponsor Affiliated Lender shall vote in such proceedings in the same proportion as the allocation of voting with respect to such matter by those Lenders who are not Sponsor Affiliated Lenders, except to the extent that any plan of reorganization proposes to treat the Obligations held by such Sponsor Affiliated Lender in a manner that is less favorable in any material respect to such Sponsor Affiliated Lender than the proposed assignmenttreatment of similar Obligations held by Lenders that are not Sponsor Affiliated Lenders, as if (3) such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay Sponsor Affiliated Lender will not receive information provided solely to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee Lenders and will not be required if the Licensee can establish by documented evidence that it permitted to attend or participate in (or together receive any notice of) Lender meetings or conference calls and will not be entitled to challenge the Agent’s and the Lenders’ attorney-client privilege as a result of their status as Sponsor Affiliated Lenders, (4) any purchases by Sponsor Affiliated Lenders shall require that such Sponsor Affiliated Lender clearly identify itself as a Sponsor Affiliated Lender in any Assignment and Assumption executed in connection with its Sublicensee) has expended more than [***] in the development of Licensed Products prior such purchases or sales and each such Assignment and Assumption shall contain customary “big boy” representations but no requirement to make representations as to the date absence of any material nonpublic information, (5) each Sponsor Affiliated Lender waives any rights to bring any action in connection with such anticipated assignment purchased Loans or transfer.Commitments against the Agent in its capacity as such and (6) Holdings and its Subsidiaries may not purchase any Loans. Each Sponsor Affiliated Lender agrees to notify the Agent promptly (and in any event within ten (10) Business Days) if

Assignability. 16.1 This Agreement (a) Any Conduit Lender may assign at any time all or any portion of its rights and obligations hereunder and interests herein (i) without the consent of or prior notice to any party hereto, to any one or more of the Committed Lenders in its Lender Group, any Affiliate of its Administrative Agent, any Liquidity Provider for such Conduit Lender or any commercial paper conduit that is binding uponadministered by the Administrative Agent of its Lender Group or such Administrative Agent's Affiliate, and will inure (ii) with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), to any other Person not listed in clause (i) above; provided that the consent of the Borrower shall not be required if an Event of Termination has occurred and is continuing. (b) Any Administrative Agent may, with notice to the benefit ofBorrower and the Servicer, and with the consent of the Lenders in its Lender Group, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Lender or to any Affiliate of such Administrative Agent or any Lender. (c) Any Committed Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and with the consent of the Administrative Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person; provided, however, that the consent of the Borrower shall not be required in connection with any assignment by a Committed Lender (i) if an Event of Termination has occurred and is continuing or (ii) to any other Lender or any Affiliate of such Committed Lender. (d) With respect to any assignment hereunder, the parties to each such assignment shall execute and deliver to the Program Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $2,500. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (e) At all times during which any Loan is outstanding, the Program Agent shall maintain at its address referred to in Section 10.02 of this Agreement (or such other address of the Program Agent notified by the Program Agent to the other parties hereto) a register as provided herein (the "Register"). The RegentsAggregate Principal Balance and any interests therein, and any Assignments and Acceptances of the Aggregate Principal Balance or any interest therein delivered to and accepted by the Program Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owners of the Aggregate Principal Balances and any interests therein. Notwithstanding any other provision of this Agreement, no transfer of the Aggregate Principal Balances or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Program Agent, the Administrative Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender, as the case may be, under this Agreement for all purposes of this Agreement. This Section 10.03(e) shall be construed so that the Aggregate Principal Balance and any interest therein is maintained at all times in "registered form" within the meaning of Sections 163(f), 871(h) and 881(c) of the IRC. Solely for the purposes of this Section 10.03, the Program Agent will act as an agent of the Borrower. The Register shall be available for inspection by the Borrower, the Servicer or any Administrative Agent at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its successors receipt of an Assignment and assignsAcceptance, the Program Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (g) Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (each, a "Participant") in all or a portion of its rights and obligations hereunder (including the outstanding Loan); provided, that following the sale of a participation under this Agreement, (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Program Agent, the Servicer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Licensee Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the other Facility Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Facility Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of principal or Interest that is payable on account of any Loan or delays any scheduled date for payment thereof or (ii) reduces any fees payable by the Borrower to the Program Agent or such Lender's Administrative Agent, as applicable (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees. The Borrower acknowledges and agrees that any Lender's source of funds may derive in part from its Participants. Accordingly, references in Sections 2.11 through 2.15 and the other terms and provisions of this Agreement and the other Facility Documents to determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants; provided, however, that in no event shall the Borrower be liable to any Participant under Sections 2.11 through 2.15 for an amount in excess of that which would be payable to the applicable Lender under such sections at such time. (h) Neither the Borrower nor the Servicer may assign any of its rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement Program Agent and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voideach Administrative Agent. (i) Licensee is then Notwithstanding any other provision of this Agreement to the contrary, any Lender may at any time pledge or grant a security interest in good standing all or any portion of its rights (including, without limitation, rights to payment of the principal balance of the Loans made by it and Interest with respect thereto) hereunder pursuant to repurchase transactions or other financing transactions as part of such Lender's ordinary course of business, including to secure obligations of such Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Program Agent; provided that no such pledge or grant of a security interest shall release a Lender from any of its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee hereunder or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee (a) Any Lender may assign to one or transfer more assignees (provided that no assignments shall be made to any Loan Party or its Affiliates or to a natural Person) all or a portion of its rights and obligations under this Agreement only (including all or a portion of its Commitment and the Loans at the time owing to it), with the prior written consent (such consent not to be unreasonably withheld or delayed) of The Regents. The prior written the Borrower Representative and the Administrative Agent; provided that (x) no consent of The Regents will not the Borrower Representative or the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund and (y) no consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing, for an assignment to any other assignee; provided, further, that the Borrower Representative 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 notice thereof. (b) With respect to any assignment hereunder (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $2,500. (c) Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or transfer the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). At all times during which any Loan is outstanding, the Administrative Agent shall maintain at its address referred to in Section 10.02 of this Agreement (or such other address of the Administrative Agent notified by the Administrative Agent to the other parties hereto) a register as provided herein (the “Register”). The names and addresses of the Lenders, the Aggregate Commitment, the Aggregate Loan Principal Balance and any interests therein, and any Assignments and Acceptances of the Aggregate Loan Principal Balance or any interest therein delivered to and accepted by the Administrative Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owner of the Aggregate Loan Principal Balances and any interest therein. Notwithstanding any other provision of this Agreement, no transfer of the Aggregate Loan Principal Balances or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in conjunction the Register as a Lender, as the case may be, under this Agreement for all purposes of this Agreement. This Section 10.03(c) shall be construed so that the Aggregate Loan Principal Balance and any interest therein is maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h), and 881(c) of the Code. Solely for the purposes of this Section 10.03(c), the Administrative Agent will act as a non-fiduciary agent of the Borrowers. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance, the Administrative Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrowers and to the Calculation Agent. (e) Any Lender may, without the consent of any Loan Party (except in the case of participations to Approved Participants as described below), sell participations to one or more Persons (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loans); provided that following the sale of a participation under this Agreement (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which such Lender sells such a bona fide arms’ length transaction involving a merger participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the transfer other Loan Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) increases the Commitment participated to such Participant, (ii) reduces the amount of principal or Interest that is payable on account of any Loan or delays any scheduled date for payment thereof, (iii) reduces any fees payable by the Borrowers to the Administrative Agent (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees, (iv) extends the Maturity Date (other than pursuant to the Extension Term), (v) other than as permitted by this Agreement, releases the security interest in substantially all of the Collateral or releases guarantees of all or substantially all Guarantors or (vi) amends, modifies or waives any provision of the definition of “Majority Lenders” or Section 10.01. The Borrowers acknowledge and agree that any Lender’s source of funds may derive in part from its Participants. Accordingly, references in Section 2.09 or 2.10 and the other terms and provisions of this Agreement and the other Loan Documents to determinations, reserve and capital stock adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09, 2.10, 2.11, and 2.12 (subject to the requirements and limitations therein, including the requirements under Section 2.12(f) it being understood that the documentation required under Section 2.12(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section 10.03; provided that such Participant (A) agrees to be subject to the provisions of Section 2.22 as if it were an assignee under paragraph (a) of this Section 10.03; and (B) shall not be entitled to receive any greater payment under Section 2.09, 2.10, 2.11, or business 2.12, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Licensee the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to which this license relatesdisclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, so long as Licensee loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in good standing with registered form under Section 5f.103-1(c) of the United States Treasury Regulations or as necessary for any Borrower, the Administrative Agent or the U.S. Withholding Agent to satisfy its obligations under FATCA. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding the foregoing, the sales of participations to Approved Participants shall be subject to prior written consent (which consent shall not be unreasonably withheld) of the Borrower Representative and The Regents the Administrative Agent; provided that no consent of the Borrower Representative shall be required if an Event of Default has occurred and is legallycontinuing; provided, contractuallyfurther, that the Borrower Representative shall be deemed to have consented to any such participation to an Approved Participant unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof. For the avoidance of doubt, it is understood and agreed that no Participant shall have the additional rights and obligations granted to each “Approved Participant” under this Agreement unless the assignment to such Participant has been approved by the Borrower Representative and the Administrative Agent (and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreementif applicable, the conditions (i)-(iiirelated Assigning Lender has assigned its voting rights to such Participant) below shall be timely met. Any attempted assignment by Licensee other than as further described in accordance with this Section will be null and voidthe definition of “Approved Participant”. (if) Licensee is then in good standing with its The Loan Parties may not assign any of their respective rights or obligations under this Agreement;hereunder or any interest herein without the prior written consent of the Administrative Agent and the Majority Lenders. (iig) Licensee provides The Regents Notwithstanding any other provision of this Agreement to the contrary, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of the principal balance of the Loans and Interest with written notice respect thereto) hereunder to secure obligations of such assignmentLender to a Federal Reserve Bank, identifying without notice to or consent of the assignee Borrowers or transferee entity’s name and contact informationthe Administrative Agent; provided, that no later than the earlier such pledge or grant of a security interest shall (x) the date release a Lender from any of its obligations hereunder or substitute any such transaction is first publicly announced and pledgee or grantee for such Lender as a party hereto or (y) the date of consummation of such transaction (it being understoodcreate any additional, howeveror modify any existing, that Licensee will endeavor to provide The Regents with prior written notice obligations of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose Borrowers under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferother Loan Document.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Allocated Facility Amount); provided that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is binding upona Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required if (x) a Default or an Event of Default shall have occurred (and not been waived by the Lenders in accordance with Section 13.01) or (y) such assignment is required by any applicable law, regulation or Governmental Authority. The parties to each such assignment shall execute and will inure deliver to the benefit ofAdministrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06, no assignment by any Lender to the Borrower, any of its Affiliates or a Competitor shall be permitted. (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Agents and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of, but with notice to, the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement;; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 13.06(c), Section 13.06(d) and Section 13.17; (E) such Participants are not Competitors. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section 13.06 (subject to the requirements and limitations set forth in Section 13.03, including the requirements under Section 13.03(g)); provided that (A) such Participant agrees to be subject to the provisions of Section 13.03(g) as if it were an assignee under clause (a) of this Section 13.06 and (B) no Participant shall be entitled to any amount under Section 2.10, 2.11, or 13.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred, except to the extent such entitlement to receive a greater amount results from a Change in Law that occurs after the Participant acquired the applicable participation. (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”). An Advance may be participated in whole or in part only by registration of such assignmentparticipation on the Participant Register (and each Note, identifying the assignee or transferee entity’s name and contact informationif any, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation shall expressly so provide). Any participation of such transaction (it being understood, however, that Licensee will endeavor to provide Advance may be effected only by the registration of such participation on the Participant Register. The Regents with prior written notice of Participant Register shall be available for inspection by the proposed assignment Borrower to the extent practicable necessary for the Borrower to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1 of the circumstances United States Treasury Regulations and not prohibited by applicable law or regulation or Licensee’s contractual obligations Section 1.163-5 of the Proposed United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in such Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the applicable third party);contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (iiid) provide The Regents with a written agreement signed by Administrative Agent, on behalf of and acting solely for this purpose as the proposed acquirer or successor entity agreeing to be bound by all nonfiduciary agent of the provisions Borrower, shall maintain at its address specified in Section 13.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, as well as assume if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide) and compliance with this Section 13.06. The Administrative Agent shall update and furnish to the Collateral Agent and the Borrower from time to time at the request of the Collateral Agent or the Borrower an updated version of Schedule 1 reflecting the then-current allocation of the Allocated Facility Amounts. (e) Notwithstanding any other provision of this Section 13.06, any Lender may at any time pledge or grant a security interest in all responsibilities or any portion of its rights (including rights to payment of principal and liabilities that arose interest) under this Agreement prior to the effective date secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the proposed assignment, as if Borrower or the Administrative Agent; provided that no such acquirer pledge or successor entity were the original Licensee within thirty (30) days after grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld or delayed), assign to an assignee all or a portion of its rights and obligations under this Agreement is binding upon(including all or a portion of its outstanding Advances or interests therein owned by it, and will inure together with ratable portions of its Commitment); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only with Administrative Agent within ten (10) Business Days after having received notice thereof; provided further that: (i) the prior written Borrower’s consent of The Regents. The prior written consent of The Regents will to any such assignment shall not be required if the assignment or transfer of this Agreement assignee is in conjunction a Permitted Assignee with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee respect to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreementassignor; (ii) Licensee provides The Regents with written notice the Borrower’s consent to any such assignment pursuant to this Section 16.06(a) shall not be required if an Event of such assignment, identifying the assignee or transferee entity’s name Default shall have occurred and contact information, no later than the earlier of is continuing (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited been waived by applicable law or regulation or Licensee’s contractual obligations to the applicable third partyLenders in accordance with Section 16.01); (iii) provide The Regents with no assignment shall be made to a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignmentnatural person; and (iv) pay no assignment shall be made to the Borrower or any of its Affiliates or Subsidiaries. The Regents parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent and the Borrower) an assignment fee Assignment and Acceptance and the applicable tax forms required by Section 16.03(g) and (j). Notwithstanding any other provision of [***] within thirty this Section 16.06, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (30including rights to payment of principal and interest) days after under this Agreement to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignmentpledgee or grantee for such Lender as a party hereto. (b) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Agents and the Lenders. (i) Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (D) each Participant shall have agreed to be bound by this Section 16.06(c) and Sections 15.09(b) and 15.15 and (E) each Participant shall have a short term rating of at least “A-2/P2” by S&P and ▇▇▇▇▇’▇, respectively. This Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 16.06(f) with respect to any Participant. Sections 2.09, 2.10, and 16.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment fee will not pursuant to paragraph (a) of this Section; provided that no Participant shall be required entitled to any amount under Section 2.09, 2.10, or 16.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the Licensee can applicable participation had not occurred. (ii) In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. An Advance may be participated in whole or in part only by documented evidence registration of such participation on the Participant Register. Any participation of such Advance may be effected only by the registration of such participation on the Participant Register. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) The Administrative Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain at its address specified in Section 16.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register and in accordance with this Section 16.06. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or together with by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Sublicensee) has expended more than [***] in the development of Licensed Products prior Advances or its Commitment to the date of any Person unless such anticipated assignment or transferPerson is a Qualified Purchaser and a QIB.

Assignability. 16.1 This Agreement is binding upon, The rights and will inure to obligations of the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer parties under this Agreement only with and under any Advance shall not be assigned by any Borrower without the prior written consent of The RegentsAdministrative Agent. The prior written consent of The Regents will not be required if Subject to the assignment or transfer of foregoing, this Agreement is and any Advance shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in conjunction with a bona fide armsthis Agreement express or implied, shall give to any Person, other than the parties to this Agreement and their successors and permitted assigns hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Each Lender, upon at least five (5) Business Days’ length transaction involving a merger or the transfer of written notice to Borrower Representative and Calculation Agent, may from time to time assign all or substantially all a portion of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents is legallythe other Facility Documents to any Affiliate of Lender without consent of the Borrowers or any other Person with prior written consent of Borrowers (such consent not to be unreasonably withheld or delayed; provided, contractually, and, per its policies, able to enter into an agreement with that no such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below consent shall be timely metrequired if an Event of Default has occurred and is continuing) pursuant to an executed assignment and acceptance by such L▇▇▇▇▇ and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Any attempted Administrative Agent and each Lender acknowledges and agrees that it shall be considered reasonable for a Borrower to withhold its consent in connection with an assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with to a competitor of such Borrower or any of its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of Affiliates. Upon such assignment, identifying the (a) such assignee or transferee entity’s name shall be a party hereto and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment each Facility Document to the extent practicable under of the circumstances percentage or portion set forth in the Assignment and not prohibited by applicable law or regulation or Licensee’s contractual obligations Acceptance, and shall succeed to the applicable third party); rights and obligations of such Lender hereunder, and (iiib) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreementsuch Lender shall, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the proposed assignment, as if Facility Documents. Each such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay Assignment and Acceptance shall be delivered to The Regents an assignment fee of [***] within thirty (30) days after any such assignmentAdministrative Agent. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] Unless otherwise stated in the development of Licensed Products prior Assignment and Acceptance, Borrower Parties and Calculation Agent shall continue to take directions solely from Lender unless otherwise notified by Administrative Agent in writing. Administrative Agent may distribute to any prospective assignee any document or other information delivered to the date of such anticipated assignment or transferapplicable Lender by Borrower Parties.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Individual Lender Maximum Funding Amount); provided that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is binding upon, a Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required (other than with respect to an assignment to a MS Competitor) if (x) a Material Default or an Event of Default shall have occurred and will inure is continuing (and not been waived by the Lenders in accordance with Section 13.01) or (y) such assignment is required by any Change in Law. The parties to each such assignment shall execute and deliver to the benefit ofAdministrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06, no assignment by any Lender to the Borrower or any of its Affiliates shall be permitted. (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Agents and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of (other than with respect to a participation to a MS Competitor), but with notice to, the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement;; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 13.06(c), Section 13.06(d), Section 13.06(e) and Section 13.17. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section 13.06 (subject to the requirements and limitations set forth in Section 13.03, including the requirements under Section 13.03(g)); provided that (A) such Participant agrees to be subject to the provisions of Section 13.03(g) as if it were an assignee under clause (a) of this Section 13.06 and (B) no Participant shall be entitled to any amount under Section 2.10, 2.11, or 13.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred, except to the extent such entitlement to receive a greater amount results from a Change in Law that occurs after the Participant acquired the applicable participation. (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such assignment, identifying ▇▇▇▇▇▇ as nonfiduciary agent for the assignee or transferee entity’s Borrower shall maintain a register on which it enters the name and contact information, no later than address of all participants in the earlier of Advances held by it and the principal amount (xand stated interest thereon) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment portion of the Advance which is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Facility Document) to any Person except to the extent practicable that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) and proposed Section 1.163-5(b) of the circumstances United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and not prohibited by applicable law or regulation or Licensee’s contractual obligations such Lender shall treat each Person whose name is recorded in such Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the applicable third partycontrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. This Section 13.06(c)(ii) shall be construed so that such commitments, loans, letters of credit or other obligations are at all times maintained in “registered form” within the meaning of Sections 163(f);, 871(h)(2) and 881(c)(2) of the Code, Section 5f.103-1(c) of the United States Treasury regulations, and any other related regulations or successor provisions or regulations. (iiid) provide The Regents with a written agreement signed by Administrative Agent, on behalf of and acting solely for this purpose as the proposed acquirer or successor entity agreeing to be bound by all nonfiduciary agent of the provisions Borrower, shall maintain at its address specified in Section 13.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide) and compliance with this Section 13.06. The Administrative Agent shall update and furnish to the Collateral Agent and the Borrower from time to time at the request of the Collateral Agent or the Borrower an updated version of Schedule 1 reflecting the then-current allocation of the Individual Lender Maximum Funding Amounts. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as well defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as assume defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances or its Individual Lender Maximum Funding Amounts to any Person unless such Person is a Qualified Purchaser and a QIB. (f) Notwithstanding any other provision of this Section 13.06, any Lender may at any time pledge or grant a security interest in all responsibilities or any portion of its rights (including rights to payment of principal and liabilities that arose interest) under this Agreement prior to the effective date secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the proposed assignment, as if Borrower or the Administrative Agent; provided that no such acquirer pledge or successor entity were the original Licensee within thirty (30) days after grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) Subject to the benefit ofconditions set forth in this Section 12.06, The Regentseach Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and the Administrative Agent, assign to any Person all or a portion of its successors rights and assigns. Licensee may assign or transfer obligations under this Agreement only (including all or a portion of its Advances Outstanding or interests therein owned by it, together with ratable portions of its Commitment); provided that such consent shall be deemed to have been granted by the prior written Borrower if the Borrower shall not have objected in writing within five (5) Business Days of receipt of any such request for consent; provided, further, that: (i) neither the Borrower’s nor the Administrative Agent’s consent of The Regents. The prior written consent of The Regents will not to any such assignment shall be required if the assignment assignee is (A) a Lender or transfer any of this Agreement is in conjunction with its Affiliates or (B) managed by a bona fide arms’ length transaction involving a merger Lender or the transfer any of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this AgreementAffiliates; (ii) Licensee provides The Regents with written notice the Borrower’s consent to any such assignment pursuant to this Section 12.06(a) shall not be required if an Event of such assignment, identifying the assignee or transferee entity’s name Default shall have occurred and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party)be continuing; (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior notwithstanding anything herein to the effective date of contrary, each Lender may make an assignment to any Person (other than a Competitor) with notice to, but without the proposed assignmentconsent of, as the Borrower or the Administrative Agent if such acquirer ▇▇▇▇▇▇ makes a reasonable determination that its ownership of any of its rights or successor entity were the original Licensee within thirty (30) days after any such assignmentobligations hereunder is prohibited by Applicable Law; and (iv) pay to The Regents in no event shall an assignment fee be made to a Competitor without the Borrower’s prior written consent unless an Event of [***] within thirty Default shall have occurred and be continuing. The parties to each such assignment shall execute and deliver to the Administrative Agent (30with a copy to the Collateral Agent) days an Assignment and Acceptance and the applicable tax forms required by Sections 12.03(f), together with administrative details for the applicable assignee (if such assignee is not a current Lender or an Affiliate of Citibank). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.06(d), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement, and to the extent of the interest assigned by such assigning Lender, have the rights and obligations of a Lender under this Agreement. Notwithstanding any other provision of this Section 12.06, (x) no assignment may be made to the Borrower, the Collateral Manager, the Equityholder or any of their respective Affiliates and (y) no assignment shall be made to any Defaulting Lender, a natural person or any Person that, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y). (b) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent and the Lenders. (i) Any Lender may, without the consent of (but with notice to) the Borrower, sell participations to Participants in all or a portion of such Lender’s rights and obligations under this Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Agents, the Collateral Administrator, the Custodian and the Securities Intermediary and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 12.06(c), Section 12.06(e), Section 12.09 and Section 12.16. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09 and 12.03 (subject to the requirements and limitations therein, including the requirements under Section 12.03(f) (it being understood that the documentation required under Section 12.03(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment under clause (a) of this Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 2.09 or 12.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20 with respect to any Participant. (ii) In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such ▇▇▇▇▇▇ as non-fiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”). An Advance may be participated in whole or in part only by registration of such participation on the Participant Register (and each Note, if any, shall expressly so provide). No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any rights and obligations hereunder) to any Person except to the extent necessary to establish that such rights and obligations are in registered form under Section 5f.103-1 of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) The Administrative Agent, on behalf of and acting solely for this purpose as the non-fiduciary agent of the Borrower, shall maintain at its address specified in Section 12.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement, each signature page hereto, each Assignment and Acceptance delivered to and accepted by it, and a register (the “Register”) for the recordation of the names, addresses and wiring instructions of the Lenders and the aggregate outstanding principal amount of the Advances Outstanding maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Collateral Manager, the Agents, the Collateral Administrator, the Custodian, the Securities Intermediary and the Lenders shall treat each Person whose name is recorded in the Register as a Lender and the owner of the amounts owing to it under the Facility Documents as reflected in the Register for all purposes of the Facility Documents. The Register shall be available for inspection by the Borrower, the Collateral Manager, the Collateral Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note with respect to the Advances, if any, shall expressly so provide) and compliance with this Section 12.06. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document and each Lender hereunder, and each Participant, must at all times be an “accredited investor” as defined in paragraphs (1), (2), (3), and (7) of Rule 501(a) under the Securities Act (an “Accredited Investor”) and a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”). Each Lender severally represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is an Accredited Investor and a Qualified Purchaser. (f) Notwithstanding any other provision of this Section 12.06, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (pledgee or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of grantee for such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This (a) The rights and obligations of the parties under this Agreement is and under any Transaction shall not be assigned by Seller without the prior written consent of B▇▇▇▇. Subject to the foregoing, this Agreement and any Transactions shall be binding upon, upon and will shall inure to the benefit of, The Regents, its of the parties and their respective successors and assigns. Licensee may assign or transfer Nothing in this Agreement only express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Buyer may, from time to time, assign all or a portion of its rights and obligations under this Agreement and the Facility Documents with the prior written consent of The RegentsSeller (such consent not to be unreasonably delayed, conditioned or withheld) to any Person pursuant to an executed assignment and acceptance by B▇▇▇▇ and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; provided, that, with respect to any assignment to an Affiliate of Buyer or made during the continuation of an Event of Default, no such consent from Seller shall be required. The Buyer shall provide to Seller written notice of any such assignment; provided, that, the failure to give such notice shall not affect the validity of such assignment. Upon such assignment, (a) such assignee shall be a party hereto and to each Facility Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Facility Documents. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Buyer unless otherwise notified by B▇▇▇▇ in writing. Buyer may distribute to any prospective assignee this Agreement, the Facility Documents and any document or other information delivered to Buyer by Seller. (b) Buyer, upon written notice to Seller (provided, that, the failure to give such notice shall not affect the validity of any sale pursuant to this Section 21(b)), may, from time to time, sell participations to one or more Persons in all or a portion of its rights and obligations under this Agreement to any Person with the prior written consent of The Regents will Seller (such consent not to be required if unreasonably delayed, conditioned or withheld); provided, that, with respect to any such sale to an Affiliate of Buyer or made during the assignment or transfer continuation of an Event of Default, no such consent from Seller shall be required; provided, further, that (i) Buyer’s obligations under this Agreement is shall remain unchanged; (ii) Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) Seller shall continue to deal solely and directly with Buyer in conjunction connection with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its Buyer’s rights and obligations under this Agreement and The Regents is legallythe other Facility Documents except as provided in Section 8; and (iv) Buyer shall act as agent for all purchasers, contractuallyassignees and point of contact for Seller pursuant to agency provisions to be agreed upon by Buyer, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) intended purchasers and/or assignees and provided that such assignment shall not place the Regents in a conflict of commitmentSeller. 16.2 In (c) Subject to Section 32, Buyer may, in connection with any assignment or transfer of participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment Facility Documents and any document or other information relating to Seller or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to Buyer by Licensee other than in accordance with this Section will be null and voidor on behalf of Seller or any of its Subsidiaries. (id) Licensee is then in good standing with In the event Buyer assigns all or a portion of its rights and obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor parties hereto agree to provide The Regents with prior written notice of the proposed assignment negotiate in good faith an amendment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay add agency provisions similar to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] those included in the development of Licensed Products prior to the date of such anticipated assignment or transferrepurchase agreements for similar syndicated repurchase facilities.

Assignability. 16.1 This Agreement is binding upon, (a) The rights and will inure to obligations of the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer parties under this Agreement only with and under any Advance shall not be assigned by any Borrower without the prior written consent of The RegentsAdministrative Agent. The prior Subject to the foregoing, this Agreement and any Advance shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Agreement express or implied, shall give to any Person, other than the parties to this Agreement and their successors and permitted assigns hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Each Lender, upon at least five (5) Business Days’ written consent of The Regents will notice to Borrower Representative and Calculation Agent (provided that such written notice shall not be required if for any assignment by the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Initial Lender to SPE Lending A Trust on the transfer of date hereof) may from time to time assign all or substantially all a pro rata portion of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents the other Facility Documents to any Affiliate of Lender without consent of the Borrowers, or to any other Person with prior written consent of Borrowers (such consent not to be unreasonably withheld or delayed; provided, that no such consent shall be required if an Event of Default has occurred and is legallycontinuing), contractuallypursuant to an executed assignment and acceptance by such ▇▇▇▇▇▇ and assignee (“Assignment and Acceptance”), andspecifying the pro rata portion of such rights and obligations assigned. Administrative Agent and each Lender acknowledges and agrees that it shall be considered reasonable for a Borrower to withhold its consent in connection with an assignment to a competitor of such Borrower or any of its Affiliates. Upon such assignment, per its policies, able to enter into an agreement with (a) such assignee or transferee shall be a party hereto and to each Facility Document to the extent of the pro rata portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of such assigning Lender hereunder, and (b) such assigning Lender shall, to the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided extent that such assignment shall not place rights and obligations have been so assigned by it be released from its obligations hereunder and under the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below Facility Documents. Each such Assignment and Acceptance shall be timely metdelivered to Administrative Agent. Any attempted assignment Unless otherwise stated in the Assignment and Acceptance, Borrower Parties and Calculation Agent shall continue to take directions solely from Lender unless otherwise notified by Licensee Administrative Agent in writing. Administrative Agent may distribute to any prospective assignee any document or other than in accordance with this Section will be null and voidinformation delivered to the applicable Lender by Borrower Parties. (ib) Licensee is then Each Lender, upon at least five (5) Business Days’ notice to Borrower Representative, may sell participations to one or more Persons in good standing with all, or in a pro rata portion, of its rights and obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understoodAgreement to any Person; provided, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the extent practicable under other parties hereto for the circumstances performance of such obligations; and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents Borrower Parties shall continue to deal solely and directly with a written agreement signed by such Lender in connection with such Lender’s rights and obligations under this Agreement and the proposed acquirer other Facility Documents except as provided in Section 6; provided, that no such restrictions shall apply with respect to any sale to any Affiliate of such Lender or successor entity agreeing if an Event of Default has occurred and is continuing; and provided further that such Lender shall act as agent for all purchasers, assignees and point of contact for Borrowers pursuant to agency provisions to be bound agreed upon by such Lender, its intended purchasers and/or assignees and Borrowers. Each Lender that sells a participation shall, acting solely for this purpose as agent of Borrowers, maintain a register on which it enters the name and address of each participant and amount of each participant’s interest under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive and binding absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement. (c) Each Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 18, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to a Borrower Party or any of its Subsidiaries or to any aspect of the Advances that has been furnished to such Lender by or on behalf of a Borrower Party or any of its Subsidiaries; provided, that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) Subject to the benefit ofconditions set forth in this Section 12.06, The Regentseach Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its successors rights and assigns. Licensee may assign or transfer obligations under this Agreement only (including all or a portion of its Advances Outstanding or interests therein owned by it, together with ratable portions of its Commitment); provided that such consent shall be deemed to have been granted by the Borrower if the Borrower shall not have objected in writing within five (5) Business Days of receipt of any such request for consent; and provided, further, that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is a Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 12.06(a) shall not be required if an Event of Default shall have occurred (and not been waived by the Lenders in accordance with Section 12.01). The parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 12.03(g). Notwithstanding any other provision of this Section 12.06, no assignment by any Lender to the Borrower or any of its Affiliates shall be permitted unless each Lender has been offered the opportunity to participate in any such assignment on a pro rata basis on the same terms. (b) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Administrative Agent and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement;; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 12.06(c), Section 12.06(e), Section 12.09 and Section 12.17. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.09, 2.10, and 12.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section; provided that no Participant shall be entitled to any amount under Section 2.09, 2.10, or 12.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred. (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”). An Advance may be participated in whole or in part only by registration of such assignmentparticipation on the Participant Register (and each Note, identifying if any, shall expressly so provide). The Participant Register shall be available for inspection by the assignee Borrower to the extent necessary for the Borrower to establish that such commitment, loan or transferee entity’s other obligation is in registered form under Section 5f.103-1 of the United States Treasury Regulations. (d) The Collateral Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain at its address specified in Section 12.02 or such other address as the Collateral Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the Advances Outstanding maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and contact informationfrom time to time upon reasonable prior notice. An Advance (and a Note, no later than if any, evidencing the earlier same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (xand each Note, if any, shall expressly so provide) and compliance with this Section 12.06. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date such transaction is first publicly announced that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (yii) the on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of consummation its Advances or its Commitment to any Person unless such Person is a Qualified Purchaser and a QIB. (f) Notwithstanding any other provision of this Section 12.06, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such transaction Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto. (it being understoodg) In the event that any Lender makes a claim for any payment, howeverreimbursement, that Licensee will endeavor compensation, indemnity or other amount pursuant to provide The Regents with Section 2.09 or 12.03, the Borrower may, upon not less than five (5) days prior written notice to such Lender, the Administrative Agent and the Collateral Agent, require that any such Lender transfer all of its rights and obligations hereunder and under the other Facility Documents either to (i) the Borrower so long as no Default or Event of Default exists or would result from such transfer (which transfer shall be effected through prepayment of all Advances Outstanding of the proposed assignment to affected Lender), (ii) any other then existing Lender (with the extent practicable under the circumstances and not prohibited by applicable law consent of such existing Lender in its sole discretion) or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed to any assignee selected by the proposed acquirer Borrower who would not then be entitled to any payment, reimbursement, compensation indemnity or successor entity agreeing other amount pursuant to be bound by all Section 2.09 or 12.03, at a price equal to such transferring Lender’s Advances Outstanding plus accrued and unpaid Interest thereon and its ratable portion of the provisions of this Agreement, as well as assume all responsibilities accrued and liabilities that arose under this Agreement prior unpaid Commitment Fees. Any such transfer (other than to the effective date Borrower) will be effected in accordance with the procedures described in Section 12.06(a). At the time of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) transfer, the Borrower shall pay the transferring Lender any other Obligations then owed to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender.

Assignability. 16.1 (a) This Agreement and each Transferee's ------------- rights and obligations herein (including rights in the Receivables) shall be assignable by each Transferee and its successors and assigns if the Administrative Agent shall have received confirmation from each of the Rating Agencies that such assignment will not result in the withdrawal or downgrade of the then-current ratings of PARCO's outstanding Commercial Paper; provided, that -------- no such confirmation shall be required if such assignment is binding uponmade by PARCO to any other Transferee hereunder or to any Transferee that is a party to a liquidity facility supporting the Commercial Paper. Each assignor of Receivables or any interest therein shall notify the Administrative Agent and the Transferor of any such assignment; provided, and will inure that no such notice shall be -------- required if such assignment is made by PARCO to any other Transferee hereunder or to any Transferee that is a party to a liquidity facility supporting the commercial paper notes of PARCO. Each assignor of Receivables may, in connection with the assignment or participation, disclose to the benefit ofassignee or participant any information, The Regentsrelating to the Transferor or the Receivables, which was furnished to such assignor by or on behalf of the Transferor or by the Administrative Agent; provided that, prior to any such disclosure, the assignee or participant agrees -------- to preserve the confidentiality of any confidential information relating to the Transferor received by it from any of the foregoing entities. (b) This Agreement and the rights and obligations of the Administrative Agent herein shall be assignable by the Administrative Agent and its successors and assigns. Licensee ; provided that any costs incurred by the Administrative Agent in -------- connection with such assignment shall be for the account of the Administrative Agent. (c) The Transferor may not assign its rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written the Administrative Agent, which consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidunreasonably withheld. (id) Licensee is then in good standing with its obligations Without limiting any other rights that may be available under this Agreement; (ii) Licensee provides The Regents with written notice of such assignmentapplicable law, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice rights of the proposed assignment to the extent practicable under the circumstances and not prohibited Transferees may be enforced through them or by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfertheir agents.

Assignability. 16.1 This Agreement is binding upon, (a) The rights and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer obligations of Seller under this Agreement only with and the other Transaction Documents and under any Transaction shall not be assigned by Seller without the prior written consent of The Regents. The prior written Buyer, which consent of The Regents will not may be required if the assignment granted or transfer of this Agreement is withheld in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with Buyer’s sole discretion. (b) Buyer may assign its rights and obligations under this Agreement and The Regents is legallythe other Transaction Documents and/or under any Transaction or may issue one or more participation interests with respect to any or all of the Transactions, contractuallywithout the consent of, and without prior notice to, Seller, to any other Person, and, per in connection therewith, may bifurcate or allocate (i.e. senior/subordinate) amounts owed to Buyer; provided, that so long as no Event of Default has occurred and is continuing, (i) Buyer shall not assign or grant participations in its policiesrights and obligations hereunder to any Prohibited Transferee, able and (ii) unless Buyer assigns and/or participates all of its interests under this Agreement to enter into any Person that is not an agreement Affiliate of Buyer, Buyer shall maintain full control over all decisions to be made under this Agreement and each of the other Transaction Documents (it being understood and agreed that participants in Buyer’s rights under this Agreement and the other Transaction Documents may be entitled, pursuant to the terms of any such participation, to certain consent rights (in each case, solely to the extent of Buyer’s rights under this Agreement) over certain decisions and determinations deemed material under the terms of such participation) and Seller shall not be required to interact with any Person other than Buyer or an Affiliate of Buyer. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, Buyer may assign and/or grant participations in any and all of its rights and obligations to any Prohibited Transferee without notice to or consent of Seller, and otherwise may assign or grant participations without limitations, restrictions or conditions of any kind. Seller shall reasonably cooperate at Buyer’s sole cost and expense with Buyer in connection with any assignment or participation, provided Seller’s obligations under such Transaction are not increased and its rights under such Transaction are not impaired. Seller agrees that any assignee or participant shall be entitled to the benefits of Sections 3(i) and 29 hereof (subject to the limitations and requirements under Section 29 hereof (it being understood that the applicable documentation required under Section 29(e) hereof shall be delivered to the participating Buyer)); provided that, no assignee or participant will be entitled to any greater payment under Sections 3(i) or 29 hereof, than its assignor or participating Buyer would have been entitled to receive with respect to the applicable assigned or participated rights and obligations, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by a Governmental Authority or compliance by Buyer, assignee or such participant with a request or directive (whether or not having the force of law) from a central bank or other Governmental Authority having jurisdiction over Buyer, such assignee or transferee such participant, in each case made or issued after the participant or assignee acquired the applicable interest. (c) Buyer shall, acting for this purpose as a non-fiduciary agent of Seller (the phrase “policies” understood Registrar”), maintain at one of its offices located in the United States a record of ownership (the “Register”) on which is entered the name and address of all assignees of Buyer and each such assignee’s interest in the rights under this Agreement and the other Transaction Documents. All assignments pursuant to Section 18 hereof shall be recorded on the Register. This provision is intended to be interpreted so that the indebtedness (for federal income tax purposes, as broadset forth in Section 22(e) hereof) evidenced by the Transaction Documents is treated as being in registered form in accordance with Section 5f.103-1(c) of the Treasury Regulations. The Register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive absent manifest error, Regents-wide restrictions on assignments and Buyer and Seller shall treat each Person whose name is recorded in the Register pursuant to certain classes of companies) and provided that such assignment shall not place the Regents in terms hereof as a conflict of commitment. 16.2 In any assignment or transfer Buyer hereunder for all purposes of this Agreement. Buyer may, at any time, designate any other Person, including, subject to Seller’s consent in its sole discretion, Seller, to be the conditions successor ▇▇▇▇▇▇▇▇▇. (i)-(iii▇) below Each Buyer that sells a participation shall, acting for this purpose as a non-fiduciary agent of Seller, maintain a register on which is entered the name and address of each participant and such participant’s interest in the rights under this Agreement and the other Transaction Documents (the “Participant Register”); provided that, no Buyer shall be timely met. Any attempted assignment by Licensee have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any rights or obligations under this Agreement and the other than Transaction Documents) to any Person except to the extent that such disclosure is necessary to establish that such rights or obligations are in registered form in accordance with Section 5f.103-1(c) of the Treasury Regulations. The entries in each Participant Register shall be conclusive absent manifest error, and the applicable Buyer shall treat each Person whose name is recorded in such Participant Register as the owner of the related rights and obligations for all purposes of this Section will be null and voidAgreement notwithstanding notice to the contrary. (ie) Licensee is then Subject to the foregoing, this Agreement and the other Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignmentAgreement or the other Transaction Documents, identifying the assignee express or transferee entity’s name and contact informationimplied, no later shall give to any Person, other than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment parties to the extent practicable Transaction Documents and their respective successors and permitted assigns, any benefit or any legal or equitable right, power, remedy or claim under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferTransaction Documents.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) Borrower shall not have the right to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only or any interest therein except with the prior written consent of The Regents. The prior written Administrative Agent and all Lenders. (b) Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an Affiliate of such Lender except to the extent such transfer would result in increased costs to Borrower. (c) Each Lender may, with the consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relatesAdministrative Agent and, so long as Licensee no Event of Default is then continuing, Borrower, which consents shall not be unreasonably withheld, but without the consent of any other Lender, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement; provided, that (i) for each such assignment, the parties thereto shall execute and deliver to Administrative Agent, for its acceptance and recording in good standing with the Register (as defined below), an Assignment and Acceptance Agreement in the form attached hereto as Exhibit D (the “Assignment and Acceptance”), and a processing and recordation fee of Three Thousand Five Hundred and No/100 Dollars ($3,500.00) to be paid by the assignee, and (ii) no such assignment shall be for less than Five Million and No/100 Dollars ($5,000,000.00) (or all of such Lender’s remaining Loans and Loan Commitments). Upon such execution and delivery of the Assignment and Acceptance to Administrative Agent, from and after the date specified as the effective date in the Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 23 of the Agreement which will survive) and be released from its obligations under this Agreement and The Regents is legally, contractually, (and, per in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (d) By executing and delivering an Assignment and Acceptance Agreement in the form of Exhibit D hereto (an “Assignment and Acceptance”), the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the Other Agreements, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any other Obligor or the performance or observance by Borrower or any other Obligor of its policiesobligations under this Agreement, able to enter into an agreement with (iii) such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided confirms that such assignment shall not place the Regents in it has received a conflict of commitment. 16.2 In any assignment or transfer copy of this Agreement, together with copies of the conditions financial statements referred to in Section 9 of the Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (i)-(iiiiv) below such assignee will, independently and without reliance upon Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall be timely met. Any attempted assignment deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such assignee appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Administrative Agent by Licensee other than the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (e) Administrative Agent shall, maintain at its address referred to in Section 24 of the Agreement a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of Lenders and the Revolving Loan Commitments and Term Loan Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Administrative Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by Borrower, Administrative Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit D hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, (iii) give notice thereof to Administrative Agent on the date of receipt and (iv) give prompt notice thereof to Borrower. Within five (5) Business Days after its receipt of such notice, Borrower shall execute and deliver to Administrative Agent in exchange for the surrendered promissory note or notes, a new promissory note or notes to the order of the assignee in an amount equal to the maximum amount of Loans such assignee may at any time make under the terms of this Agreement and, if the assigning Lender has retained a portion of the Loans, a new promissory note or notes to the order of the assigning Lender in an amount equal to the maximum amount of Loans such assigning Lender may at any time make under the terms of this Agreement. Such new promissory note or notes shall re-evidence the indebtedness outstanding under the old promissory note or notes and shall be in the aggregate principal amount of such surrendered promissory note or notes, shall be dated of even date herewith and shall otherwise be in substantially the form of the promissory note or notes subject to such assignment. (g) Each Lender may sell participations (without the consent of Administrative Agent, Borrower or any other Lender) to one or more parties, in or to all (or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Loan Commitment, or the Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrower, Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iv) such Lender shall not transfer, grant, assign or sell any participation under which the participant shall have rights to approve any amendment or waiver of this Agreement and (v) any such participant shall agree to be bound by the confidentiality provisions set forth in Section 28 hereof. (h) Each Lender agrees that, without the prior written consent of Borrower and Administrative Agent, it will be null and voidnot make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or other Liabilities under the securities laws of the United States of America or of any jurisdiction. (i) Licensee is then In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, such Lender may disclose any information in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of possession regarding Borrower so long as such assignment, identifying the potential assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing participant agrees to be bound by all of the confidentiality provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement Section 28 hereof prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after receiving any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferinformation.

Assignability. 16.1 This Except in connection with a Change of Control, which is subject to Section 12.6(a)-(d), neither this Agreement, nor any right or obligation hereunder, may be assigned by Xtent without the prior written consent of Occam. In addition, except in connection with a Change of Control, any attempted transfer by Xtent of the technology related to the Occam Items shall be subject to the prior written approval of Occam. Unless otherwise expressly consented to by Occam, no assignment by Xtent will relieve Xtent of any obligations under any agreement, document or instrument executed and delivered pursuant to this Agreement. Any purported assignment in violation of this Agreement is binding uponwill be null and void and shall give Occam the option to immediately terminate this Agreement. Occam shall have the right to assign this Agreement in its discretion. Subject to the foregoing, and this Agreement will inure to the benefit of, The Regents, its of and be binding upon the Parties and their respective successors and permitted assigns. (a) In the event Occam enters into an agreement for a Change of Control or grants another entity an option or right to enter into an agreement for a Change of Control, the acquiring or surviving entity shall be bound by the terms and conditions of this Agreement. (b) In the event Xtent enters into an agreement for a Change of Control or grants another entity an option or right to enter into an agreement for a Change of Control, the following shall apply: (i) Such acquiring or surviving entity shall have the right to buy-back the distribution rights granted to Occam under Section 2.2 for the Pacific Rim Countries. Licensee In the event an acquiring or surviving entity of Xtent exercises its right to buy back distribution rights for the Pacific Rim Countries, [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (ii) If at the time of such Change of Control the acquiring entity markets a Stent for coronary or peripheral applications incorporating Rapamycin or an analog thereof, then Occam's obligations under Section 3.8 following a Supply Failure shall terminate except for the obligation to transfer to such entity tooling and fixtures developed specifically for Xtent's Stent; provided, however, that in the event of such a Change of Control, if a Supply Failure occurs as set forth in Section 3.8 above, Occam shall supply to the acquiring or surviving entity its requirements of Occam's Drug/Polymer Composite Formulation, Biolimus A9, Occam's Polymer Coating, and Occam's Lubricious Coating for purposes of incorporating such items with Xtent's Stents and Xtent Stent Systems (whether in its own facility or through a third party in another facility); and further provided that the license set forth in Section 3.8 to perform or have performed the Coating Services shall remain in force but only for the limited purpose of allowing such entity to incorporate Occam's Drug/Polymer Composite Formulation, Biolimus A9, Occam's Polymer Coating, and Occam's Lubricious Coating with Xtent's Stents and Xtent Stent Systems without the use of Occam's Confidential Information (including the Licensed Know-How) pertaining to the Occam Items. All licenses under ARTICLE II shall remain in force to allow such acquiring entity to import, export, use, sell, and offer for sale Xtent's Stents and Xtent Stent Systems incorporating any of the Occam Items. (iii) In advance of any Change of Control, Xtent shall limit disclosure of Occam's Confidential Information to only that information necessary for obtaining and maintaining regulatory approvals for (as set forth in ARTICLE V), and for marketing or selling Xtent's Stents or Xtent Stent Systems incorporating any of the Occam Items. If Xtent reasonably believes that a change of control may assign occur, Xtent shall promptly notify Occam and Xtent shall promptly return to Occam all of Occam's Confidential Information as may be requested in writing by Occam, except that which is necessary for the foregoing. (c) In the event Xtent enters into an agreement for a Change of Control, or transfer grants another entity an option or right to enter into an agreement for a Change of Control, Xtent or the surviving entity-shall have the right, but not the obligation, to either (i) terminate this Agreement only with and all rights hereunder upon thirty (30) days written notice to Xtent; or (ii) terminate the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer exclusivity obligations under Section 2.3(b). (d) For purposes of this Agreement, "Change of Control" means a transaction or a series of related transactions in which (i) one or more related parties who did not previously own at least a fifty percent (50%) interest in a Party to this Agreement is obtain at least a fifty percent (50%) interest in conjunction with such Party, or (ii) a bona fide arms’ length transaction involving a merger or the transfer of third party acquires all or substantially all of the capital stock or business of Licensee assets to which this license Agreement relates, so long as Licensee is in good standing with its obligations under this Agreement and or (iii) a Party acquires, by merger, acquisition of assets or otherwise, all or any portion of another legal entity such that either the assets or market value of such Party after the close of such transaction are greater than one hundred thirty-three percent (133%) of the assets or market value of such Party prior to such transaction. The Regents is legally, contractually, and, per its policies, able to enter into an agreement with effective date of such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes a Change of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below Control shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such the first transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice in which any of the proposed assignment foregoing events occurs or in which a Party or third party acquires an option or right to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all cause any of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior foregoing events to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferoccur.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Commitment); provided that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is binding upon, a Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required if (x) a Default or an Event of Default shall have occurred (and will inure not been waived by the Lenders in accordance with Section 13.01) or (y) such assignment is required by any Change in Law. The parties to each such assignment shall execute and deliver to the benefit ofAdministrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06, no assignment by any Lender to the Borrower or any of its Affiliates shall be permitted. (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Agents and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of, but with notice to, the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement;; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 13.06(c), Section 13.06(d), Section 13.06(e) and Section 13.17. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section 13.06 (subject to the requirements and limitations set forth in Section 13.03, including the requirements under Section 13.03(g)); provided that (A) such Participant agrees to be subject to the provisions of Section 13.03(g) as if it were an assignee under clause (a) of this Section 13.06 and (B) no Participant shall be entitled to any amount under Section 2.10, 2.11, or 13.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred, except to the extent such entitlement to receive a greater amount results from a Change in Law that occurs after the Participant acquired the applicable participation. (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such assignment, identifying Lender as nonfiduciary agent for the assignee or transferee entity’s Borrower shall maintain a register on which it enters the name and contact information, no later than address of all participants in the earlier of Advances held by it and the principal amount (xand stated interest thereon) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment portion of the Advance which is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Facility Document) to any Person except to the extent practicable that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the circumstances United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and not prohibited by applicable law or regulation or Licensee’s contractual obligations such Lender shall treat each Person whose name is recorded in such Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the applicable third party);contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (iiid) provide The Regents with a written agreement signed by Administrative Agent, on behalf of and acting solely for this purpose as the proposed acquirer or successor entity agreeing to be bound by all nonfiduciary agent of the provisions Borrower, shall maintain at its address specified in Section 13.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide) and compliance with this Section 13.06. The Administrative Agent shall update and furnish to the Collateral Agent and the Borrower from time to time at the request of the Collateral Agent or the Borrower an updated version of Schedule 1 reflecting the then-current allocation of the Commitments. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as well defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as assume defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances or its Commitment to any Person unless such Person is a Qualified Purchaser and a QIB. (f) Notwithstanding any other provision of this Section 13.06, any Lender may at any time pledge or grant a security interest in all responsibilities or any portion of its rights (including rights to payment of principal and liabilities that arose interest) under this Agreement prior to the effective date secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the proposed assignment, as if Borrower or the Administrative Agent; provided that no such acquirer pledge or successor entity were the original Licensee within thirty (30) days after grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld or delayed), assign to an assignee all or a portion of its rights and obligations under this Agreement is binding upon(including all or a portion of its outstanding Advances or interests therein owned by it, and will inure together with ratable portions of its Commitment); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the benefit ofAdministrative Agent within ten (10) Business Days after having received notice thereof; provided further that: (i) the Borrower’s consent to any such assignment shall not be required if the assignee is a Permitted Assignee with respect to such assignor; (ii) the Borrower’s consent to any such assignment pursuant to this Section 15.06(a) shall not be required if an Event of Default shall have occurred and is continuing (and not been waived by the Lenders in accordance with Section 15.01); and (iii) no such assignment shall be made to a natural person. The parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 15.03(g). Notwithstanding any other provision of this Section 15.06, The Regents, any Lender may at any time pledge or grant a security interest in all or any portion of its successors rights (including rights to payment of principal and assigns. Licensee may assign or transfer interest) under this Agreement only with to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto. (b) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written the Agents and the Lenders. (i) Any Lender may, without the consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger Borrower, the Administrative Agent or the transfer of Swingline Lender sell participations to one or more banks or other entities (a “Participant”) in all or substantially all a portion of the capital stock or business of Licensee to which such Lender’s rights and obligations under this license relates, so long as Licensee is in good standing with its Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and The Regents is legally, contractually, and, per its policies, able the other Lenders shall continue to enter into an agreement deal solely and directly with such assignee or transferee Lender in connection with such Lender’s rights and obligations under this Agreement, and (the phrase “policies” understood as broad, Regents-wide restrictions on assignments D) each Participant shall have agreed to certain classes of companiesbe bound by this Section 15.06(c) and Sections 15.09(b), 15.15 and 15.19. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.09, 2.10, and 15.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that no Participant shall be entitled to any amount under Section 2.09, 2.10, or 15.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not place the Regents in a conflict of commitmentoccurred. 16.2 (ii) In the event that any assignment Lender sells participations in any portion of its rights and obligations hereunder, such Lender as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or transfer any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Advances or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Advance or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. An Advance may be participated in whole or in part only by registration of such participation on the Participant Register. Any participation of such Advance may be effected only by the registration of such participation on the Participant Register. The entries in the Participant Register shall be conclusive absent manifest error. (d) The Collateral Agent, on behalf of and acting solely for this purpose as the nonfiduciary agent of the Borrower, shall maintain at its address specified in Section 15.02 or such other address as the Collateral Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the outstanding Advances maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, the conditions (i)-(iii) below . The Register shall be timely metavailable for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Any attempted An Advance may be assigned or sold in whole or in part only by registration of such assignment by Licensee other than or sale on the Register and in accordance with this Section will be null and void15.06. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) Licensee is then in good standing with its obligations under on the date that it becomes a party to this Agreement; Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) Licensee provides The Regents with written notice on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of such assignment, identifying the assignee its Advances or transferee entity’s name and contact information, no later than the earlier of its Commitment to (x) the date such transaction any Person that is first publicly announced not both a Qualified Purchaser and a QIB or (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice Borrower or any of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or LicenseeBorrower’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferAffiliates.

Assignability. 16.1 This (a) No Borrower shall have the right to assign this Credit Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only any interest therein except with the prior written consent of the Lenders. (b) Notwithstanding subsection (c) of this Section 14.6, nothing herein shall restrict, prevent or prohibit any Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank or (ii) granting assignments or participations in such Lender's Loans and/or Commitments hereunder to any Pre-Approved Assignee. Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to the Borrowers. (c) Any Lender may, in the ordinary course of its lending business and in accordance with applicable law, at any time, assign to any Pre-Approved Assignee and, with the consent of the Agent (such consent not to be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing, with the consent of the Company (such consent not to be unreasonably withheld or delayed), but without the consent of any other Lender, assign to one or more other Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement and the Notes; provided, however, that (i) for each such assignment, the parties thereto shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to be paid by the assignee, (ii) no such assignment shall be for less than $5,000,000 or, if less, the entire remaining Commitments of such Lender and (iii) if such assignee is a Foreign Lender, all of the requirements of Section 2.7(b) shall have been satisfied as a condition to such assignment; and provided, further, that any assignment to a Pre-Approved Assignee shall not be subject to the minimum assignment amounts specified herein. Upon such execution and delivery of the Assignment and Acceptance to the Administrative Agent and if applicable, the Company, from and after the date specified as the effective date in the Assignment and Acceptance (the "Acceptance Date"), (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 14.8 which will survive) and be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). (d) By executing and delivering an Assignment and Acceptance, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the Notes or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their obligations under this Credit Agreement or any other instrument or document furnished pursuant hereto, (iii) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the financial statements referred to in Section 7.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Credit Agreement are required to be performed by it as a Lender. (e) The RegentsAdministrative Agent shall maintain at its address referred to in Section 14.5 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, together with the Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrowers. Within five (5) Business Days after its receipt of such notice, the Borrowers shall execute and deliver to the Agent in exchange for the surrendered Note or Notes (which the assigning Lender agrees to promptly deliver to the Company) a new Note or Notes to the order of the assignee in an amount equal to the Commitment or Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment or Commitments hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment or Commitments retained by it hereunder. Such new Note or Notes shall re-evidence the indebtedness outstanding under the old Notes or Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the Closing Date and shall otherwise be in substantially the form of the Note or Notes subject to such assignments. (g) Each Lender may sell participations (without the consent of the Agent, the Borrowers or any other Lender) to one or more parties in or to all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes held by it); provided that (i) such Lender's obligations under this Credit Agreement (including, without limitation, its Commitments to the Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Credit Agreement, (iv) the Borrowers, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Credit Agreement and (v) such Lender shall not transfer, grant, assign or sell any participation under which the participant shall have rights to approve any amendment or waiver of this Credit Agreement except to the extent such amendment or waiver would (A) extend the final maturity date or the date fixed for the payments of any installment of fees or principal or interest of any Loans or Letter of Credit reimbursement obligations in which such participant is participating, (B) reduce the amount of any installment of principal of the Loans or Letter of Credit reimbursement obligations in which such participant is participating, (C) except as otherwise expressly provided in this Credit Agreement, reduce the interest rate applicable to the Loans or Letter of Credit reimbursement obligations in which such participant is participating, or (D) except as otherwise expressly provided in this Credit Agreement, reduce any Fees payable hereunder. (h) Each Lender agrees that, without the prior written consent of The Regents the Borrowers and the Agent, it will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In make any assignment or transfer sell a participation hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan, Note or other Obligation under the securities laws of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidUnited States of America or of any jurisdiction. (i) Licensee is then Subject to Section 14.7, in good standing connection with the efforts of any Lender to assign its rights or obligations under this Agreement; (ii) Licensee provides The Regents with written notice of or to participate interests, such assignment, identifying Lender may disclose any information in its possession regarding the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferBorrowers.

Assignability. 16.1 (a) This Agreement is binding uponand any Purchaser's rights and obligations herein (including ownership of its Participation) shall be assignable, in whole or in part, by such Purchaser and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only assigns with the prior written consent of The Regents. The prior written the Seller, the Agent and the Insurer, so long as the Insurer is the Control Party; PROVIDED, HOWEVER, that such consent of The Regents will shall not be unreasonably withheld; and PROVIDED, FURTHER, that no such consent shall be required if the assignment is made to (i) any Affiliate of such Purchaser, (ii) any Liquidity Bank (or transfer any Person who upon such assignment would be a Liquidity Bank) of this Agreement is such Purchaser, (iii) other Program Support Provider (or any Person who upon such assignment would be a Program Support Provider) of such Purchaser or (iv) the Insurer or any affiliate of the Insurer. Each assignor may, in conjunction connection with a bona fide arms’ length transaction involving a merger the assignment, disclose to the applicable assignee any information relating to the Seller or the transfer of all Pool Receivables furnished to such assignor by or substantially all on behalf of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this AgreementSeller, the conditions (i)-(iii) below shall be timely metInsurer, the Agent, the Purchasers or the Purchaser Agents. Any attempted Upon the assignment by Licensee other than a Purchaser in accordance with this Section will be null SECTION 6.3, the assignee receiving such assignment shall have all of the rights of such Purchaser with respect to the Transaction Documents and voidthe Investment (or such portion thereof as has been assigned). Any Uninsured Investment transferred pursuant to this SECTION 6.3 shall remain Uninsured Investment in the hands of the acquiring Purchaser. In the event that less than all of a Revolving Purchaser's Investment is being transferred pursuant to this SECTION 6.3, and such transferring Revolving Purchaser has any Uninsured Investment outstanding at the time of such transfer, the agreement or instrument pursuant to which such transfer is being effected shall specify the portion of the transferred Investment that is Uninsured Investment. (ib) Licensee is then Each Purchaser may at any time grant to one or more banks or other institutions (each a "LIQUIDITY BANK") party to a Liquidity Agreement or to any other Program Support Provider participating interests or security interests in good standing with its Participation. In the event of any such grant by a Purchaser of a participating interest to a Liquidity Bank or other Program Support Provider, the Purchaser shall remain responsible for the performance of its obligations under this Agreement;hereunder. The Seller agrees that each Liquidity Bank or other Program Support Provider shall be entitled to the benefits of SECTIONS 1.8, 1.9 and 1.10. (iic) Licensee provides The Regents with written notice This Agreement and the rights and obligations of any Purchaser Agent hereunder shall be assignable, in whole or in part, by such assignmentPurchaser Agent and its successors and assigns; PROVIDED, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, howeverHOWEVER, that Licensee will endeavor if such assignment is to provide The Regents with any Person that is not an Affiliate of the assigning Purchaser Agent, such Purchaser Agent must receive the prior written notice consent (which consent in each case shall not be unreasonably withheld) of the proposed assignment to Agent, the extent practicable under Insurer and the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party);Seller. (iiid) provide The Regents with a Except as provided in SECTION 4.1(d), neither the Seller nor the Servicer may assign its rights or delegate its obligations hereunder or any interest herein without the prior written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all consent of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; andControl Party. (ive) pay to The Regents an assignment fee Without limiting any other rights that may be available under applicable law, the rights of any Purchaser may be enforced through it or by its Purchaser Agent or its other agents. (f) [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.]

Assignability. 16.1 This (a) The Lender may assign to an assignee all or a portion of its rights and obligations under this Agreement is binding upon(including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Commitment and Uncommitted Amount) to a Permitted Assignee. The parties to each such assignment shall execute and deliver to the Borrowers an Assignment and Acceptance and the applicable tax forms required by Section 8.03(f). The Lender, acting solely for this purpose as a non-fiduciary agent of Borrowers, shall maintain a register on which it enters the name and address of each Lender assignee, and will inure the principal amounts (and stated interest) of each Lender assignee’s interest in the rights and obligations under this Agreement and related Facility Documents (the “Register”). No assignment shall be effective unless recorded in the Register. Subject to notification to the benefit ofBorrowers of an assignment and compliance with the terms of the Intercreditor Agreement, the assignee shall be a party hereto and, to the extent of the interest assigned, have the rights and obligations of the existing Lender under this Agreement, and the existing Lender shall, to the extent of the interest assigned, be released from its obligations under this Agreement. The RegentsBorrowers hereby agree to execute any amendment and/or any other document that may be necessary to effectuate such an assignment, its successors including an amendment to this Agreement to provide for multiple lenders and assignsan administrative agent to act on behalf of such lenders. Licensee may assign Any assignment or transfer by the Lender of rights or obligations under this Agreement only that does not comply with this Section 8.06(a) shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with 8.06(c). (b) The Borrowers may not assign their rights or obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLender. (i) Licensee is then The Lender may, without the consent of the Borrowers, sell participations to Participants that are Permitted Assignees in good standing with its all or a portion of the Lender’s rights and obligations under this Agreement; , provided that (iiA) Licensee provides The Regents with written notice the Lender’s obligations under this Agreement shall remain unchanged, (B) the Lender shall remain solely responsible to the other parties hereto for the performance of such assignmentobligations, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (xC) the date such transaction is first publicly announced Borrowers shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement, and (yD) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing each Participant shall have agreed to be bound by all this Section 8.06(c), Section 8.06(e) and Section 8.16. Any agreement pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of the provisions any provision of this Agreement, provided that such agreement may provide that the Lender will not, without the consent of the Participant, agree to any Fundamental Amendment that affects such Participant. Section 8.03 (subject to the requirements and limitations therein, including the requirements under Section 8.03(f) (it being understood that the documentation required under Section 8.03(f) shall be delivered to the participating Lender)) shall apply to each Participant as well if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section 8.06; provided that no Participant shall be entitled to any amount under Section 8.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred. (i) In the event that the Lender sells participations in any portion of its rights and obligations hereunder, the Lender, as assume nonfiduciary agent for the Borrowers, shall maintain a register on which it enters the name and address of all responsibilities participants in the Advances held by it and liabilities the principal amount (and stated interest thereon) of the portion of the Advance and any other obligations under the Facility Documents which is the subject of the participation (the “Participant Register”). An Advance may be participated in whole or in part only by registration of such participation on the Participant Register. Any participation of such Advance may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Borrowers to the extent necessary for the Borrowers to establish that arose such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in such Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (d) Notwithstanding any other provision in this Agreement, (i) the Lender may at any time create a security interest in, or pledge, all or any portion of its rights under this Agreement prior in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under Applicable Laws and this Section 8.06 shall not apply to any such pledge or grant of a security interest. No creation or grant of a security interest, pledge or collateral assignment pursuant to the effective date preceding sentence shall release the Lender from any of its obligations hereunder or substitute any pledgee or assignee for the proposed assignment, Lender as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; anda party hereto. (ive) pay Notwithstanding anything to the contrary set forth herein or in any other Facility Document, the Lender, each Permitted Assignee which becomes a Lender and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). The Regents an assignment fee of [***] within thirty Lender and each Permitted Assignee which becomes a Lender represents to the Borrower, (30i) days after any such assignment. This assignment fee will not be required if on the Licensee can establish by documented evidence date that it becomes a party to this Agreement (whether by being a signatory hereto or together with its Sublicenseeby entering into an Assignment and Acceptance) has expended more than [***] in the development and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. The Lender and each Permitted Assignee which becomes a Lender further agree that they shall not assign, or grant any participations in, any of Licensed Products prior their respective Advances, Commitment or Uncommitted Amount to the date of any Person unless such anticipated assignment or transferPerson is a Qualified Purchaser and a QIB.

Assignability. 16.1 This Agreement is binding upon(a) Any Conduit Lender may (i) with notice to the Borrower and the Servicer, and will inure with the consent of the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to (A) any other Lender, (B) any commercial paper conduit managed by such Conduit ▇▇▇▇▇▇’s sponsor or administrator bank if the Commercial Paper of such commercial paper conduit have short-term ratings from S&P and ▇▇▇▇▇’▇ that are equivalent to or higher than the short-term ratings by S&P and ▇▇▇▇▇’▇ of the Commercial Paper of such Conduit Lender, (C) any Affiliate of such Conduit Lender’s sponsor bank or (D) any Liquidity Provider with respect to such Conduit Lender and (ii) with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) and the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any other Person not listed in clause (i) above. Any Managing Agent may, with notice to the benefit ofBorrower, The Regentsand with the consent of the Lenders in its Lender Group, assign at any time all or any portion of its successors rights and assigns. Licensee may obligations hereunder and interests herein to any Affiliate of such Managing Agent. (b) Any Committed Lender may, with the consent of the Administrative Agent and, if no Event of Default is continuing, the Borrower (such consent not to be unreasonably withheld or delayed) assign at any time all or transfer any portion of its rights and obligations hereunder and interests herein to any Person; provided, however, that notwithstanding the foregoing, no consent of the Borrower shall be required for any assignment is to a Lender or an Affiliate of a Lender other than a Conduit Lender. (c) With respect to any assignment hereunder (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $2,500. (d) Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement only and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). At all times during which any Loan is outstanding, the Administrative Agent shall maintain at its address referred to in Section 10.02 of this Agreement (or such other address of the Administrative Agent notified by the Administrative Agent to the other parties hereto) a register as provided herein (the “Register”). The Aggregate Loan Principal Balance (including stated interest) and any interests therein, and any Assignments and Acceptances of the Aggregate Loan Principal Balance or any interest therein delivered to and accepted by the Administrative Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owner of the Aggregate Loan Principal Balances and any interest therein. Notwithstanding any other provision of this Agreement, no transfer of the Aggregate Loan Principal Balances or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Administrative Agent, the Managing Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender, as the case may be, under this Agreement for all purposes of this Agreement. This Section 10.03(d) shall be construed so that the Aggregate Loan Principal Balance and any interest therein is maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h) and 881(c) of the Code, solely for the purposes of this Section 10.03, the Administrative Agent will act as an agent of the Borrower. The Register shall be available for inspection by the Borrower or any Managing Agent at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance, the Administrative Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (f) Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loan); provided that following the sale of a participation under this Agreement (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Servicer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the other Facility Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Facility Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of principal or Interest that is payable on account of any Loan or delays any scheduled date for payment thereof or (ii) reduces any fees payable by the Borrower to the Administrative Agent (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees. The Borrower acknowledges and agrees that any ▇▇▇▇▇▇’s source of funds may derive in part from its Participants. Accordingly, references in Sections 2.09 or 2.10 and the other terms and provisions of this Agreement and the other Facility Documents to determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants; provided, however, that in no event shall the Borrower be liable to any Participant under Sections 2.09 or 2.10 for an amount in excess of that which would be payable to the applicable Lender under such sections. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the aggregate principal balance (including stated interest) of each Participant’s interest in the Loans or other obligations under the Facility Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or other information relating to the Participant’s interest in any Commitments or Loans) except to the extent that such disclosure is necessary to establish that such Commitment or Loan is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive and binding for all purposes, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (g) The Borrower may not assign any of its rights or obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer Administrative Agent and all the Managing Agents. (h) Notwithstanding any other provision of this Agreement is to the contrary, any Lender may at any time pledge or grant a security interest in conjunction all or any portion of its rights (including rights to payment of the principal balance of the Loans and Interest with respect thereto) hereunder to secure obligations of such Lender to a bona fide arms’ length transaction involving a merger Federal Reserve Bank, without notice to or consent of the Borrower or the transfer Administrative Agent; provided, that no such pledge or grant of all a security interest shall (x) release a Lender from any of its obligations hereunder or substantially all substitute any such pledgee or grantee for such Lender as a party hereto or (y) create any additional, or modify any existing, obligations of the capital stock Seller, the Borrower or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations the Servicer under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitmentany other Facility Document. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.

Assignability. 16.1 This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign shall not be assigned or transfer this Agreement only with transferred by operation of Law or otherwise without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially Navient and SLM BankCo, except that each Party may: (a) assign all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents is legallyto any of its Subsidiaries; provided, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that no such assignment shall not place release Navient or SLM BankCo, as the Regents in a conflict of commitment. 16.2 In case may be, from any assignment liability or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations obligation under this Agreement; (iib) Licensee provides The Regents in connection with written notice the divestiture of any Subsidiary or business of such assignmentParty that is a Recipient to an acquiror that is not a competitor of the Provider, identifying assign to the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation acquiror of such transaction (it being understoodSubsidiary or business its rights and obligations as a Recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided, however, that Licensee will endeavor to provide The Regents (i) no such assignment shall release Navient or SLM BankCo, as the case may be, from any liability or obligation under this Agreement; (ii) any and all costs and expenses incurred by either Party in connection with prior written notice of the proposed such assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (including in connection with clause (iii) provide The Regents with a written agreement signed of this proviso) shall be borne solely by the proposed acquirer or successor entity agreeing assigning Party; and (iii) the Parties shall in good faith negotiate any amendments to be bound by all of the provisions of this Agreement, as well as assume all responsibilities including the Schedules and liabilities Exhibits hereto, that arose under this Agreement prior may be necessary or appropriate in order to the effective date of the proposed assignment, as if assign such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignmentServices; and (c) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquiror that is a competitor of the Provider, assign to the acquiror of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided, however, that (i) no such assignment shall release Navient or SLM BankCo, as the case may be, from any liability or obligation under this Agreement; (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party; (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Schedules and Exhibits hereto, that may be necessary or appropriate in order to ensure that such assignment will not (x) materially and adversely affect the businesses and operations of each of the Parties and their respective Affiliates or (y) create a competitive disadvantage for the Provider with respect to an acquiror that is a competitor; and (iv) pay no Party shall be obligated to The Regents an assignment fee of [***] within thirty (30) days after provide any such assignment. This assignment fee will not be required assigned Services to an acquiror that is a competitor if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date provision of such anticipated assignment assigned Services to such acquiror would disrupt the operation of such Party’s businesses or transfercreate a competitive disadvantage for such Party with respect to such acquiror.

Assignability. 16.1 This Agreement is binding upon, and will inure a. Borrowers shall not have the right to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer delegate their obligations and duties under this Agreement only or any other Credit Documents or any interest therein except with the prior written consent of The Regents. The prior written Agent and Lenders. b. Notwithstanding subsection (c) of this Section 13.6, nothing herein shall restrict, prevent or prohibit any Lender from granting assignments or participations in the Loans and/or Commitments to any Affiliate of such Lender or to any other existing Lender or Affiliate thereof. c. Each Lender may, with the consent of The Regents will Agent (such consent not to be required unreasonably withheld or delayed) and (if no Event of Default is outstanding) with the assignment consent of Borrowers (such consent not to be unreasonably withheld or transfer delayed), but without the consent of any other Lender, assign to one or more Persons all or a portion of its rights and obligations under this Agreement is and the Notes; provided that (i) for each such assignment, the parties thereto shall execute and deliver to Agent, for its acceptance (if properly completed and executed in conjunction accordance with the terms hereof and recording in its books and records, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a bona fide arms’ length transaction involving processing and recordation fee of $3,500 to be paid by the assignee, (ii) no such assignment shall be for less than a merger or Commitment share of $2,000,000 or, if less, the transfer entire remaining Commitments of such Lender of the Commitments and (iii) each such assignment shall be of a uniform, and not a varying, percentage of all or substantially rights and obligations under and in respect of both the Commitment of such Lender and all Loans of such Lender. Upon such execution and delivery of the capital stock or business Assignment and Acceptance to Agent, from and after the date specified as the effective date in the Assignment and Acceptance (the “Acceptance Date”), (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of Licensee a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 13.8 which this license relates, so long as Licensee is in good standing with will survive) and be released from its obligations under this Agreement and The Regents is legally, contractually, (and, per in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). d. Within two Business Days after demand by Agent, Borrowers shall execute and deliver to Agent in exchange for any surrendered Note or Notes (which the assigning Lender agrees to promptly deliver to Borrowers) a new Note or Notes to the order of the assignee in an amount equal to the Commitment or Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment or Commitments, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment or Commitments retained by it hereunder. Such new Note or Notes shall re-evidence the indebtedness outstanding under the old Notes or Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the Closing Date and shall otherwise be in substantially the form of the Note or Notes subject to such assignments. e. Each Lender may sell participations (without the consent of Agent, Borrowers or any other Lender) to one or more parties in or to all or a portion of its policiesrights and obligations under this Agreement (including, able without limitation, all or a portion of its Commitments, the Loans owing to enter into an agreement with such assignee it and the Note or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and Notes held by it); provided that (i) such assignment Lender’s obligations under this Agreement (including, without limitation, its Commitments) shall not place remain unchanged, (ii) such Lender shall remain solely responsible to the Regents in a conflict other parties hereto for the performance of commitment. 16.2 In such obligations, (iii) such Lender shall remain the holder of any assignment or transfer such Note for all purposes of this Agreement, (iv) Borrowers, Agent, and the conditions (i)-(iii) below other Lenders shall be timely met. Any attempted assignment by Licensee other than continue to deal solely and directly with such Lender in accordance connection with this Section will be null such Lender’s rights and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced Agreement and (yv) such Lender shall not transfer, grant, assign or sell any participation under which the date of consummation of such transaction (it being understood, however, that Licensee will endeavor participant shall have rights to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law approve any amendment or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions waiver of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior except to the effective extent such amendment or waiver would (A) extend the final maturity date or the date for the payments of any installment of fees or principal or interest of any Loans in which such participant is participating, (B) reduce the amount of any installment of principal of the proposed assignmentLoans in which such participant is participating, (C) except as if otherwise expressly provided in this Agreement, reduce the interest rate applicable to the Loans in which such acquirer participant is participating, or successor entity were (D) except as otherwise expressly provided in this Agreement, reduce any fees payable hereunder. f. Each Lender agrees that, without the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee prior written consent of [***] within thirty (30) days after any such assignment. This assignment fee Borrowers and Agent, it will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated make any assignment or transfersell a participation hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan, Note or other Obligation under the securities laws of the United States of America or of any jurisdiction. g. In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, Agent or such Lender may disclose any information in its possession regarding Borrowers, their finances and/or Property.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) Borrowers shall not have the right to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only or any interest therein except with the prior written consent of The Regents. The prior written Agent and all Lenders. (b) Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an Affiliate of such Lender except to the extent such transfer would result in increased costs to Borrower. (c) Each Lender may, with the consent of The Regents will Agent and Borrowers, which consent shall not be required if unreasonably withheld, but without the consent of any other Lender, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Loan Documents; provided, that (i) for each such assignment, the parties thereto shall execute and deliver to Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance Agreement in the form attached hereto as Exhibit C (the “Assignment and Acceptance”), and a processing and recordation fee of Three Thousand Five Hundred and No/100 Dollars ($3,500.00) to be paid by the assignee, and (ii) no such assignment or transfer shall be for less than Five Million and No/100 Dollars ($5,000,000.00). Upon such execution and delivery of the Assignment and Acceptance to Agent, from and after the date specified as the effective date in the Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to Section 15.17 of this Agreement is which will survive) and be released from its obligations under this Agreement (and, in conjunction with a bona fide arms’ length transaction involving a merger the case of an Assignment and Acceptance covering all or the transfer remaining portion of all an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (d) By executing and delivering an Assignment and Acceptance, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or substantially all warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement and the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the capital stock Loan Documents, (ii) such assigning Lender makes no representation or business warranty and assumes no responsibility with respect to the financial condition of Licensee to which this license relates, so long as Licensee is in good standing with Borrowers or any other Obligor or the performance or observance by Borrowers or any other Obligor of its obligations under this Agreement and The Regents is legallythe Loan Documents, contractually(iii) such assignee confirms that it has received a copy of this Agreement and the Loan Documents, and, per together with copies of the financial statements referred to in Section 9.7 of this Agreement and such other documents and information as it has denied appropriate to make its policies, able own credit analysis and decision to enter into an agreement such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee or transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (e) Agent shall maintain at its address referred to in Section 15.16 of the Agreement a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of Lenders and the Revolving Loan Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the phrase “policies” understood Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer Lender hereunder for all purposes of this Agreement, the conditions (i)-(iii) below . The Register and copies of each Assignment and Acceptance shall be timely metavailable for inspection by Borrower, Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Borrowers. Any attempted Within five (5) Business Days after its receipt of such notice, Borrowers shall execute and deliver to Agent in exchange for the surrendered promissory note or notes, a new promissory note or notes to the order of the assignee in amounts equal to such assignee’s commitments and outstanding Loans hereunder and, if the assigning Lender has retained a portion of the Loans, a new promissory note or notes to the order of the assigning Lender in an amount equal to the remaining commitments and outstanding loans hereunder of such assigning Lender under the terms of this Agreement. Such new promissory note or notes shall re-evidence the indebtedness outstanding under the old promissory note or notes and shall be in the aggregate principal amount of such surrendered promissory note or notes, shall be dated of even date herewith and shall otherwise be in substantially the form of the promissory note or notes subject to such assignment. (g) Each Lender may sell participations (without the consent of Agent, Borrowers or any other Lender) to one or more parties, in or to all (or a portion) of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Loan Commitment or the Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrowers, Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (iv) such Lender shall not transfer, grant, assign or sell any participation under which the participant shall have rights to approve any amendment or waiver of this Agreement. (h) Each Lender agrees that, without the prior written consent of Borrowers and Agent, it will not make any assignment by Licensee hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or other than in accordance with this Section will be null and voidObligations under the securities laws of the United States of America or of any jurisdiction. (i) Licensee is then In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, such Lender may disclose any information in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignmentpossession regarding Borrowers, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor subject to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferSection 15.7.

Assignability. 16.1 This (a) Each Party agrees that the entirety of the other Party’s unperformed rights, duties, powers, benefits and obligations under this Agreement is binding uponare assignable to a commonly owned affiliate, provided that Party agrees to accept such assignment and assume all such obligations hereunder. In addition, Buyer recognizes that Seller may assign its rights hereunder to a third party upon Seller providing prior written notice to Buyer, and will inure to the benefit of, The Regents, its successors and assigns. Licensee that Buyer may assign or transfer this Agreement its rights hereunder to a third party only with upon obtaining the prior written consent of The RegentsSeller and the Collateral Agent (as defined herein). The prior written consent Notwithstanding anything to the contrary herein , Seller (or any of The Regents will not be required if its trustees or successors) shall have the assignment right, without any notice to Buyer or transfer any of its affiliates, to freely and without limitation, assign this Agreement to any person or entity, including, without limitation, the to ▇▇▇▇▇ Fargo Bank, National Association, as collateral agent for the lenders (including any successor thereto, the “Collateral Agent”) under the Third Amended and Restated Credit Agreement, dated as of February 13, 2008, among EMHC, Seller, certain other subsidiaries of EMHC, and the financial institutions party thereto (as amended, supplemented and otherwise modified from time to time, the “Credit Agreement”). Each of Seller and Purchaser agrees and acknowledges that (i) this Agreement constitutes an “executory contract” as such term is used in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all Title 11 of the capital stock or business United States Code (as amended, the “Bankruptcy Code”), is not a financial accommodations contract for purposes of Licensee the Bankruptcy Code and is capable of both assumption and assignment pursuant to which this license relates, so long as Licensee is in good standing with its obligations section 365 of the Bankruptcy Code and (ii) the rights of Seller under this Agreement may be exercised (without the necessity of assumption) by Seller (or any of its trustees or successors) under the Bankruptcy Code and The Regents is legallyany applicable provisions of bankruptcy or non-bankruptcy law or by an unrelated third party, contractuallyprovided, andhowever, per its policies, able that in the event the trustee fails to honor this Agreement or does not enter into an agreement to assign the Station to a third party, whereby the Station remains with such assignee the Licensee, the Initial Payment, and any additional payments on the Purchase Price, shall be returned to Buyer. Purchaser agrees that neither it nor any of its affiliates shall, directly or transferee indirectly, (i) object to, delay, or take any other action to interfere, directly or indirectly, in any respect of the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes exercise of companies) and provided that such any rights or powers hereunder and/or the assumption and/or assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this AgreementAgreement pursuant to any provision of the Bankruptcy Code or any other provision or principle of bankruptcy or non-bankruptcy law, or (ii) encourage any person or entity to do any of the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidforegoing. (ib) Licensee is then Buyer hereby acknowledges that Seller will grant a security interest in good standing with all of its obligations rights under this Agreement to ▇▇▇▇▇ Fargo Bank, National Association, as collateral agent for the lenders (including any successor thereto, the "Collateral Agent") under the Third Amended and Restated Credit Agreement; , dated as of February 13, 2008, among Equity Media Holdings Corporation, a Delaware corporation (ii) Licensee provides The Regents with written notice “EMHC”), Seller, certain other subsidiaries of EMHC, and the financial institutions party thereto (as amended, supplemented and otherwise modified from time to time, the "Credit Agreement"), and Buyer hereby consents to the granting of such assignmentsecurity interest. Buyer further agrees that, identifying the assignee or transferee entity’s name and contact informationfollowing such grant, no later than the earlier of (x) Buyer shall execute and deliver any and all instruments, certificates and documents, and take any and all actions, as the date such transaction is Seller or the Collateral Agent may reasonably request from time to time to ensure that the Collateral Agent has and maintains a first publicly announced priority security interest in the rights of the Seller under this Agreement and (y) the date of consummation of such transaction (it being understoodCollateral Agent shall have the right, howeverboth prior to and following any default under the Credit Agreement and without any further action by any other party hereto, that Licensee will endeavor to provide The Regents with prior written notice exercise the rights of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose Seller under this Agreement prior and to enforce the effective date obligations of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferBuyer hereunder.

Assignability. 16.1 This Agreement may be assigned by UNIVERSITY, but is binding upon, personal to LICENSEE and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement assignable by LICENSEE only with the prior written consent of The Regents. The prior UNIVERSITY; provided however that LICENSEE may assign this Agreement without the written consent of The Regents will not be required if the assignment UNIVERSITY to (i) an Affiliate of LICENSEE or transfer of this Agreement is (ii) in conjunction connection with a bona fide arms’ length transaction involving a merger or the transfer LICENSEE’s sale of all or substantially all of the capital stock business (whether structured as a merger, asset sale, exclusive license or business of Licensee otherwise) to which this license relatesAgreement relates (any such event, so long as Licensee is a “Change of Control”). LICENSEE agrees promptly to notify UNIVERSITY in good standing with its obligations under this Agreement writing of any assignment and/or Change of Control and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents must agree in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing writing to be bound by all of the provisions terms and conditions of this Agreement, as well as assume all responsibilities and liabilities . In the event that arose under LICENSEE wishes to (i) assign this Agreement prior for any reason other than assignment to an Affiliate (a “Non-Affiliate Assignment”) or (ii) in the effective date event of any Change of Control of LICENSEE, LICENSEE shall pay to UNIVERSITY a one-time payment on the first to occur of either (i) in the event of the proposed assignmentsigning of a Non-Affiliate Assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee amount of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] after the signing of such Non-Affiliate Assignment (the “Non-Affiliate Assignment Payment”), or (ii) in the development event of Licensed Products the closing of a Change of Control of LICENSEE, a one-time payment based on the Acquisition Price (as determined below), within [***] after the closing of such Change of Control (the “Change of Control Payment”): An amount of: When the Acquisition Price of LICENSEE is: [***] [***] [***] [***] [***] [***] “Acquisition Price” shall be calculated by LICENSEE prior to the date closing of such anticipated assignment or transferthe Change of Control, which “Acquisition Price” shall equal [***]. Any [***].

Assignability. 16.1 This (a) Subject to the conditions set forth in this Section 12.06, each Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and the Administrative Agent, assign to any Person all or a portion of its rights and obligations under this Agreement (including all or a portion of its Advances Outstanding or interests therein owned by it, together with ratable portions of its Commitment); provided that such consent shall be deemed to have been granted by the Borrower if the Borrower shall not have objected in writing within five (5) Business Days of receipt of any such request for consent; provided, further, that: (i) neither the Borrower’s nor the Administrative Agent’s consent to any such assignment shall be required if the assignee is binding upon(A) a Lender or any of its Affiliates or (B) managed by a Lender or any of its Affiliates; (ii) the Borrower’s consent to any such assignment pursuant to this Section 12.06(a) shall not be required if an Event of Default shall have occurred and be continuing; provided that in no event shall an assignment be made to a Competitor without the Borrower’s prior written consent unless an Event of Default shall have occurred and be continuing; and (iii) notwithstanding anything herein to the contrary, each Lender may make an assignment to any Person (other than a Competitor) with notice to, but without the consent of, the Borrower or the Administrative Agent if such Lender makes a reasonable determination that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law. The parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Sections 12.03(f), together with administrative details for the applicable assignee (if such assignee is not a current Lender or an Affiliate of Citibank, N.A.). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.06(d), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement, and will inure to the benefit ofextent of the interest assigned by such assigning Lender, have the rights and obligations of a Lender under this Agreement. Notwithstanding any other provision of this Section 12.06, (x) no assignment may be made to the Borrower, the Collateral Manager, the Equityholder or any of their respective Affiliates and (y) no assignment shall be made to any Defaulting Lender, a natural person or any Person that, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y). (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Administrative Agent and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of (but with notice to) the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement;; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Agents, the Collateral Administrator, the Custodian and the Securities Intermediary and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 12.06(c), Section 12.06(e), Section 12.09 and Section 12.16. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09 and 12.03 (subject to the requirements and limitations therein, including the requirements under Section 12.03(f) (it being understood that the documentation required under Section 12.03(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment under clause (a) of this Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 2.09 or 12.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20 with respect to any Participant. (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as non-fiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”). An Advance may be participated in whole or in part only by registration of such assignmentparticipation on the Participant Register (and each Note, identifying the assignee if any, shall expressly so provide). No Lender shall have any obligation to disclose all or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice any portion of the proposed assignment Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any rights and obligations hereunder) to any Person except to the extent practicable necessary to establish that such rights and obligations are in registered form under Section 5f.103-1 of the circumstances United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and not prohibited by applicable law or regulation or Licensee’s contractual obligations such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the applicable third party);contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (iiid) provide The Regents with a written agreement signed by Administrative Agent, on behalf of and acting solely for this purpose as the proposed acquirer or successor entity agreeing to be bound by all non-fiduciary agent of the provisions Borrower, shall maintain at its address specified in Section 12.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement, as well as assume all responsibilities each signature page hereto, each Assignment and liabilities that arose Acceptance delivered to and accepted by it, and a register (the “Register”) for the recordation of the names, addresses and wiring instructions of the Lenders and the aggregate outstanding principal amount of the Advances Outstanding maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Collateral Manager, the Agents, the Collateral Administrator, the Custodian, the Securities Intermediary and the Lenders shall treat each Person whose name is recorded in the Register as a Lender and the owner of the amounts owing to it under the Facility Documents as reflected in the Register for all purposes of the Facility Documents. The Register shall be available for inspection by the Borrower, the Collateral Manager, the Collateral Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note with respect to the effective Advances, if any, shall expressly so provide) and compliance with this Section 12.06. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document and each Lender hereunder, and each Participant, must at all times be an “accredited investor” as defined in paragraphs (1), (2), (3), and (7) of Rule 501(a) under the Securities Act (an “Accredited Investor”) and a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”). Each Lender severally represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is an Accredited Investor and a Qualified Purchaser. (f) Notwithstanding any other provision of this Section 12.06, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the proposed assignment, as if Borrower or the Administrative Agent; provided that no such acquirer pledge or successor entity were the original Licensee within thirty (30) days after grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This (a) Each Party agrees that the entirety of the other Party’s unperformed rights, duties, powers, benefits and obligations under this Agreement is binding uponare assignable to a commonly owned affiliate, provided that Party agrees to accept such assignment and assume all such obligations hereunder. In addition, Buyer recognizes that Seller may assign its rights hereunder to a third party upon Seller providing prior written notice to Buyer, and will inure to the benefit of, The Regents, its successors and assigns. Licensee that Buyer may assign or transfer this Agreement its rights hereunder to a third party only with upon obtaining the prior written consent of The RegentsSeller and the Collateral Agent (as defined herein). The prior written consent Notwithstanding anything to the contrary herein , Seller (or any of The Regents will not be required if its trustees or successors) shall have the assignment right, without any notice to Buyer or transfer any of its affiliates, to freely and without limitation, assign this Agreement to any person or entity, including, without limitation, the to ▇▇▇▇▇ Fargo Bank, National Association, as collateral agent for the lenders (including any successor thereto, the “Collateral Agent”) under the Third Amended and Restated Credit Agreement, dated as of February 13, 2008, among EMHC, Seller, certain other subsidiaries of EMHC, and the financial institutions party thereto (as amended, supplemented and otherwise modified from time to time, the “Credit Agreement”). Each of Seller and Purchaser agrees and acknowledges that (i) this Agreement constitutes an “executory contract” as such term is used in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all Title 11 of the capital stock or business United States Code (as amended, the “Bankruptcy Code”), is not a financial accommodations contract for purposes of Licensee the Bankruptcy Code and is capable of both assumption and assignment pursuant to which this license relates, so long as Licensee is in good standing with its obligations section 365 of the Bankruptcy Code and (ii) the rights of Seller under this Agreement may be exercised (without the necessity of assumption) by Seller (or any of its trustees or successors) under the Bankruptcy Code and The Regents is legallyany applicable provisions of bankruptcy or non-bankruptcy law or by an unrelated third party, contractuallyprovided, andhowever, per its policies, able that in the event the trustee fails to honor this Agreement or does not enter into an agreement to assign the Stations to a third party, whereby the Stations remain with such assignee the Licensee, the Initial Payment, and any additional payments on the Purchase Price, shall be returned to Buyer. Purchaser agrees that neither it nor any of its affiliates shall, directly or transferee indirectly, (i) object to, delay, or take any other action to interfere, directly or indirectly, in any respect of the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes exercise of companies) and provided that such any rights or powers hereunder and/or the assumption and/or assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this AgreementAgreement pursuant to any provision of the Bankruptcy Code or any other provision or principle of bankruptcy or non-bankruptcy law, or (ii) encourage any person or entity to do any of the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidforegoing. (ib) Licensee is then Buyer hereby acknowledges that Seller will grant a security interest in good standing with all of its obligations rights under this Agreement to ▇▇▇▇▇ Fargo Bank, National Association, as collateral agent for the lenders (including any successor thereto, the "Collateral Agent") under the Third Amended and Restated Credit Agreement; , dated as of February 13, 2008, among Equity Media Holdings Corporation, a Delaware corporation (ii) Licensee provides The Regents with written notice “EMHC”), Seller, certain other subsidiaries of EMHC, and the financial institutions party thereto (as amended, supplemented and otherwise modified from time to time, the "Credit Agreement"), and Buyer hereby consents to the granting of such assignmentsecurity interest. Buyer further agrees that, identifying the assignee or transferee entity’s name and contact informationfollowing such grant, no later than the earlier of (x) Buyer shall execute and deliver any and all instruments, certificates and documents, and take any and all actions, as the date such transaction is Seller or the Collateral Agent may reasonably request from time to time to ensure that the Collateral Agent has and maintains a first publicly announced priority security interest in the rights of the Seller under this Agreement and (y) the date of consummation of such transaction (it being understoodCollateral Agent shall have the right, howeverboth prior to and following any default under the Credit Agreement and without any further action by any other party hereto, that Licensee will endeavor to provide The Regents with prior written notice exercise the rights of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose Seller under this Agreement prior and to enforce the effective date obligations of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferBuyer hereunder.

Assignability. 16.1 This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign shall not be assigned by operation of Law or transfer this Agreement only with otherwise without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially Cardinal Health and CareFusion, except that each Party may: (a) assign all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents is legallyto any of its Subsidiaries, contractuallyprovided, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that no such assignment shall not place release Cardinal Health or CareFusion, as the Regents in a conflict of commitment. 16.2 In case may be, from any assignment liability or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations obligation under this Agreement; (b) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquiror that is not a competitor of the Provider, assign to the acquiror of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement, provided, that (i) no such assignment shall release Cardinal Health or CareFusion, as the case may be, from any liability or obligation under this Agreement, (ii) Licensee provides The Regents any and all costs and expenses incurred by either Party in connection with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of assignment (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents including in connection with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); clause (iii) provide The Regents with a written agreement signed of this proviso) shall be borne solely by the proposed acquirer or successor entity agreeing assigning Party, and (iii) the Parties shall in good faith negotiate any amendments to be bound by all of the provisions of this Agreement, as well as assume all responsibilities including the Annexes and liabilities Schedules to this Agreement, that arose under this Agreement prior may be necessary or appropriate in order to the effective date of the proposed assignment, as if assign such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignmentServices; and (c) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquiror that is a competitor of the Provider, assign to the acquiror of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement, provided, that (i) no such assignment shall release Cardinal Health or CareFusion, as the case may be, from any liability or obligation under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Annexes and Schedules to this Agreement, that may be necessary or appropriate in order to ensure that such assignment will not (x) materially and adversely affect the businesses and operations of each of the Parties and their respective Affiliates or (y) create a competitive disadvantage for the Provider with respect to an acquiror that is a competitor, and (iv) pay no Party shall be obligated to The Regents an assignment fee of [***] within thirty (30) days after provide any such assignment. This assignment fee will not be required assigned Services to an acquiror that is a competitor if the Licensee can establish by documented evidence that it (provision of such assigned Services to such acquiror would disrupt the operation of such Party’s businesses or together create a competitive disadvantage for such Party with its Sublicensee) has expended more than [***] in the development of Licensed Products prior respect to such acquiror; provided, that, notwithstanding anything to the date contrary in this Section 11.13, no Party shall be entitled to assign any rights or obligations under this Agreement that relate to Services provided to the former Medical Products Technologies business of such anticipated assignment or transferCardinal Health (including respiratory, infection prevention, ▇. ▇▇▇▇▇▇▇ and On-Site businesses).

Assignability. 16.1 This Agreement is binding upon(a) Any Conduit Lender may, (i) with notice to the Borrower and the Servicer, and will inure with the consent of the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to (A) any other Lender, (B) any commercial paper conduit managed by such Conduit Lender’s sponsor or administrator bank (C) any Affiliate of such Conduit Lender’s sponsor bank or (D) any Liquidity Provider with respect to such Conduit Lender and (ii) with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any other Person not listed in clause (i) above; provided that the consent of the Borrower shall not be required if an Event of Termination has occurred and is continuing. Any Managing Agent may, with notice to the benefit ofBorrower and the Servicer, and with the consent of the Lenders in its Lender Group, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Lender or to any Affiliate of such Managing Agent or any Lender. (b) Any Committed Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and with the consent of the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person; provided, however, that the consent of the Borrower shall not be required in connection with any assignment by a Committed Lender (i) if an Event of Termination has occurred and is continuing or (ii) to any other Lender. (c) With respect to any assignment hereunder (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $2,500. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (d) At all times during which any Loan is outstanding, the Program Agent shall maintain at its address referred to in Section 10.02 of this Agreement (or such other address of the Program Agent notified by the Program Agent to the other parties hereto) a register as provided herein (the “Register”). The RegentsAggregate Principal Balance and any interests therein, and any Assignments and Acceptances of the Aggregate Principal Balance or any interest therein delivered to and accepted by the Program Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owner of the Aggregate Principal Balances and any interest therein. Notwithstanding any other provision of this Agreement, no transfer of the Aggregate Principal Balances or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Program Agent, the Managing Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender, as the case may be, under this Agreement for all purposes of this Agreement. This Section 10.03(d) shall be construed so that the Aggregate Principal Balance and any interest therein is maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h) and 881(c) of the IRC, solely for the purposes of this Section 10.03, the Program Agent will act as an agent of the Borrower. The Register shall be available for inspection by the Borrower or any Managing Agent at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its successors receipt of an Assignment and assignsAcceptance, the Program Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (f) Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loan); provided that following the sale of a participation under this Agreement (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Program Agent, the Servicer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Licensee Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the other Facility Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Facility Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of principal or Interest that is payable on account of any Loan or delays any scheduled date for payment thereof or (ii) reduces any fees payable by the Borrower to the Program Agent (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees. The Borrower acknowledges and agrees that any Lender’s source of funds may derive in part from its Participants. Accordingly, references in Sections 2.11 or 2.13 and the other terms and provisions of this Agreement and the other Facility Documents to determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants; provided, however, that in no event shall the Borrower be liable to any Participant under Sections 2.11 or 2.13 for an amount in excess of that which would be payable to the applicable Lender under such sections. (g) Neither the Borrower nor the Servicer may assign any of its rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer Program Agent and each Managing Agent. (h) Notwithstanding any other provision of this Agreement is to the contrary, any Lender may at any time pledge or grant a security interest in conjunction all or any portion of its rights (including, without limitation, rights to payment of the principal balance of the Loans and Interest with respect thereto) hereunder to secure obligations of such Lender to a bona fide arms’ length transaction involving a merger Federal Reserve Bank, without notice to or consent of the Borrower or the transfer Program Agent; provided, that no such pledge or grant of all or substantially all a security interest shall release a Lender from any of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee hereunder or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 (a) This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign shall not be assigned by operation of Law or transfer this Agreement only with otherwise without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially GGP and Spinco, except that each Party may: (i) assign all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents is legallyto any of its Subsidiaries; provided, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that no such assignment shall not place release GGP or Spinco, as the Regents in a conflict of commitment. 16.2 In case may be, from any assignment liability or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations obligation under this Agreement; (ii) Licensee provides The Regents in connection with written notice the divestiture of any Subsidiary or business of Spinco to an acquiror that is not a Competitor of GGP, assign to the acquiror of such assignmentSubsidiary or business its rights and obligations as a recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided, identifying that (i) no such assignment shall release GGP or Spinco, as the assignee case may be, from any liability or transferee entity’s name obligation under this Agreement, (ii) any and contact informationall costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, no later than the earlier of and (xiii) the date such transaction is first publicly announced Parties shall in good faith negotiate any amendments to this Agreement, including the Annexes and (y) the date of consummation of such transaction (it being understood, howeverSchedules to this Agreement, that Licensee will endeavor may be necessary or appropriate in order to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party);assign such Services; and (iii) provide The Regents in connection with the divestiture of any Subsidiary or business of Spinco to an acquiror that is a written agreement signed Competitor of GGP, assign to the acquiror of such Subsidiary or business its rights and obligations as a recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided, that (i) no such assignment shall release GGP or Spinco, as the case may be, from any liability or obligation under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the proposed acquirer assigning Party, (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Annexes and Schedules to this Agreement, that may be necessary or successor entity agreeing appropriate in order to ensure that such assignment will not (x) materially and adversely affect the businesses and operations of each of the Parties and their respective Subsidiaries or (y) create a competitive disadvantage for GGP with respect to an acquiror that is a Competitor of GGP, and (iv) GGP shall not be bound by obligated to provide any such assigned Services to an acquiror that is a Competitor of GGP if the provision of such assigned Services to such acquiror would disrupt the operation of GGP’s businesses or create a competitive disadvantage for GGP with respect to such acquiror. (b) in the event of the (i) merger, amalgamation or consolidation of Spinco and another Person, (ii) sale of all or substantially all of the provisions assets of this AgreementSpinco to another Person, (iii) the acquisition of a majority of the voting stock of Spinco by any Person or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer amended) or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay the election of, or appointment to, the board of directors of Spinco of directors constituting a majority of the directors then serving if such elected or appointed directors have not been nominated as directors by the Nominating Committee of the board of directors prior to The Regents an assignment fee their election or appointment, then the requirement of [***] within thirty (30) GGP to provide Services hereunder shall automatically terminate without further action by the Parties 30 days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date occurrence of such anticipated assignment or transferevent.

Assignability. 16.1 This Agreement is binding upon(i) Subject only to Sections 21(a) (ii) and (iii), and will inure to the benefit of, The Regents, its successors and assigns. Licensee neither Bank nor Retailer may assign its rights or transfer delegate its obligations under this Agreement only with without the prior written consent of The Regents. The prior written the other party, which consent of The Regents will not be required if unreasonably withheld. (ii) Section 21(a)(i) to the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of contrary notwithstanding, Bank may, without Retailer’s consent (i) assign all or substantially part of its rights and delegate some or all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement to an affiliate; (ii) engage third parties to perform some or all of Bank’s obligations under this Agreement, including the servicing and The Regents is legally, contractually, and, per administration of Accounts; (iii) assign all or some of its policies, able rights hereunder to enter into an agreement with such assignee any person acquiring any or transferee (all Accounts after the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment termination or transfer expiration of this Agreement, the conditions and (i)-(iiiiv) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null assign all of its rights and void. (i) Licensee is then in good standing with delegate all of its obligations under this Agreement; Agreement to a purchaser (iior an affiliate of a purchaser) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (xa “Bank Purchaser”) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment Sales Finance business of GE Capital Corporation, [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party);Commission]. (iii) provide The Regents with a written agreement signed by Section 21(a)(i) to the proposed acquirer or successor entity agreeing to be bound by contrary notwithstanding Retailer may, without Bank’s consent, assign all of the provisions its rights and delegate all of this Agreement, as well as assume all responsibilities and liabilities that arose its obligations under this Agreement prior (x) to an affiliate, [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; andCommission]. (iv) pay No assignment under this Section 21(a) shall (x) relieve the assigning party of any obligation hereunder or (y) be effective unless and until the assignee signs this Agreement (or documentation reasonably sufficient to The Regents an assignment fee bind it to the terms hereof) and assumes responsibility for the obligations attributable to the assigning party under this Agreement. Further, each of [***] within thirty Bank and Retailer, as the assigning party under Sections 21(a)(ii) and (30) days after iii), respectively, shall be responsible to the non-assigning party for the costs incurred by the non-assigning party relating to any necessary changes in hardware or software which are required as a result of such assignment. Without limiting the foregoing, this Agreement is intended for the exclusive benefit of the parties hereto and their respective successors and permitted assigns, and shall not create any rights in or be enforceable by any other person whomsoever, whether as third party beneficiaries or otherwise. This assignment fee will not Agreement shall be required if binding on, and enforceable against, the Licensee can establish successors and permitted assigns of the respective parties. ** Confidential portions have been omitted pursuant to a request for confidential treatment by documented evidence that it (or together with its Sublicensee) has expended more than [***] in Haverty Furniture Companies, Inc. pursuant to Rule 24B-2 under the development Securities Exchange Act of Licensed Products prior to the date of such anticipated assignment or transfer1934.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower (in each case not to be unreasonably withheld or delayed), assign to an assignee all or a portion of its rights and obligations under this Agreement is binding upon(including all or a portion of its outstanding Advances or interests therein owned by it, and will inure together with ratable portions of its Commitment); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the benefit ofAdministrative Agent within ten (10) Business Days after having received notice thereof; provided further that: (i) the Borrower’s consent to any such assignment shall not be required if the assignee is a Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 11.06(a) shall not be required if an Event of Default shall have occurred and is continuing (and has not been waived by the Lenders in accordance with Section 11.01). (b) The parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance and the applicable tax forms required by Section 11.03(g). For the avoidance of doubt, The Regents, its successors the parties hereto acknowledge and assigns. Licensee agree that any Conduit Lender may assign its rights and obligations hereunder and under the Advances to any Program Support Provider or transfer Conduit Assignee (and any such Program Support Provider or Conduit Assignee may assign its rights and obligations hereunder to any Conduit Lender hereunder), in each case, without the consent of the Borrower, the Administrative Agent or any other Person. Notwithstanding any other provision of this Section 11.06, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement only with to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank and, in the case of a Conduit Lender, to its program collateral agent or trustee, in each case, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto. (c) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written the Administrative Agent and the Majority Lenders. (i) Any Lender may, without the consent of The Regents will not be required if the assignment Borrower, sell participations to one or transfer of this Agreement is more banks or other entities (a “Participant”) in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all a portion of the capital stock or business of Licensee to which such Lender’s rights and obligations under this license relates, so long as Licensee is in good standing with its Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent and The Regents is legally, contractually, and, per its policies, able the other Lenders shall continue to enter into an agreement deal solely and directly with such assignee Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 11.06(c) and Sections 11.09(b), 11.15 and 11.19. Sections 2.09 and 11.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that no Participant shall be entitled to any amount under Section 2.09 or transferee 11.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred, except to the extent such entitlement to receive a greater payment results from a change in Applicable Law that occurs after the Participant acquired the applicable participation. (ii) In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as non-fiduciary agent for the Borrower shall maintain a register on which it enters the name of all Participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Advance or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Advance or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. An Advance may be participated in whole or in part only by registration of such participation on the Participant Register. Any participation of such Advance may be effected only by the registration of such participation on the Participant Register. The entries in the Participant Register shall be conclusive absent manifest error. (e) The Administrative Agent, on behalf of and acting solely for this purpose as the non-fiduciary agent of the Borrower, shall maintain at its address specified in Section 11.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the Advances maintained by each Lender under this Agreement (and any stated interest thereon). No assignment shall not place be effective unless it has been recorded in the Regents Register as provided in this Section 11.06(e). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a conflict of commitment. 16.2 In any assignment or transfer Lender hereunder for all purposes of this Agreement, the conditions (i)-(iii) below . The Register shall be timely metavailable for inspection by the Borrower or any Lender (in respect of such Lender’s Advances or Commitments only) at any reasonable time and from time to time upon reasonable prior notice. Any attempted An Advance may be assigned or sold in whole or in part only by registration of such assignment by Licensee other than or sale on the Register and in accordance with this Section will 11.06. This Section shall be null construed so that the Advances are at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and void881(c)(2) of the Code and any related regulations (and any successor provisions). (f) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower (i) Licensee is then in good standing with its obligations under on the date that it becomes a party to this Agreement; Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the on each date such transaction is first publicly announced and (y) the date of consummation of such transaction (on which it being understood, howevermakes an Advance hereunder, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances it is a Qualified Purchaser and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignmentQIB. This assignment fee will not be required if the Licensee can establish by documented evidence Each Lender further agrees that it (shall not assign, or together with grant any participations in, any of its Sublicensee) has expended more than [***] in the development of Licensed Products prior Advances or its Commitment to the date of any Person unless such anticipated assignment or transferPerson is a Qualified Purchaser and a QIB.

Assignability. 16.1 This Agreement is binding upon32 See Amendment 5 to Master Repurchase Agreement, dated as of December 4, 2020. (a) The rights and will inure to obligations of the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer parties under this Agreement only with and under any Transaction shall not be assigned by the Sellers without the prior written consent of The Regentsthe Buyer. The prior written consent of The Regents will not be required if Subject to the assignment or transfer of foregoing, this Agreement is and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in conjunction with a bona fide armsthis Agreement express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Buyer may, upon at least five (5) Business Days’ length transaction involving a merger or the transfer of notice to Sellers, from time to time assign all or substantially all a portion of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents the Facility Documents to any Person pursuant to an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; provided, however so long as an Event of Default has not occurred and is legallynot continuing, contractuallyno such Assignment and Acceptance shall be valid without the Sellers’ consent, andwhich consent shall not be unreasonably withheld. Upon such assignment, per (a) such assignee shall be a party hereto and to each Facility Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its policiesobligations hereunder and under the Facility Documents. Unless otherwise stated in the Assignment and Acceptance, able the Sellers shall continue to enter into take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to the Buyer by the Sellers. (b) Buyer, upon at least five (5) Business Days’ notice to Sellers, may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement to any Person; provided, however, that (i) Buyer’s obligations under this Agreement shall remain unchanged, (ii) Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Facility Documents except as provided in Section 8; provided that no such restrictions shall apply with respect to any sale to any Affiliate of Buyer or if an agreement Event of Default has occurred and is continuing; and provided further that Buyer shall act as agent for all purchasers, assignees and point of contact for Sellers pursuant to agency provisions to be agreed upon by Buyer, its intended purchasers and/or assignees and Sellers. (c) Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of their Subsidiaries or to any aspect of the Transactions that has been furnished to Buyer by or on behalf of the Sellers or any of their Subsidiaries; provided that such assignee or transferee (participant agrees to hold such information subject to the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes confidentiality provisions of companies) and provided that such assignment shall not place the Regents in a conflict of commitmentthis Agreement. 16.2 (d) In any assignment the event Buyer assigns all or transfer a portion of its rights and obligations under this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then parties hereto agree to negotiate in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor faith an amendment to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay add agency provisions similar to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] those included in the development of Licensed Products prior to the date of such anticipated assignment or transferrepurchase agreements for similar syndicated repurchase facilities.

Assignability. 16.1 This Agreement is binding upon(a) The Borrower may not sell or assign this Agreement, and will inure to or any other agreement with the benefit ofAgent or the Lenders or any portion thereof; either voluntarily or by operation of law, The Regentswithout the prior written consent of the Agent. (b) Each Lender may, its successors and assigns. Licensee may assign or transfer this Agreement only with the prior written consent of The Regents. The Agent, and with the prior written consent of The Regents the Company which shall be delivered promptly and not unreasonably withheld, assign all or less than all of its rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided that, such transfer or assignment will not be required if effective until recorded by Agent on the assignment Register (defined below). (c) Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their portion of the Loan (the "Register"). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder and the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. (e) By execution and delivery of an Assignment and Acceptance, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or transfer warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Documents or the execution, legality, enforceability, genuineness, sufficiency or value of this Agreement is in conjunction or any of the other Loan Documents furnished pursuant hereto, (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with a bona fide arms’ length transaction involving a merger respect to the financial condition of the Borrower or the transfer performance or observance by the Borrower of all any of the Obligations; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or substantially not taking action under this Agreement and the other Loan Documents, (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such assignee agrees that it will perform in accordance with their terms all of the capital stock obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender. Agent and Lenders, subject to delivery to the Company of a confidentiality and non-disclosure agreement executed by the receiving party in a form reasonably satisfactory to the Company, may furnish any information concerning the Borrower in the possession of Agent or business any Lender from time to time to assignees and Participants. (f) At its sole cost and expense, each Lender may sell participations to one or more banks or other entities in or to all or a portion of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents is legallythe other Loan Documents (including, contractuallywithout limitation, andall or a portion of its Commitments and the portion of the Loan owing to it without the consent of Agent or the other Lenders); provided that, per (i) such Lender's obligations under this Agreement (including, without limitation, its policiesCommitment hereunder) and the other Loan Documents shall remain unchanged, able (ii) such Lender shall remain solely responsible to enter into an agreement the other parties hereto for the performance of such obligations, and the Borrower, the other Lenders and the Agent shall continue to deal solely and directly with such assignee Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents, and (iii) the Participant shall not have any rights under this Agreement or transferee any of the other Loan Documents (the phrase “policies” understood as broad, Regents-wide restrictions on assignments Participant's rights against such Lender in respect of such participation to certain classes be those set forth in the agreement executed by such Lender in favor of companiesthe Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation. (g) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its portion of the Loan hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided that that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (h) The Borrower shall assist Agent or any Lender permitted to sell assignments or participations under this Section 14.7 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall not place be requested and the Regents delivery of informational materials, appraisals or other documents for, and the participation of relevant management in a conflict meetings and conference calls with, potential Lenders or Participants. The Borrower shall certify the correctness, completeness and accuracy, in all material respects, of commitment. 16.2 In all descriptions of the Borrower and their affairs provided, prepared or reviewed by the Borrower that are contained in any selling materials and all other information provided by it and included in such materials. The Borrower shall have no liability for the costs and expenses related to any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment participation by Licensee a Lender other than in accordance with this Section will be null and voidthe Agent. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Individual Lender Maximum Funding Amount); provided that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is binding upon, a Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required if (x) a Default or an Event of Default shall have occurred (and will inure not been waived by the Lenders in accordance with Section 13.01) or (y) such assignment is required by any Change in Law. The parties to each such assignment shall execute and deliver to the benefit ofAdministrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06, no assignment by any Lender to the Borrower, any of its Affiliates or any Disqualified Lender shall be permitted. (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Agents and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of, but with notice to, the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement; ; provided that (iiA) Licensee provides The Regents with written notice such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such assignmentobligations, identifying (C) such Borrower, the assignee or transferee entityAgents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s name rights and contact informationobligations under this Agreement, no later than the earlier of (xD) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing each Participant shall have agreed to be bound by all this Section 13.06(c), Section 13.06(d), Section 13.06(e) and Section 13.17, and (E) such Participants are not Disqualified Lenders. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section 13.06 (subject to the requirements and limitations set forth in Section 13.03, including the requirements under Section 13.03(g)); provided that (A) such Participant agrees to be subject to the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, Section 13.03(g) as if such acquirer it were an assignee under clause (a) of this Section 13.06 and (B) no Participant shall be entitled to any amount under Section 2.10, 2.11, or successor entity were 13.03 which is greater than the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if amount the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.related Lender would have been entitled to

Assignability. 16.1 This (a) Each Bank may assign to any Eligible Assignee or to any other Bank all or a portion of its rights and obligations under this Agreement is binding upon(including, without limitation, all or a portion of its Bank Commitment and any Shares or interests therein owned by it); provided that (i) Citibank may not assign any portion of its Bank Commitment to the extent that it reduces such commitment below (A) 10% of the Commitment minus (B) the Capital of Shares purchased by CNAI, (ii) each such assignment shall be of a constant, and will inure not a varying, percentage of all rights and obligations under this Agreement. (iii) the amount being assigned pursuant to each such assignment shall in no event be less than the lesser of $10,000,000 and all of the assigning Bank's Bank Commitment, (iv) the parties to each such assignment shall execute and deliver to the benefit ofAgent, The Regentsfor its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $2,500, and (v) concurrently with such assignment, a Bank shall, if such Bank is a Bank other than Citibank, assign to such Eligible Assignee an equal percentage of its successors rights and assignsobligations under the APA. Licensee may assign or transfer Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement only (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the prior written consent of The Regents. The prior written consent of The Regents will not be required if other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the assignment execution, legality, validity, enforceability, genuineness, sufficiency or transfer value of this Agreement is in conjunction or any other instrument or document furnished pursuant hereto; (ii) such assigning Bank makes no representations or warranty and assumes no responsibility with a bona fide arms’ length transaction involving a merger respect to the financial condition of the Seller or the transfer performance or observance by the Seller of all or substantially all any of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with or any other instrument or document furnished pursuant hereto; (iii) such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided confirms that such assignment shall not place the Regents in it has received a conflict of commitment. 16.2 In any assignment or transfer copy of this Agreement, together with copies of the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee financial statements referred to in Article V and such other than in accordance with this Section will be null documents and void.information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iiv) Licensee is then such assignee will, independently and without reliance upon the Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in good standing with its obligations taking or not taking action under this Agreement; (iiv) Licensee provides The Regents with written notice of such assignment, identifying assignee appoints and authorizes the assignee or transferee entity’s name Agent to take such action as agent on its behalf and contact information, no later than the earlier of (x) the date to exercise such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose powers under this Agreement prior as are delegated to the effective date of Agent by the proposed assignmentterms hereof, together with such powers as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignmentare reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank. (c) The Agent shall maintain at its address referred to in Section 11.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Bank Commitment of, and aggregate outstanding Capital of Shares or interests therein owned by, each Bank from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Seller, the Agent and the Banks may treat each person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Seller or any Bank at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an Eligible Assignee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit D hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Seller. (e) Each Bank may sell participations to one or more banks or other entities, in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Bank commitment and the Shares or interests therein owned by it); provided that (i) such Bank's obligations under this Agreement (including, without limitation, its Bank Commitment to the Seller hereunder), shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Seller, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, and (iv) pay concurrently with such participation, the Selling Bank shall, if such Bank is any Bank other than Citibank, sell to The Regents such bank or other entity a participation in an assignment fee equal percentage of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if its rights and obligations under the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferAPA.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) No Borrower shall have the right to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only or any interest therein except with the prior written consent of The RegentsAgent and all Lenders. (b) Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an Affiliate of such Lender except to the extent such transfer would result in increased costs to Borrowers. The prior written Except as provided in the immediately preceding sentence, no Lender may assign its Loans without the consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction Agent and Borrowers. In connection with a bona fide arms’ length transaction involving a merger permitted assignment, the assignor and assignee shall execute an Assignment and Acceptance Agreement in the form of Exhibit D. (c) Each Lender may sell participations (without the consent of Agent, Borrowers or the transfer of any other Lender) to one or more parties, in or to all or substantially all a portion of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents is legally(including, contractuallywithout limitation, andall or a portion of its Maximum Loan Amount or the Loans owing to it); provided, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then such Lender's obligations under this Agreement (including, without limitation, its Maximum Loan Amount hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrowers, Agent and the other Lenders shall continue to deal solely and directly with such Lender in good standing connection with its such Lender's rights and obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (yiv) such Lender shall not transfer, grant assign or sell any participation under which the date participant shall have rights to approve any amendment or waiver of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment this Agreement except to the extent practicable under such amendment or waiver would (A) extend the circumstances and not prohibited by final maturity date or the date for the payment of any installment of fees or principal or interest of any Loans in which such participant is participating, (B) reduce the amount of any installment of principal of the Loans in which such participant is participating, (C) reduce the interest rate applicable law or regulation or Licensee’s contractual obligations to the applicable third party); Loans in which such participant is participating, or (iiiD) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after reduce any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferfees payable hereunder.

Assignability. 16.1 This Agreement is binding upon, (a) The rights and will inure to obligations of the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer Seller Parties under this Agreement only with and the other Transaction Documents and under any Transaction shall not be assigned by the Seller Parties without the prior written consent of The Regents. The Buyer, which consent may be granted or withheld in Buyer’s sole discretion. (b) Buyer shall not sell, assign or otherwise transfer any interest or obligation under this Agreement and the other Transaction Documents and/or under any Transaction without the prior written consent of The Regents will the Sellers, which consent shall not be required if the assignment unreasonably withheld, conditioned or delayed (a “Restricted Transfer”); provided, however, that in no event shall any such assignment, sale or transfer be to any of the parties listed on Exhibit X attached hereto or their respective Affiliates (collectively, “Prohibited Transferees”) without the prior written consent of the Sellers. Buyer may sell participations or synthetic interests in any interest or obligation under this Agreement is and the other Transaction Documents and/or under any Transaction to one or more Persons in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of to all or substantially all a portion of the capital stock or business of Licensee to which this license relatesits rights as Buyer; provided, so long as Licensee is in good standing with its however, that (A) such Person’s obligations under this Agreement and The Regents is legallythe Transaction Documents shall remain unchanged, contractually(B) such Person shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Transaction Documents. For the avoidance of doubt, andthe transfer restrictions described above regarding Restricted Transfers shall not apply, per its policiesand the interests and obligations shall be freely transferable (A) following the ​ ​ occurrence of a Regulatory Event (a “Regulatory Transfer”), able (B) following the occurrence and continuation of an Event of Default or (C) to enter into any Affiliate of Buyer (clauses (B) and (C) together, an agreement “Unrestricted Transfer”). Buyer shall notify the Seller at least twenty (20) Business Days prior to any Restricted Transfer or Regulatory Transfer, and at least five (5) Business Days prior to an Unrestricted Transfer. Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 18(b), disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to any Seller Party or to any aspect of the transactions contemplated by the Transaction Documents that has been furnished to Buyer by or on behalf of any Seller Party; provided that such assignee or transferee participant agrees to hold such information subject to the confidentiality provisions of this Agreement and any confidentiality provisions applicable to any of the documents related thereto. (c) Buyer shall, acting for this purpose as a non-fiduciary agent of Sellers (the phrase “policies” understood as broadRegistrar”), Regents-wide restrictions maintain a record of ownership (the “Register”) on which is entered the name and address of all assignees of Buyer and each such assignee’s interest in the rights and obligations under this Agreement and the other Transaction Documents. All assignments pursuant to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below Section 18 hereof shall be timely metrecorded on the Register. Any attempted assignment This provision is intended to be interpreted so that the indebtedness (for federal income tax purposes, as set forth in Section 22(e)) evidenced by Licensee other than the Transaction Documents is treated as being in registered form in accordance with this Section will be null and void. (i5f.103-1(c) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment Treasury Regulations. The Register shall be available for inspection by Sellers at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive absent manifest error, and Buyer and Sellers shall treat each Person whose name is recorded in the Register pursuant to the extent practicable under the circumstances terms hereof as a Buyer hereunder for all purposes of this Agreement and not prohibited by applicable law or regulation or Licensee’s contractual obligations any other Transaction Document notwithstanding notice to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing contrary, subject to be bound by all of the provisions of this AgreementSection 18. Buyer may, at any time, designate any other Person, including a Seller, to be the successor Registrar. (d) If Buyer sells a participation, Buyer shall, acting for this purpose as well as assume all responsibilities a non- fiduciary agent of Sellers, maintain a register on which is entered the name and liabilities that arose address of each participant and such participant’s interest in the rights and obligations under this Agreement prior and the other Transaction Documents (the “Participant Register”) and no participation shall be effective until recorded on the Participant Register; provided that, Buyer shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any rights or obligations under this Agreement and the other Transaction Documents) to any Person except to the effective date extent that such disclosure is necessary to establish that such rights or obligations are in registered form in accordance with Section 5f.103-1(c) of the proposed assignmentTreasury Regulations. The entries in each Participant Register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in such Participant Register as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; andowner of the related rights and obligations for all purposes of this Agreement notwithstanding notice to the contrary, subject to the provisions of this Section 18. (ive) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior Subject to the date foregoing, this Agreement and the other Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of such anticipated assignment the parties and their respective successors and assigns. Nothing in this Agreement or transfer.the other Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors and permitted assigns, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents. ​ ​

Assignability. 16.1 This Agreement is binding upon, and will inure (a) Borrower shall not have the right to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only or any interest therein except with the prior written consent of The Regents. The prior written Agent and all Lenders. (b) Any Lender may make, carry or transfer its portion of the Term Loan at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to Borrower (including, without limitation, under Section 4 of this Agreement). (c) Each Lender may, with the consent of The Regents will Agent and Borrower (provided, that Borrower’s consent (i) shall not be unreasonably withheld or delayed, (ii) shall not be required if an Event of Default exists and (iii) shall not be required for an assignment by a Lender to a Lender or an affiliate of a Lender), but without the consent of any other Lender, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the Other Agreements; provided, that (i) for each such assignment, the parties thereto shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance Agreement in the form attached hereto as Exhibit D (the “Assignment and Acceptance”), and a processing and recordation fee of Three Thousand Five Hundred and No/100 Dollars ($3,500.00) to be paid by the assignee, and (ii) no such assignment or transfer shall be for less than Five Hundred Thousand and No/100 Dollars ($500,000.00). Upon such execution and delivery of the Assignment and Acceptance to Administrative Agent and Administrative Agent’s recording of such assignment in the Register, from and after the date specified as the effective date in the Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have prior to such assignment pursuant to Section 23 of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with will survive) and be released from its obligations under this Agreement and The Regents is legally, contractually, (and, per its policies, able to enter into in the case of an agreement with such assignee Assignment and Acceptance covering all or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes remaining portion of companies) an assigning Lender’s rights and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of obligations under this Agreement, the conditions (i)-(iii) below such Lender shall cease to be timely meta party hereto). Any attempted assignment by Licensee other than or transfer in accordance with violation of this Section will 20(c) shall be null and void. (d) By executing and delivering an Assignment and Acceptance, the assignee thereunder confirms and agrees as follows: (i) Licensee is then other than as provided in good standing such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement and the Other Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the Other Agreements, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any other Obligor or the performance or observance by Borrower or any other Obligor of its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignmentAgreement and the Other Agreements, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents such assignee confirms that it has received a copy of this Agreement and the Other Agreements, together with a written agreement signed copies of the financial statements referred to in Section 9 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon Agent, Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such assignee appoints and authorizes each of Agent and Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent and Administrative Agent by the proposed acquirer or successor entity agreeing terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be bound performed by it as a Lender. (e) Administrative Agent shall, maintain at its address referred to in Section 24 of the Agreement a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of Lenders and the Term Loan Commitment of, and principal amount of the Term Loan owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Agent, Administrative Agent and Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by Borrower, Agent, Administrative Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Term Loan and any promissory notes evidencing the Term Loan are registered obligations and the right, title and interest of any Lender and/or its assignees in and to the Term Loan or promissory notes, as applicable, shall be transferable only upon notation of such transfer in the Register. This Section 20(e) shall be construed so that the Term Loan and any promissory notes evidencing the Term Loan are at all times maintained in “registered form” within the meaning of sections 163(f), 871(h)(2) and 881(c)(2) of the Code and the applicable Treasury Regulations. (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit D hereto, and in accordance with the provisions of this Section 20, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Borrower. Within five (5) Business Days after its receipt of such notice, Borrower shall execute and deliver to Administrative Agent in exchange for the surrendered promissory note or notes, a new promissory note or notes to the order of the assignee in amounts equal to such assignee’s outstanding portion of the Term Loan hereunder and, if the assigning Lender has retained a portion of its Term Loan, a new promissory note or notes to the order of the assigning Lender in an amount equal to the remaining outstanding portion of the Term Loan hereunder of such assigning Lender under the terms of this Agreement. Such new promissory note or notes shall re-evidence the indebtedness outstanding under the old promissory note or notes and shall be in the aggregate principal amount of such surrendered promissory note or notes, as well as assume shall be dated of even date herewith and shall otherwise be in substantially the form of the promissory note or notes subject to such assignment. (g) Each Lender may sell participations (without the consent of Agent, Administrative Agent, Borrower or any other Lender) to one or more parties, in or to all responsibilities (or a portion) of its rights and liabilities that arose obligations under this Agreement prior (including, without limitation, all or a portion of the Term Loan owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the effective date other parties hereto for the performance of such obligations, (iii) Borrower, Agent, Administrative Agent and the proposed assignmentother Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement or any Other Agreement, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay such Lender shall not transfer, grant, assign or sell any participation under which the participant shall have rights to The Regents an assignment fee approve any amendment or waiver of [***] within thirty this Agreement or any Other Agreement and (30v) days after any such assignment. This assignment fee participant shall not be entitled to receive any greater payments under this Agreement or any Other Agreement than such Lender would have been entitled to receive with respect to the rights participated. (h) Each Lender agrees that, without the prior written consent of Borrower and Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or other Liabilities under the securities laws of the United States of America or of any jurisdiction. (i) In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, such Lender may disclose any information in its possession regarding Borrower, provided that any assignee or participant or any potential assignee or participant agrees to follow and be required if bound by the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] confidentiality requirements set forth in the development of Licensed Products prior to the date of such anticipated assignment or transferSection 28 hereof.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) The Borrower shall not have the right to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer delegate this Credit Agreement only or any interest therein except with the prior written consent of the Agent and each Lender. (b) Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an Affiliate of such Lender except to the extent such transfer would result in increased costs to the Borrower. (c) A Lender may, with the consent of the Agent and, prior to the occurrence of an Event of Default, with the consent of the Borrower (which may not be unreasonably withheld), assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Credit Agreement and the Notes; provided that -------- (i) for each such assignment, the parties thereto shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Assumption Agreement, together with the Notes subject to such assignment and a processing and recordation fee of $3,500, (ii) no such assignment shall be for less than $10,000,000 of a Lender's Commitment or, if less, the entire amount of such Lender's Commitment and (iii) any assignment must assign the same percentage of both the Lender's Revolving Commitment and Term Loan Commitment, and (iv) the consent of the Agent and the Borrower shall not be required in connection with an assignment to an Affiliate. Upon execution and delivery of the Assignment and Assumption Agreement to the Agent, from and after the date specified as the effective date in the Assignment and Assumption Agreement, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights (other than any rights it may have pursuant to Section 12.8 hereof which will survive) and be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). (d) By executing and delivering an Assignment and Assumption Agreement, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Assumption Agreement, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the Revolving Notes, the Term Notes, or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other Credit Parties or the performance or observance by the Borrower or any other Credit Parties of any of its obligations under this Credit Agreement or any other instrument or document furnished pursuant hereto, (iii) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the Financial Statements referred to in Section 8.1 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement, (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Credit Agreement are required to be performed by it as a Lender. (e) The RegentsAgent shall maintain at its address referred to in Section 11.5 hereof a copy of each Assignment and Assumption Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Revolving Commitment and Term Loan Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Assumption shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender, together with the Revolving Note or Term Note subject to such assignment, the Agent shall, if such Assignment and Assumption Agreement has been completed and is in substantially the form of Exhibit G hereto, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower shall execute and deliver to the Agent in exchange for the surrendered Revolving Note or Term Note a new Revolving Note and Term Note to the order of the assignee in an amount equal to the Revolving Credit Commitment and Term Loan Commitment assumed by it pursuant to such Assignment and Assumption Agreement and, if the assigning Lender has retained a Revolving Commitment or Term Loan Commitment hereunder, a new Revolving Note and Term Note to the order of the assigning Lender in an amount equal to the Revolving Commitment or Term Loan Commitment retained by it hereunder. Such new Revolving Note or Term Note shall re-evidence the Indebtedness outstanding under the old Revolving Note or Term Note and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Note or Term Note, and shall otherwise be in substantially the form of the Revolving Note or Term Note subject to such assignments. (g) Each Lender may sell participations (without the consent of the Agent, the Borrower or any other Lender) to one or more parties in or to all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Revolving Commitment, Term Loan Commitment, the Loans owing to it and the Revolving Note or Term Note held by it); provided that (i) such -------- Lender's obligations under this Credit Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Revolving Note and Term Note for all purposes of this Credit Agreement, (iv) the Borrower, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Credit Agreement and (v) such Lender shall not transfer, grant, assign or sell any participation under which the participant shall have rights to approve any amendment or waiver of this Credit Agreement except to the extent such amendment or waiver would (A) extend the final maturity date or the date for the payments of any installment of fees or principal or interest of any Loans, or Letter of Credit reimbursement obligations in which such participant is participating, (B) reduce the amount of any installment of principal of the Loans, or Letter of Credit reimbursement obligations in which such participant is participating, (C) reduce the interest rate applicable to the Loans, or Letter of Credit reimbursement obligations in which such participant is participating, or (D) reduce any Fees payable hereunder. (h) Each Lender agrees that, without the prior written consent of The Regents the Borrower and the Agent, it will not be required if make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Revolving Loan, Revolving Note, Term Loan, Term Note, or other obligation under the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all securities laws of the capital stock United States of America or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidjurisdiction. (i) Licensee is then In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, such Lender may disclose any information in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying possession regarding the assignee or transferee entity’s name Borrower and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferSubsidiaries.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Commitment); provided that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is binding upon, a Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required if (x) a Default or an Event of Default shall have occurred (and will inure not been waived by the Lenders in accordance with Section 13.01) or (y) such assignment is required by any Change in Law. The parties to each such assignment shall execute and deliver to the benefit ofAdministrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06, no assignment by any Lender to the Borrower or any of its Affiliates shall be permitted. (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Agents and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of, but with notice to, the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement; ; provided that (iiA) Licensee provides The Regents with written notice such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such assignmentobligations, identifying (C) such Borrower, the assignee or transferee entityAgents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s name rights and contact informationobligations under this Agreement, no later than the earlier of (x) the date such transaction is first publicly announced and (yD) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing each Participant shall have agreed to be bound by all this Section 13.06(c), Section 13.06(d), Section 13.06(e) and Section 13.17. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of the provisions any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as well as assume all responsibilities if it were a Lender and liabilities that arose under had acquired its interest by assignment pursuant to clause (a) of this Agreement prior Section 13.06 (subject to the effective date of requirements and limitations set forth in Section 13.03, including the proposed assignment, as if requirements under Section 13.03(g)); provided that (A) such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay Participant agrees to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior subject to the date of such anticipated assignment or transfer.provisions of

Assignability. 16.1 This Agreement is shall be binding upon, and will shall be enforceable by and inure solely to the benefit of, The Regents, its the parties hereto and their respective successors and permitted assigns. Licensee may assign or transfer ; provided, however, that, neither this Agreement only with nor any of the rights hereunder may be assigned (whether by merger, consolidation, sale or otherwise) by the Company (prior to the Merger I Effective Time) or Parent without the prior written consent of The Regents. The the other party, and any attempted assignment of this Agreement or any of such rights without such consent shall be void and of no effect (except that Parent may assign this Agreement or any such rights to an Affiliate without the prior written consent of The Regents will not be required if the assignment Company (prior to the Merger I Effective Time) or transfer of the Securityholders’ Representative (at or after the Merger I Effective Time)); provided, further, that Parent, Merger Sub I, Merger Sub II, the Merger I Surviving Corporation and the Merger II Surviving Company may assign this Agreement is as a whole without such consent in conjunction connection with a bona fide arms’ length transaction involving a merger the acquisition (whether by merger, consolidation, sale or otherwise) of Parent, Merger Sub I, Merger Sub II, the Merger I Surviving Corporation or the transfer Merger II Surviving Company or of all that part of Parent’s, Merger Sub I’s, Merger Sub II’s, the Merger I Surviving Corporation’s or substantially all of the capital stock or Merger II Surviving Company’s business of Licensee to which this license Agreement relates, so as long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee Parent provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); Company (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of Merger I Effective Time) or the proposed assignment, as if such acquirer Securityholders’ Representative (at or successor entity were after the original Licensee within thirty (30Merger I Effective Time) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferand the assignee thereof agrees in writing to assume and be bound as Parent, Merger Sub I, Merger Sub II, the Merger I Surviving Corporation and the Merger II Surviving Company hereunder.

Assignability. 16.1 This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee (a) Any Lender may assign to any assignee that is not a Competitor (provided that no assignments shall be made to any Loan Party or transfer its Affiliates or to a natural Person) all or a portion of its rights and obligations under this Agreement only with (including all or a portion of the Loan owing to it), without the prior written notice and without prior written consent of The Regentsthe Borrower Representative; provided that no consent of the Borrower Representative shall be required for an assignment by a Lender to any assignee if a Default or Event of Default has occurred and is continuing; provided, further, that the Borrower Representative 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 notice thereof. (b) With respect to any assignment hereunder (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, and shall be in a minimum amount of $5,000,000, and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $2,500. (c) Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). At all times during which the Loans are outstanding, the Administrative Agent shall maintain at its address referred to in Section 10.02 of this Agreement (or such other address of the Administrative Agent notified by the Administrative Agent to the other parties hereto) a register as provided herein (the “Register”). The names and addresses of the Lenders, the Aggregate Loan Principal Balance (and stated interest of the Loans) and any interests therein, and any Assignments and Acceptances of the Aggregate Loan Principal Balance or any interest therein delivered to and accepted by the Administrative Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owner of the Aggregate Loan Principal Balances (and stated interest of the Loans) and any interest therein. Notwithstanding any other provision of this Agreement, no transfer of the Aggregate Loan Principal Balances or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender, as the case may be, under this Agreement for all purposes of this Agreement. This Section 10.03(c) shall be construed so that the Aggregate Loan Principal Balance and any interest therein is maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h) and 881(c) of the Code. Solely for the purposes of this Section 10.03(c), the Administrative Agent will act as a non-fiduciary agent of the Borrowers. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance, the Administrative Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrowers and to the Calculation Agent. (e) Any Lender may, without prior written notice to or prior written consent of The Regents will any Loan Party (except in the case of participations to Approved Participants as described below), sell participations to one or more Persons other than a Competitor (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including its outstanding Loan); provided that following the sale of a participation under this Agreement (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that the Participant shall not be required if have any right to direct the assignment or transfer enforcement of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer other Loan Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) increases the Commitment participated to such Participant, (ii) reduces the amount of principal or Interest that is payable on account of such Lender’s Loan or delays any scheduled date for payment thereof, (iii) reduces any fees payable by the Borrowers to the Administrative Agent (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees, (iv) extends the Maturity Date (other than pursuant to an Extension Term), (v) other than as permitted by this Agreement, releases the security interest in substantially all of the Collateral or releases guarantees of all or substantially all Guarantors or (vi) amends, modifies or waives any provision of the definition of “Majority Lenders” or Section 10.01. The Borrowers acknowledge and agree that any Lender’s source of funds may derive in part from its Participants. Accordingly, references in Section 2.09 or Section 2.10 and the other terms and provisions of this Agreement and the other Loan Documents to determinations, reserve and capital stock adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09, 2.10, 2.11 and 2.12 (subject to the requirements and limitations therein, including the requirements under Section 2.12(f) it being understood that the documentation required under Section 2.12(f) shall be delivered to the participating Lender by the Lender that sold the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.21 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.09, 2.10, 2.11 or business 2.12, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Licensee the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in such Lender’s Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to which this license relatesdisclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, so long as Licensee loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in good standing with registered form under Section 5f.103-1(c) of the United States Treasury Regulations or as necessary for any Borrower, the Administrative Agent or the U.S. Withholding Agent to satisfy its obligations under FATCA. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding the foregoing, the sales of participations to Approved Participants shall be subject to prior written consent (which consent shall not be unreasonably withheld) of the Borrower Representative and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and Administrative Agent; provided that such assignment shall not place no consent of the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below Borrower Representative shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable required under the circumstances set forth in Section 10.03(a). For the avoidance of doubt, it is understood and not prohibited by applicable law or regulation or Licensee’s contractual agreed that no Participant shall have the additional rights and obligations granted to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose each “Approved Participant” under this Agreement prior unless the assignment to such Participant has been approved by the effective date of Borrower Representative and the proposed assignmentAdministrative Agent (and, if applicable, the related assigning Lender has assigned its voting rights to such Participant) as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] further described in the development definition of Licensed Products prior to the date of such anticipated assignment or transfer“Approved Participant”.

Assignability. 16.1 This (a) Each Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding Advances or interests therein owned by it, together with ratable portions of its Individual Lender Maximum Funding Amount); provided that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is binding upon, a Permitted Assignee with respect to such assignor; and (ii) the Borrower’s consent to any such assignment pursuant to this Section 13.06(a) shall not be required (other than with respect to an assignment to a MS Competitor) if (x) a Material Default or an Event of Default shall have occurred and will inure is continuing (and not been waived by the applicable Lenders in accordance with Section 13.01) or (y) such assignment is required by any Change in Law. The parties to each such assignment shall execute and deliver to the benefit ofAdministrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Section 13.03(g). Notwithstanding any other provision of this Section 13.06, no assignment by any Lender to the Borrower or any of its Affiliates shall be permitted. (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Agents and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of (other than with respect to a participation to a MS Competitor), but with notice to, the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement; ; provided that (iiA) Licensee provides The Regents with written notice such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such assignmentobligations, identifying (C) such Borrower, the assignee or transferee entityAgents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s name rights and contact informationobligations under this Agreement, no later than the earlier of (x) the date such transaction is first publicly announced and (yD) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing each Participant shall have agreed to be bound by all this Section 13.06(c), Section 13.06(d), Section 13.06(e) and Section 13.17. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.10, 2.11, and 13.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section 13.06 (subject to the requirements and limitations set forth in Section 13.03, including the requirements under Section 13.03(g) (it being understood that the documentation required under Section 13.03(g) shall be delivered to the participating Lender)); provided that (A) such Participant agrees to be subject to the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, Section 13.03(g) as if such acquirer or successor entity it were the original Licensee within thirty an assignee under clause (30a) days after any such assignment; of this Section 13.06 and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.

Assignability. 16.1 (a) This Agreement is binding uponand the ------------- Issuer's rights and obligations herein (including ownership of the Purchased Interest) shall be assignable, in whole or in part, by the Issuer and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only with assigns with, if a Termination Event has not occurred and is continuing, the prior written consent of the Seller; provided, however, that such consent shall not be unreasonably -------- ------- withheld (it being understood that withholding such consent shall not be unreasonable if the Issuer wants to assign its rights and obligations herein to an assignee which does not issue commercial paper); and provided, further, that no such consent shall be required if the -------- ------- assignment is made to Bank of America, any Alternate Purchaser, any Affiliate of Bank of America or any Alternate Purchaser (other than a director or officer of Bank of America), any Liquidity Purchaser or other Program Support Provider. Each assignor may, in connection with such assignment or potential assignment, disclose to the applicable assignee any information relating to the Seller, Servicer or the Pool Receivables furnished to such assignor by or on behalf of the Seller, Servicer, the Issuer or the Administrator. Without limiting the foregoing, the Issuer may, from time to time in one transaction or a series of transactions, assign all or a portion of the Purchased Interest of the Issuer and its rights and obligations under this Agreement to an SPC Assignee. Upon and to the extent of such assignment to an SPC Assignee, (i) the SPC Assignee shall be the owner of the assigned portion of the Purchased Interest of the Issuer, (ii) Bank of America (or an Affiliate thereof) will act as Administrator for the SPC Assignee as well as for the Issuer, with all corresponding rights and powers, express or implied, granted herein to the Administrator, (iii) the SPC Assignee and its Program Support Providers and other related parties shall have the benefit of all the rights and protections provided to the Issuer and its Program Support Providers and other related parties, respectively, herein and in the other Transaction Documents (including, without limitation, any limitation on recourse against the Issuer or related parties, any agreement not to file or join in the filing of a petition to commence an Insolvency Proceeding against the Issuer, and the right to assign to another SPC Assignee as provided in this paragraph),(iv) the SPC Assignee shall assume all obligations, if any, of the Issuer under and in connection with this Agreement, and the Issuer shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the Issuer (if any) and the SPC Assignee shall be several and not joint, (v) all distribu- tions in respect of Capital of the Issuer or Discount thereon shall be made to the Issuer and the SPC Assignee, on a pro rata basis according to their respective interests (or in the case of Discount, the accrued amounts thereof), (vi) the rate used to calculate such Discount with respect to the portions of the Purchased Interest of the Issuer owned by the SPC Assignee and funded with commercial paper notes issued by the SPC Assignee from time to time shall be determined in the manner set forth in the definition of "CP Rate" on the basis of the discount or interest rates applicable to commercial paper issued by the SPC Assignee (rather than the Issuer), (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrator, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrator may reasonably request to evidence and give effect to the foregoing. (b) The RegentsIssuer may at any time grant to one or more banks or other institutions (each a "Liquidity Purchaser") party to the ------------------- Liquidity Asset Purchase Agreement or to any other Program Support Provider participating interests in the Purchased Interests of the Issuer. In the event of any such grant by the Issuer of a participating interest to a Liquidity Purchaser or other Program Support Provider, the Issuer shall remain responsible for the performance of its obligations hereunder. The Seller agrees that each Liquidity Purchaser or other Program Support Provider shall be entitled to the benefits of Sections 1.7, 1.8 and 1.9 with respect to its participating ------------ --- --- interest. (c) This Agreement and the rights and obligations of the Administrator hereunder shall be assignable, in whole or in part, by the Administrator and its successors and assigns. (d) Except as provided in the Servicing Agreement, neither the Seller nor the Servicer may assign its rights or delegate its obligations hereunder or any interest herein without the prior written consent of The Regents will the Administrator. (e) Without limiting any other rights that may be available under applicable law, the rights of any Securitization Party may be enforced through it or by its agents. (f) A Person (other than Bank of America) shall become a party hereto and shall become an Alternate Purchaser hereunder upon satisfaction of the conditions set forth in Section 4.3(g), acceptance -------------- by the Administrator and recording of an Assignment by the Liquidity Agent in the Register and the occurrence of the effective date of such Alternate Purchaser's Purchaser Commitment (as set forth in such Assignment) and subject to the approval of such Purchaser by the Administrator and the Seller; provided, however, that the Seller's -------- ------- approval shall not be required if unreasonably withheld. (g) Subject to Section 4.3(f), each Alternate Purchaser may -------------- assign to any Eligible Assignee (as defined in the Liquidity Asset Purchase Agreement) all or a portion of its rights and obligations under this Agreement; provided, however that: -------- ------- (i) each such assignment or transfer shall be of a constant, and not a varying, percentage of the aggregate rights and obligations of the assigning Alternate Purchaser under this Agreement is (including, without limitation, its Purchaser Commitment and its Purchased Interest, if any), and must be accompanied by a corresponding assignment under the Liquidity Asset Purchase Agreement in conjunction accordance with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all terms thereof, (ii) the amount of the capital stock or business assigning Alternate Purchaser's Purchaser Commitment being assigned pursuant to such assignment to any one Eligible Assignee shall in no event be less than $5,000,000 and shall be in an integral multiple of Licensee $1,000,000, and, unless such assigning Alternate Purchaser is assigning its entire Purchaser Commitment, such assigning Alternate Purchaser's retained Purchaser Commitment after giving effect to such assignment shall in no event be less than $10,000,000, (iii) the parties to each such assignment shall execute and deliver an Assignment to the Administrator, for its acceptance by the Administrator and recording by the Liquidity Agent in the Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in the Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to this Agreement, have the rights and obligations of an Alternate Purchaser hereunder and (y) the Alternate Purchaser which is the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to this license relatesAgreement, so long as Licensee is relinquish its rights (other than the right to receive payments from the Seller which accrued in good standing with favor of such Alternate Purchaser prior to such assignment) and be released from its obligations under this Agreement and The Regents is legally, contractually, (and, per its policiesif such Assignment provides for an assignment of all such assigning Alternate Purchaser's Purchaser Commitment, able such Alternate Purchaser shall cease to enter into be a party hereto). (h) Upon receipt by the Administrator of an agreement with such Assignment executed by an assigning Alternate Purchaser and by an assignee or transferee who is an Eligible Assignee (as defined in the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companiesLiquidity Asset Purchase Agreement) and provided that such assignment shall not place the Regents satisfaction of the other conditions set forth in a conflict of commitment. 16.2 In any assignment or transfer of this AgreementSections 4.3(f) and (g), the conditions Administrator shall (i)-(iiii) below accept such --------------- --- Assignment, (ii) have the information contained therein recorded by the Liquidity Agent in the Register and (iii) give prompt notice thereof to the Issuer and the Servicer. The assigning Alternate Purchaser shall be timely met. Any attempted pay to the Administrator an assigning fee equal to $2,500 for each assignment by Licensee other than in accordance with this Section will be null and voidhereunder. (i) Licensee is then No Alternate Purchaser may sell any participations in good standing with any portion of its rights and obligations under this Agreement; (ii) Licensee provides The Regents with written notice of , including, without limitation, such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferAlternate Purchaser's Purchaser Commitment.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) Subject to the benefit ofconditions set forth in this Section 12.06, The Regentseach Lender may, with the consent of the Administrative Agent and the Borrower, assign to an assignee all or a portion of its successors rights and assigns. Licensee may assign or transfer obligations under this Agreement only (including all or a portion of its Advances Outstanding or interests therein owned by it); provided that such consent shall be deemed to have been granted by the Borrower if the Borrower shall not have objected in writing within five (5) Business Days of receipt of any such request for consent; and provided, further, that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is a Permitted Assignee with respect to such assignor; (ii) the Borrower’s consent to any such assignment pursuant to this Section 12.06(a) shall not be required if an Event of Default shall have occurred (and not been waived by the Lenders in accordance with Section 12.01); and (iii) notwithstanding anything herein to the contrary, each Lender may make an assignment to any Person without the consent of the Borrower or the Administrative Agent if such Lender makes a reasonable determination that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law (including, without limitation, the V▇▇▇▇▇▇ Rule), provided that each Lender agrees to use commercially reasonable efforts to make any such assignment to a Person that is not a business development company or any other Person that is identified by the Borrower in writing to the Administrative Agent and the Lenders on or before the Closing Date as a direct competitor of the Borrower, the Collateral Manager or any of their Affiliates; provided, however, that no bank or insurance company shall constitute a competitor for purposes of this Section 12.06(a)(iii). The parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Sections 12.03(g) and 12.03(i), together with administrative details for the applicable assignee (if such assignee is not a current Lender). Notwithstanding any other provision of this Section 12.06, (x) no assignment shall be made to any natural person and (y) no assignment by any Lender to the Borrower or any of its Affiliates shall be permitted unless each Lender has been offered the opportunity to participate in any such assignment on a pro rata basis on the same terms. (b) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Administrative Agent and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement;; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 12.06(c), Section 12.06(e), Section 12.09 and Section 12.16. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.09, 2.10, and 12.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section; provided that (x) such Participant agrees to be subject to the provisions of Sections 2.16 and 12.03(g) as if it were an assignee under clause (a) of this Section and (y) no Participant shall be entitled to any amount under Section 2.09, 2.10, or 12.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred. (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”). An Advance may be participated in whole or in part only by registration of such assignmentparticipation on the Participant Register (and each Note, identifying if any, shall expressly so provide). The Participant Register shall be available for inspection by the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment Borrower to the extent practicable necessary for the Borrower to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1 of the circumstances United States Treasury Regulations or for the Borrower or any Agent to satisfy any information reporting requirement with respect to payments made to such Participant. The entries in the Participant Register shall be conclusive absent manifest error, and not prohibited by applicable law or regulation or Licensee’s contractual obligations such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the applicable third party);contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (iiid) provide The Regents with a written agreement signed by Administrative Agent, on behalf of and acting solely for this purpose as the proposed acquirer or successor entity agreeing to be bound by all nonfiduciary agent of the provisions Borrower, shall maintain at its address specified in Section 12.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement, as well as assume all responsibilities Agreement and liabilities that arose each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the aggregate outstanding principal amount of the Advances Outstanding maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents, the Collateral Administrator, the Securities Intermediary and the Lenders shall treat each Person whose name is recorded in the Register as a Lender and the owner of the amounts owing to it under the Facility Documents, as reflected in the Register, for all purposes of the Facility Documents. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide) and compliance with this Section 12.06. (e) Notwithstanding anything to the effective contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances to any Person unless such Person is a Qualified Purchaser and a QIB. (f) Notwithstanding any other provision of this Section 12.06, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the proposed assignment, as if Borrower or the Administrative Agent; provided that no such acquirer pledge or successor entity were the original Licensee within thirty (30) days after grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) No Borrower shall have the right to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only or any interest therein except with the prior written consent of The Regents. The prior written Agent and all Lenders. (b) Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an Affiliate of such Lender except to the extent such transfer would result in increased costs to Borrowers. (c) Each Lender may, with the consent of The Regents will Agent which consent shall not be required if unreasonably withheld, but without the consent of any other Lender or Borrowers, assign to one or more banks or other financial institutions generally involved in extending revolving facilities of the type described herein all or a portion of its rights and obligations under this Agreement and the Other Agreements; provided, that (i) for each such assignment, the parties thereto shall execute and deliver to Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance Agreement in the form attached hereto as EXHIBIT E (the "ASSIGNMENT AND ACCEPTANCE"), and a processing and recordation fee of Five Thousand and No/100 Dollars ($5,000.00) to be paid to Agent by the assignee, and (ii) no such assignment or transfer shall be for less than Ten Million and No/100 Dollars ($10,000,000.00). Upon such execution and delivery of the Assignment and Acceptance to Agent, from and after the date specified as the effective date in the Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to SECTION 23 of this Agreement is which will survive) and be released from its obligations under this Agreement (and, in conjunction with a bona fide arms’ length transaction involving a merger the case of an Assignment and Acceptance covering all or the transfer remaining portion of all an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (d) By executing and delivering an Assignment and Acceptance, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or substantially all warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement and the Other Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the capital stock Other Agreements, (ii) such assigning Lender makes no representation or business warranty and assumes no responsibility with respect to the financial condition of Licensee to which this license relates, so long as Licensee is in good standing with Borrowers or any other Obligor or the performance or observance by any Borrower or any other Obligor of its obligations under this Agreement and The Regents is legallythe Other Agreements, contractually(iii) such assignee confirms that it has received a copy of this Agreement and the Other Agreements, and, per together with copies of the financial statements referred to in SECTION 9 of this Agreement and such other documents and information as it has deemed appropriate to make its policies, able own credit analysis and decision to enter into an agreement such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee or transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (e) Agent shall maintain at its address referred to in SECTION 24 of the Agreement a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of Lenders and the Revolving Loan Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the phrase “policies” understood "REGISTER"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer Lender hereunder for all purposes of this Agreement, the conditions (i)-(iii) below . The Register and copies of each Assignment and Acceptance shall be timely metavailable for inspection by Borrowers, Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of EXHIBIT E hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Borrowers. Any attempted Within five (5) Business Days after its receipt of such notice, Borrowers shall execute and deliver to Agent in exchange for the surrendered promissory note or notes, a new promissory note or notes to the order of the assignee in amounts equal to such assignee's commitments and outstanding Loans hereunder and, if the assigning Lender has retained a portion of the Loans, a new promissory note or notes to the order of the assigning Lender in an amount equal to the remaining commitments and outstanding loans hereunder of such assigning Lender under the terms of this Agreement. Such new promissory note or notes shall re-evidence the indebtedness outstanding under the old promissory note or notes and shall be in the aggregate principal amount of such surrendered promissory note or notes, shall be dated of even date herewith and shall otherwise be in substantially the form of the promissory note or notes subject to such assignment. (g) Each Lender may sell participations (without the consent of Agent, Borrowers or any other Lender) to one or more parties, in or to all (or a portion) of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Loan Commitment or the Loans owing to it); provided, that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Borrowers, Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (iv) such Lender shall not transfer, grant, assign or sell any participation under which the participant shall have rights to approve any amendment or waiver of this Agreement. (h) Each Lender agrees that, without the prior written consent of Borrowers and Agent, it will not make any assignment by Licensee hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or other than in accordance with this Section will be null and voidLiabilities under the securities laws of the United States of America or of any jurisdiction. (i) Licensee is then In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, such Lender may disclose any information in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferpossession regarding Borrowers.

Assignability. 16.1 (a) This Agreement is binding uponand each Conduit Lender's rights and obligations herein (including the outstanding Advances) shall be assignable by such Conduit Lender to an Eligible Assignee; provided, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only with that without the prior written consent of The Regentsthe Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall, in any event not be required if an Event of Default shall have occurred and be continuing) such Conduit Lender shall not assign its obligations under this Agreement to any Person other than to a U.S. Affiliate which is a special purpose entity that issues commercial paper. The Each such assignor shall notify the Program Agent and the Borrower of any such assignment. Each such assignor may, in connection with the assignment or participation, disclose to the assignee or participant any information relating to the Borrower, including the Pledged Collateral, furnished to such assignor by or on behalf of the Borrower or by the Program Agent; provided that, prior written to any such disclosure, the assignee or participant agrees to preserve the confidentiality of any confidential information relating to the Borrower received by it from any of the foregoing entities. Notwithstanding the foregoing, without the consent of The Regents will the Borrower, the Conduit Lenders may, pursuant to the Asset Purchase Agreement or otherwise, sell, assign, transfer and convey all or any portion of the Advances maintained by the Conduit Lenders, together with all rights hereunder and under the Program Documents in respect thereof, to any bank or financial institution which is also a Secondary Lender of such Conduit Lender. (b) Each Secondary Lender may, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall, in any event, not be required if an Event of Default shall have occurred and be continuing), assign to any Eligible Assignee or to any other Secondary Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Secondary Lender Commitment and the outstanding Advances or interests therein owned by it); provided, that the Borrower's consent to any such assignment shall not be required if the assignee is an existing Secondary Lender or a U.S. Affiliate of an existing Secondary Lender. The parties to each such assignment shall execute and deliver to the Program Agent an Assignment and Acceptance. Notwithstanding the foregoing, each Secondary Lender may assign or transfer pledge or grant a security interest in any or all of its rights (including, without limitation, rights to payment of principal and Yield on the Advances) under this Agreement is to any Federal Reserve Bank without notice to or consent of the Borrower. (c) Each Direct Lender may, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall, in conjunction with a bona fide arms’ length transaction involving a merger any event, not be required if an Event of Default shall have occurred and be continuing), assign to any Eligible Assignee or the transfer of to any existing Secondary Lender or Direct Lender all or substantially all a portion of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement (including, without limitation, all or a portion of its Direct Lender Commitment and The Regents is legallythe outstanding Advances or interests therein owned by it); provided, contractually, and, per its policies, able that the Borrower's consent to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that any such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish assignee is an existing Direct Lender, Secondary Lender or a U.S. Affiliate of an existing Direct Lender or Secondary Lender. The parties to each such assignment shall execute and deliver to the Program Agent a Direct Lender Assignment and Acceptance. Notwithstanding the foregoing, each Direct Lender may assign or pledge or grant a security interest in any or all of its rights (including, without limitation, rights to payment of principal and Yield on the Advances) under this Agreement to any Federal Reserve Bank without notice to or consent of the Borrower. (d) The Program Agent may, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall not be required if an Event of Default has occurred and is continuing), assign this Agreement and its rights and obligations hereunder; provided, that the Borrower's consent to any such assignment shall not be required if the assignee is a U.S. Affiliate of the Program Agent. (e) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Program Agent and the Direct Lenders. (f) The Borrower acknowledges and agrees that each Lender's (other than a Conduit Lender), each Secondary Lender's and each Direct Lender's source of funds may derive in part from its participants. Accordingly, references in Sections, 2.07, 2.08, 2.09, 9.03 and 9.04 and the other terms and provisions of this Agreement and the other Program Documents to rates, determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lender, the Secondary Lenders and the Direct Lenders shall be deemed also to include those of each of its participants; provided, that no participant shall be entitled to any amount under any such Sections or provisions, which is greater than the amount the related Lender, Secondary Lender or Direct Lender, as the case may be, would have been entitled to under any such Sections or provisions if the applicable participation had not occurred. (g) The Program Agent shall maintain at its address specified in Section 9.02 or such other address as the Program Agent shall designate in writing to its related Lenders, Secondary Lenders and Direct Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance or Direct Lender Assignment and Acceptance delivered to and accepted by documented evidence that it and a register (the "Register") for the recordation of the names and addresses of such Secondary Lenders, their Secondary Lender Commitments, the Direct Lenders, their Direct Lender Commitments, effective dates and Stated Expiration Dates, and the aggregate outstanding principal amount of the outstanding Advances made by each such Secondary Lender or together with its Sublicensee) has expended more than [***] Direct Lender under this Agreement. The entries in the development Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Program Agent, the Secondary Lenders and the Direct Lenders may treat each Person whose name is recorded in the Register as a Secondary Lender or a Direct Lender, as the case may be, as a Secondary Lender or Direct Lender, as applicable, hereunder for all purposes of Licensed Products this Agreement. The Register shall be available for inspection by the Borrower or any Secondary Lender or any Direct Lender at any reasonable time and from time to time upon reasonable prior to the date of such anticipated assignment or transfernotice.

Assignability. 16.1 (a) This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign shall not be assigned by operation of Law or transfer this Agreement only with otherwise without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially GGP and Spinco, except that each Party may: (i) assign all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents is legallyto any of its Subsidiaries; provided, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that no such assignment shall not place release GGP or Spinco, as the Regents in a conflict of commitment. 16.2 In case may be, from any assignment liability or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations obligation under this Agreement; (ii) Licensee provides The Regents in connection with written notice the divestiture of any Subsidiary or business of Spinco to an acquiror that is not a Competitor of GGP, assign to the acquiror of such assignmentSubsidiary or business its rights and obligations as a recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided, identifying that (i) no such assignment shall release GGP or Spinco, as the assignee case may be, from any liability or transferee entity’s name obligation under this Agreement, (ii) any and contact informationall costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, no later than the earlier of and (xiii) the date such transaction is first publicly announced Parties shall in good faith negotiate any amendments to this Agreement, including the Annexes and (y) the date of consummation of such transaction (it being understood, howeverSchedules to this Agreement, that Licensee will endeavor may be necessary or appropriate in order to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party);assign such Services; and (iii) provide The Regents in connection with the divestiture of any Subsidiary or business of Spinco to an acquiror that is a written agreement signed Competitor of GGP, assign to the acquiror of such Subsidiary or business its rights and obligations as a recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided, that (i) no such assignment shall release GGP or Spinco, as the case may be, from any liability or obligation under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the proposed acquirer assigning Party, (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Annexes and Schedules to this Agreement, that may be necessary or successor entity agreeing appropriate in order to ensure that such assignment will not (x) materially and adversely affect the businesses and operations of each of the Parties and their respective Subsidiaries or (y) create a competitive disadvantage for GGP with respect to an acquiror that is a Competitor of GGP, and (iv) GGP shall not be bound by obligated to provide any such assigned Services to an acquiror that is a Competitor of GGP if the provision of such assigned Services to such acquiror would disrupt the operation of such GGP’s businesses or create a competitive disadvantage for such GGP with respect to such acquiror. (b) In the event of the (i) merger, amalgamation or consolidation of Spinco and another Person, (ii) sale of all or substantially all of the provisions assets of this AgreementSpinco to another Person, (iii) the acquisition of a majority of the voting stock of Spinco by any Person or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as well amended) or (iv) the election of, or appointment to, the board of directors of Spinco of directors constituting a majority of the directors then serving if such elected or appointed directors have not been nominated as assume all responsibilities and liabilities that arose under this Agreement directors by the Nominating Committee of the board of directors prior to their election or appointment, then the effective date requirement of GGP to provide Services hereunder shall automatically terminate without further action by the proposed assignment, as if such acquirer or successor entity were the original Licensee within Parties thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date occurrence of such anticipated assignment or transferevent.

Assignability. 16.1 This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee (a) [Reserved]. (b) Each Bank may assign to any Eligible Assignee or transfer this Agreement only with the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of to any other Bank all or substantially all a portion of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement (including, without limitation, all or a portion of its Bank Commitment and The Regents is legallyany Receivable Interests or interests therein owned by it); provided, contractuallyhowever, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void.that (i) Licensee is then in good standing with its each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (ii) Licensee provides The Regents the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with written notice of respect to such assignment, identifying the assignee or transferee entity’s name and contact information, ) shall in no later event be less than the earlier lesser of (x) $5,000,000 and (y) all of the assigning Bank’s Bank Commitment, provided that all concurrent assignments to Related Funds will be treated as a single assignment for purposes of determining whether such minimum amount has been met; and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement, together with a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such transaction is first publicly announced Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Bank hereunder and (y) the date assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of consummation an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (c) The Agent shall maintain at its address referred to in Section 10.02 of this Agreement a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recordation of (i) the names and addresses of the Banks and (ii) the Bank Commitment of, and aggregate outstanding Capital of Receivable Interests or interests therein owned by, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes regarding the ownership of the Receivable Interests, absent manifest error, and the Seller, the Originators, the Agent and the Banks shall treat each person whose name is recorded in the Register as the owner of a Receivable Interests and as a Bank under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by the Seller or any Bank at any reasonable time and from time to time upon reasonable prior notice. The parties hereto intend that the Register will satisfy the requirement that indebtedness for U.S. federal income tax purposes represented by the Receivable Interests be in "registered form" as such term is used for purposes of portfolio interest under sections 881(c) and 163(f) of the Code and the regulations promulgated thereunder. Upon its receipt of an Assignment and Acceptance Agreement executed by an assigning Bank and an Eligible Assignee, the Agent shall, if such Assignment and Acceptance Agreement has been completed, (i) accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Seller. (d) Notwithstanding any other provision of this Section 10.03, any Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Capital and Yield) under this Agreement (i) to secure obligations of such transaction Bank to a Federal Reserve Bank or (it being understoodii) to any holder or trustee of such Bank's securities, without notice to or consent of the Seller or the Agent; provided that no such pledge or grant of a security interest shall release a Bank from any of its obligations hereunder or substitute any such pledgee or grantee for such Bank as a party hereto. (e) Each Bank may sell participations, to one or more banks or other entities (each such bank or entity, a “Participant”), in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Bank Commitment and the Receivable Interests or interests therein owned by it); provided, however, that (i) such Bank’s obligations under this Agreement (including, without limitation, its Bank Commitment to the Seller hereunder) shall remain unchanged, and (ii) such Bank shall remain solely responsible to the other parties to this Agreement for the performance of such obligations. The Agent, the other Banks, the Seller and the Servicer shall have the right to continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. (f) The rights and obligations of the Agent herein shall be assignable by the Agent and its successors and assigns; provided, however, that Licensee the Agent agrees that it will endeavor not assign such rights and obligations to provide The Regents with prior written notice any Person other than an Affiliate of Citibank unless: (i) in the reasonable judgment of the proposed assignment to Agent, the extent practicable under the circumstances Agent determines that continued service by it (or its Affiliate) as Agent hereunder would be inconsistent with, or otherwise materially disadvantageous under, applicable legal, tax or regulatory restrictions; or (ii) an Event of Termination or Incipient Event of Termination shall have occurred and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party);be continuing; or (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing Seller shall have consented to such assignment (such consent not to be bound by all unreasonably withheld or delayed). (g) The Seller may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the provisions of this Agreement, as well as assume all responsibilities Agent and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfereach Bank.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) Subject to the benefit ofconditions set forth in this Section 12.06, The Regentseach Lender may, with the consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), assign to any Person all or a portion of its successors rights and assigns. Licensee may assign or transfer obligations under this Agreement only (including all or a portion of its Advances Outstanding or interests therein owned by it, together with ratable portions of its Commitment); provided that: (i) the prior written Administrative Agent’s consent of The Regents. The prior written consent of The Regents will to any such assignment shall not be required if the assignment assignee is a Lender or transfer any of this Agreement is in conjunction its Affiliates with a bona fide arms’ length transaction involving a merger or prior written notice by such assigning Lender to the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this AgreementAdministrative Agent; (ii) Licensee provides The Regents with written notice the Borrower’s consent to any such assignment pursuant to this Section 12.06(a) shall not be required if (A) an Event of such assignmentDefault shall have occurred and be continuing, identifying (B) the assignee or transferee entity’s name and contact information, no later than the earlier of is (x) a Lender or any of its Affiliates; provided that the date Borrower shall be deemed to have consented to any such transaction is first publicly announced and (y) the date of consummation of such transaction (assignment unless it being understood, however, that Licensee will endeavor to provide The Regents with prior shall object thereto by written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party)Administrative Agent within ten (10) Business Days after having received notice thereof; (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior notwithstanding anything herein to the effective date of contrary, each Lender may make an assignment to any Person with notice to, but without the proposed assignmentconsent of, as the Administrative Agent or the Borrower if such acquirer Lender makes a reasonable determination that its ownership of any of its rights or successor entity were the original Licensee within thirty (30) days after any such assignmentobligations hereunder is prohibited by Applicable Law; and (iv) pay for Assignments, including to The Regents an assignment other Lenders or their Affiliates, a transfer fee of [***] within thirty $3,500 shall be paid to ING. The parties to each such assignment shall execute and deliver to the Administrative Agent (30with a copy to the Collateral Agent) days an Assignment and Acceptance and the applicable tax forms required by Sections 12.03(f), together with administrative details for the applicable assignee (if such assignee is not a current Lender or an Affiliate of ING Capital LLC). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.06(d), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement, and to the extent of the interest assigned by such assigning Lender, have the rights and obligations of a Lender under this Agreement. Notwithstanding any other provision of this Section 12.06, (x) no assignment may be made to the Borrower, the Servicer, the Equityholder or any of their respective Affiliates and (y) no assignment shall be made to any Defaulting Lender, a natural person or any Person that, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y). (b) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent and the Lenders. (c) Any Lender may sell participations to Participants in all or a portion of such Lender’s rights and obligations under this Agreement and the other Facility Documents (including all or a portion of its Commitments and the Advances owing to it); provided that (A) such Lender’s obligations under this Agreement and the other Facility Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Agents, the Collateral Administrator, the Custodian and the Securities Intermediary and the other Lenders shall continue to deal solely and directly with such Lender in connection with such ▇▇▇▇▇▇’s rights and obligations under this Agreement and the other Facility Documents, and (D) each Participant shall have agreed to be bound by this Section 12.06(c), Section 12.06(e), Section 12.09 and Section 12.16. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Facility Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Facility Documents. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09 and 12.03 (subject to the requirements and limitations therein, including the requirements under Section 12.03(f) (it being understood that the documentation required under Section 12.03(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment under clause (a) of this Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 2.09 or 12.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20 with respect to any Participant. (d) In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such ▇▇▇▇▇▇ as non-fiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”). An Advance may be participated in whole or in part only by registration of such participation on the Participant Register (and each Note, if any, shall expressly so provide). No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any rights and obligations hereunder) to any Person except to the extent necessary to establish that such rights and obligations are in registered form under Section 5f.103-1 of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) The Administrative Agent, on behalf of and acting solely for this purpose as the non-fiduciary agent of the Borrower, shall maintain at its address specified in Section 12.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement, each signature page hereto, each Assignment and Acceptance delivered to and accepted by it, and a register (the “Register”) for the recordation of the names, addresses and wiring instructions of the Lenders and the aggregate outstanding principal amount of the Advances Outstanding maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Agents, the Collateral Administrator, the Custodian, the Securities Intermediary and the Lenders shall treat each Person whose name is recorded in the Register as a Lender and the owner of the amounts owing to it under the Facility Documents as reflected in the Register for all purposes of the Facility Documents. The Register shall be available for inspection by the Borrower, the Servicer, the Collateral Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note with respect to the Advances, if any, shall expressly so provide) and compliance with this Section 12.06. (f) Notwithstanding anything to the contrary set forth herein or in any other Facility Document and each Lender hereunder, and each Participant, must at all times be an “accredited investor” as defined in paragraphs (1), (2), (3), and (7) of Rule 501(a) under the Securities Act (an “Accredited Investor”) and a “qualified purchaser” as defined in the Investment Company Act (a “Qualified Purchaser”). Each Lender severally represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is an Accredited Investor and a Qualified Purchaser. (g) Notwithstanding any other provision of this Section 12.06, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (pledgee or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of grantee for such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 (a) This Agreement and the Investors' rights and obligations herein (including ownership of each Receivable Interest) shall be assignable by the Investors and their successors and assigns (including, without limitation, pursuant to an Asset Purchase Agreement) with the Seller's consent, which shall not be unreasonably withheld or delayed, PROVIDED, that the Seller's consent shall not be required (i) if the assignment shall be to an Eligible Assignee, unless, as a direct result thereof, the Seller would incur obligations to make payments pursuant to Section 2.08 or 2.10 which are in excess of any such obligations then payable by the Seller to the assigning party, or (ii) if there shall have occurred and be continuing an Event of Termination or an Incipient Bankruptcy Event of Termination. Each assignor of a Receivable Interest or any interest therein shall notify the Program Agent, its Investor Agent and the Seller of any such assignment. Each assignor of a Receivable Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to the Seller, the Parent or any other Originator, including the Receivables, furnished to such assignor by or on behalf of the Seller, the Parent, any other Originator or by the Program Agent; provided that, prior to any such disclosure, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is binding uponconfidential in accordance with the provisions of Section 11.06 hereof. (b) Each Bank may assign to any Eligible Assignee or to any other Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Bank Commitment and any Receivable Interests or interests therein owned by it); PROVIDED, HOWEVER, that (i) each such assignment shall be of a constant, and will inure not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) all of the assigning Bank's Bank Commitment, (iii) the parties to each such assignment shall execute and deliver to the benefit Program Agent (with a copy to the assignor's Investor Agent), for its acceptance and recording in the Register, an Assignment and Acceptance Agreement, together with a processing and recordation fee of $2,500, and (iv) concurrently with such assignment, such assignor Bank shall assign to such assignee Bank or other Eligible Assignee an equal percentage of its rights and obligations under its Asset Purchase Agreement (or, if such assignor Bank is Citibank, it shall arrange for such assignee Bank or other Eligible Assignee to become a party to its Asset Purchase Agreement for a maximum Capital amount equal to the assignee's Bank Commitment). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Bank hereunder and (y) the assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (c) The Program Agent shall maintain at its address referred to in Section 11.02 of this Agreement a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Bank Commitment of, and aggregate outstanding Capital of Receivable Interests or interests therein owned by, each Bank from time to time (the "REGISTER"). The Regentsentries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Seller, the Originators, the Program Agent, the Investor Agents, the Investors and the Banks may treat each person whose name is recorded in the Register as a Bank under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by the Seller or any Bank at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment and Acceptance Agreement executed by an assigning Bank and an Eligible Assignee, the Program Agent shall, if such Assignment and Acceptance Agreement has been completed, (i) accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Seller. (d) In addition to assignments pursuant to Section 11.03(b), each Bank or any of its Affiliates may assign any of its rights (including, without limitation, rights to payment of Capital and Yield) under this Agreement to any Federal Reserve Bank without notice to or consent of the Seller or the Program Agent. (e) Each Bank may sell participations, to one or more banks or other entities which are Eligible Assignees, in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Bank Commitment and the Receivable Interests or interests therein owned by it); PROVIDED, HOWEVER, that (i) such Bank's obligations under this Agreement (including, without limitation, its Bank Commitment to the Seller hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties to this Agreement for the performance of such obligations, and (iii) concurrently with such participation, the selling Bank shall sell to such bank or other entity a participation in an equal percentage of its rights and obligations under its Asset Purchase Agreement. The Agent, the other Banks and the Seller shall have the right to continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. (f) This Agreement and the rights and obligations of the Program Agent herein shall be assignable by the Program Agent and its successors and assigns. Licensee . (g) The Seller may not assign its rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written the Program Agent and each Investor Agent. (h) CAFCO may, without the consent of The Regents will not be required if the assignment Seller, sell participations to one or transfer of this Agreement is more banks or other entities (each, a "PARTICIPANT") in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all a portion of its rights and obligations hereunder (including the capital stock or business outstanding Receivable Interests); PROVIDED that following the sale of Licensee to which this license relates, so long as Licensee is in good standing with its obligations a participation under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then the obligations of CAFCO shall remain unchanged, (ii) CAFCO shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Seller, the Agent, and the Banks shall continue to deal solely and directly with CAFCO in good standing connection with its CAFCO's rights and obligations under this Agreement; . Any agreement or instrument pursuant to which CAFCO sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the other Transaction Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Transaction Documents; PROVIDED that such agreement or instrument may provide that CAFCO will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of Capital or Yield that is payable on account of any Receivable Interest or delays any 70 scheduled date for payment thereof or (ii) Licensee provides The Regents with written notice of such assignment, identifying reduces any fees payable by the assignee Seller to the Program Agent or transferee entity’s name and contact information, no later than the earlier of CAFCO's Investor Agent (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations relating to payments to the applicable third party); (iiiParticipant) provide or delays any scheduled date for payment of such fees. The Regents with a written agreement signed Seller acknowledges and agrees that CAFCO's source of funds may derive in part from its Participants. Accordingly, references in Sections 2.08, 2.09, 2.10, 6.07, 9.01 and 11.04 and the other terms and provisions of this Agreement and the other Transaction Documents to determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to CAFCO shall be deemed also to include those of its Participants; PROVIDED that the Seller shall not be required to pay higher costs, expenses and indemnification amounts pursuant to this sentence than would be required to be paid by the proposed acquirer Seller in the absence of the sale of any participation by CAFCO to a Participant as contemplated by this Section 11.03(h). CAFCO or successor entity agreeing the Agent may, in connection with any such participation, disclose to be bound Participants and potential Participants any information relating to the Seller, the Parent or the other Originators, including the Receivables, furnished to CAFCO or the Agent by all or on behalf of the Seller; PROVIDED that, prior to any such disclosure, such Participant or potential Participant agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose Section 11.06 hereof. Any interest sold by CAFCO to a Bank or its designee under this its Asset Purchase Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will shall not be required if considered a participation for the Licensee can establish by documented evidence that it purpose of this Section 11.03(h) (and the Bank or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferdesignee shall not be considered a Participant as a result thereof).

Assignability. 16.1 (a) This Agreement is binding uponand the Issuer’s rights and obligations herein (including ownership of the Purchased Interest or an interest therein) shall be assignable, in whole or in part, by the Issuer and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only assigns with the prior written consent of The Regents. The prior written the Seller; provided, however, that such consent of The Regents will shall not be unreasonably withheld; and provided further, that no such consent shall be required if the assignment is made to any Affiliate of PNC (other than a director or transfer officer of this Agreement PNC) or any Person that is administered by PNC or any Affiliate of PNC. Each assignor may, in conjunction connection with a bona fide arms’ length transaction involving a merger the assignment, disclose to the applicable assignee (that shall have agreed to be bound by Section 5.6) any information relating to the Servicer, the Seller or the transfer of all Pool Receivables furnished to such assignor by or substantially all on behalf of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this AgreementServicer, the conditions (i)-(iii) below Seller, the Issuer or the Administrator. The Administrator shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with give prior written notice of any assignment of the proposed Issuer’s rights and obligations (including ownership of the Purchased Interest to any Person). (b) [Reserved]. (c) This Agreement and the rights and obligations of the Administrator hereunder shall be assignable, in whole or in part, by the Administrator and its successors and assigns; provided, that unless: (i) such assignment is to an Affiliate of PNC, (ii) it becomes unlawful for PNC to serve as the Administrator or (iii) a Termination Event exists, the Seller has consented to such assignment, which consent shall not be unreasonably withheld. (d) Except as provided in Section 4.1(d), none of the Seller, UGI or the Servicer may assign its rights or delegate its obligations hereunder or any interest herein without the prior written consent of the Administrator. (e) Without limiting any other rights that may be available under applicable law, the rights of the Issuer may be enforced through it or by its agents. (f) Each of (A) the Issuer, (B) its successors and assigns and (C) any assignee under Section 5.3(a) that, in each case, is not a United States Person (as such term is defined in Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended) for United States federal tax purposes shall deliver to the Seller, with a copy to the Servicer, a United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor form) properly completed and certifying in each case that the party delivering such form is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes with respect to amounts derived, directly or indirectly, in connection with this Agreement. The Issuer, if required to deliver such form, shall deliver such form on the Closing Date. A party described in the foregoing clauses (B) or (C) shall deliver such form concurrently with such party becoming described in any of such clauses. Each party obligated to deliver a form under the first sentence of this Section 5.3(f) shall, to the extent practicable permitted by law, further deliver to the Seller, with a copy to the Servicer, a United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor form) on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by such party to the Seller, properly completed and certifying in each case that the party delivering such form is entitled to a complete exemption from withholding or deduction for or on account of any United States federal income taxes with respect to amounts derived, directly or indirectly, in connection with this Agreement. The Seller shall not be required to pay to or on behalf of any party described in the foregoing clauses (A) through (C) any additional amount under Section 1.8 or Section 3.1 attributable to any tax, duty, levy or other charge of any kind whatsoever imposed upon or required to be withheld or deducted from payments to any such party if such party shall have failed to satisfy the circumstances and not prohibited by applicable requirements of this Section 5.3(f); provided that nothing in this Section 5.3(f) shall relieve the Seller of any obligation to pay additional amounts under Section 1.8 or Section 3.1 if, as a result of a change in treaty, law or regulation or Licensee’s contractual obligations the interpretation or application thereof, adopted, issued or occurring after the satisfaction by such party of such requirements, such party is no longer properly entitled to the applicable third party); deliver Form W-8BEN or Form W-8ECI (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing forms) certifying that such party is entitled to be bound by all a complete exemption from withholding or deduction for or on account of the provisions of any United States federal income taxes with respect to amounts derived, directly or indirectly, in connection with this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.

Assignability. 16.1 This Agreement is binding upon(a) Any Conduit Lender may (i) with notice to the Borrower and the Servicer, and will inure with the consent of the Managing Agent for the Lender Group of which it is a member, assign at any time all or any 111 portion of its rights and obligations hereunder and interests herein to (A) any other Lender, (B) any commercial paper conduit managed by such Conduit Lender’s sponsor or administrator bank if the Commercial Paper of such commercial paper conduit have short-term ratings from S&P and ▇▇▇▇▇’▇ that are equivalent to or higher than the short-term ratings by S&P and ▇▇▇▇▇’▇ of the Commercial Paper of such Conduit Lender, (C) any Affiliate of such Conduit Lender’s sponsor bank or (D) any Liquidity Provider with respect to such Conduit Lender and (ii) with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) and the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any other Person not listed in clause (i) above. Any Managing Agent may, with notice to the benefit ofBorrower, The Regentsand with the consent of the Lenders in its Lender Group, assign at any time all or any portion of its successors rights and assigns. Licensee may obligations hereunder and interests herein to any Affiliate of such Managing Agent. (b) Any Committed Lender may, with the consent of the Administrative Agent and, if no Event of Default is continuing, the Borrower (such consent not to be unreasonably withheld or delayed) assign at any time all or transfer any portion of its rights and obligations hereunder and interests herein to any Person; provided, however, that notwithstanding the foregoing, no consent of the Borrower shall be required for any assignment is to a Lender or an Affiliate of a Lender other than a Conduit Lender. (c) With respect to any assignment hereunder (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $2,500. (d) Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement only and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). At all times during which any Loan is outstanding, the Administrative Agent shall maintain at its address referred to in Section 10.02 of this Agreement (or such other address of the Administrative Agent notified by the Administrative Agent to the other parties hereto) a register as provided herein (the “Register”). The Aggregate Loan Principal Balance (including stated interest) and any interests therein, and any Assignments and Acceptances of the Aggregate Loan Principal Balance or any interest therein delivered to and accepted by the Administrative Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owner of the Aggregate Loan Principal Balances and any interest therein. Notwithstanding any other provision of this Agreement, no transfer of the Aggregate Loan Principal Balances or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Administrative Agent, the Managing Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender, as the case may be, under this Agreement for all purposes of this Agreement. This Section 10.03(d) shall be construed so that the Aggregate Loan Principal Balance and any interest therein is maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h) and 881(c) of the Code, solely for the purposes of this Section 10.03, the Administrative Agent will act as an agent of the Borrower. The Register shall be available for inspection by the Borrower or any Managing Agent at any reasonable time and from time to time upon reasonable prior notice. 112 (e) Upon its receipt of an Assignment and Acceptance, the Administrative Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (f) Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loan); provided that following the sale of a participation under this Agreement (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Servicer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the other Facility Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Facility Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of principal or Interest that is payable on account of any Loan or delays any scheduled date for payment thereof or (ii) reduces any fees payable by the Borrower to the Administrative Agent (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees. The Borrower acknowledges and agrees that any ▇▇▇▇▇▇’s source of funds may derive in part from its Participants. Accordingly, references in Sections 2.09 or 2.10 and the other terms and provisions of this Agreement and the other Facility Documents to determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants; provided, however, that in no event shall the Borrower be liable to any Participant under Sections 2.09 or 2.10 for an amount in excess of that which would be payable to the applicable Lender under such sections. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the aggregate principal balance (including stated interest) of each Participant’s interest in the Loans or other obligations under the Facility Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or other information relating to the Participant’s interest in any Commitments or Loans) except to the extent that such disclosure is necessary to establish that such Commitment or Loan is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive and binding for all purposes, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (g) The Borrower may not assign any of its rights or obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer Administrative Agent and all the Managing Agents. (h) Notwithstanding any other provision of this Agreement is to the contrary, any Lender may at any time pledge or grant a security interest in conjunction all or any portion of its rights (including rights to payment of the principal balance of the Loans and Interest with respect thereto) hereunder to secure obligations of such Lender to a bona fide arms’ length transaction involving a merger Federal Reserve Bank, without notice to or consent of the Borrower or the transfer Administrative Agent; provided, that no such pledge or grant of all a security interest shall (x) release a Lender from any of its obligations hereunder or substantially all substitute any such pledgee or grantee for such Lender as a party hereto or (y) create any additional, or modify any existing, obligations of the capital stock Seller, the Borrower or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations the Servicer under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitmentany other Facility Document. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.

Assignability. 16.1 This Agreement is binding upon, The rights and will inure to obligations of the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer parties under this Agreement only with and under any Transaction shall not be assigned by Seller without the prior written consent of The RegentsBuyer. The prior written Buyer may from time to time, with the consent of The Regents will not be required if Seller prior to the assignment or transfer occurrence of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer an Event of Default, assign all or substantially all a portion of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Agreement and The Regents is legallythe Program Documents to any party, contractuallyincluding, andwithout limitation, per any affiliate of Buyer, pursuant to an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; provided, however, the consent of Seller shall not be required after the occurrence of an Event of Default. Upon such assignment, (a) such assignee shall be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its policiesobligations hereunder and under the Program Documents. Subject to the foregoing, able this Agreement and any Transactions shall be binding upon and shall inure to enter into an agreement the benefit of the parties and their respective successors and assigns. Nothing in this Agreement express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller. Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement; provided, however, that (i) Buyer’s obligations under this Agreement shall remain unchanged, (ii) Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Documents except as provided in Section 7. Subject to Section 31, Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 18, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to Seller or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to Buyer by or on behalf of Seller or any of its Subsidiaries; provided that such assignee or transferee (participant agrees to hold such information subject to the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes confidentiality provisions of companies) this Agreement. In the event Buyer assigns all or a portion of its rights and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of obligations under this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then parties hereto agree to negotiate in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor faith an amendment to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay add agency provisions similar to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] those included in the development of Licensed Products prior to the date of such anticipated assignment or transferagreements for similar syndicated repurchase facilities.

Assignability. 16.1 This Agreement is binding upon(a) Any Conduit Lender may, (i) with notice to the Borrower and the Servicer, and will inure with the consent of the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to (A) any other Lender, (B) any commercial paper conduit managed by such Conduit Lender’s sponsor or administrator bank if the Commercial Paper of such commercial paper conduit have short-term ratings from S&P and ▇▇▇▇▇’▇ that are equivalent to or higher than the short-term ratings by S&P and ▇▇▇▇▇’▇ of the Commercial Paper of such Conduit Lender, (C) any Affiliate of such Conduit Lender’s sponsor bank or (D) any Liquidity Provider with respect to such Conduit Lender and (ii) with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any other Person not listed in clause (i) above. Any Managing Agent may, with notice to the benefit ofBorrower and the Servicer, and with the consent of the Lenders in its Lender Group, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Affiliate of such Managing Agent. (b) Any Committed Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and with the consent of the Managing Agent for the Lender Group of which it is a member, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person; provided, however, that the consent of the Borrower shall not be required in connection with any assignment by a Committed Lender (i) after the occurrence and during the continuance of an Event of Termination or (ii) to any other Lender. (c) With respect to any assignment hereunder (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, and (iii) the parties to each such assignment shall execute and deliver to the Program Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $2,500. (d) Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). At all times during which any Loan is outstanding, the Program Agent shall maintain at its address referred to in Section 10.02 of this Agreement (or such other address of the Program Agent notified by the Program Agent to the other parties hereto) a register as provided herein (the “Register”). The RegentsOutstanding Loan Amount and any interests therein, and any Assignments and Acceptances of the Outstanding Loan Amount or any interest therein delivered to and accepted by the Program Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owner of the Outstanding Loan Amounts and any interest therein. Notwithstanding any other provision of this Agreement, no transfer of the Outstanding Loan Amounts or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Program Agent, the Managing Agents and the Lenders may treat each Person whose name is recorded in the Register as a Lender, as the case may be, under this Agreement for all purposes of this Agreement. This Section 10.03(d) shall be construed so that the Outstanding Loan Amount and any interest therein is maintained at all times in “registered form” within the meaning of Sections 163(f), 871(h) and 881(c) of the IRC, solely for the purposes of this Section 10.03, the Program Agent will act as an agent of the Borrower. The Register shall be available for inspection by the Borrower or any Managing Agent at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its successors receipt of an Assignment and assignsAcceptance, the Program Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (f) Any Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loan); provided that following the sale of a participation under this Agreement (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Program Agent, the Servicer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Licensee Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the other Facility Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Facility Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of principal or Interest that is payable on account of any Loan or delays any scheduled date for payment thereof or (ii) reduces any fees payable by the Borrower to the Program Agent (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees. The Borrower acknowledges and agrees that any Lender’s source of funds may derive in part from its Participants. Accordingly, references in Sections 2.12 or 2.14 and the other terms and provisions of this Agreement and the other Facility Documents to determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall be deemed also to include those of its Participants; provided, however, that in no event shall the Borrower be liable to any Participant under Sections 2.12 or 2.14 for an amount in excess of that which would be payable to the applicable Lender under such sections. (g) Neither the Borrower nor the Servicer may assign any of its rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer Program Agent and the Majority Managing Agents. (h) Notwithstanding any other provision of this Agreement is to the contrary, any Lender may at any time pledge or grant a security interest in conjunction all or any portion of its rights (including, without limitation, rights to payment of the principal balance of the Loans and Interest with respect thereto) hereunder to secure obligations of such Lender to a bona fide arms’ length transaction involving a merger Federal Reserve Bank, without notice to or consent of the Borrower or the transfer Program Agent; provided, that no such pledge or grant of all or substantially all a security interest shall release a Lender from any of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee hereunder or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This (a) Subject to the conditions set forth in this Section 12.06, each Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and the Administrative Agent, assign to any Person all or a portion of its rights and obligations under this Agreement (including all or a portion of its Advances Outstanding or interests therein owned by it, together with ratable portions of its Commitment); provided that such consent shall be deemed to have been granted by the Borrower if the Borrower shall not have objected in writing within five (5) Business Days of receipt of any such request for consent; provided, further, that: (i) neither the Borrower’s nor the Administrative Agent’s consent to any such assignment shall be required if the assignee is binding upon(A) a Lender or any of its Affiliates or (B) managed by a Lender or any of its Affiliates; (ii) the Borrower’s consent to any such assignment pursuant to this Section 12.06(a) shall not be required if an Event of Default shall have occurred and be continuing; provided that in no event shall an assignment be made to a Competitor without the Borrower’s prior written consent unless an Event of Default arising pursuant to clause (a), clause (b) or clause (h) of Section 6.01 shall have occurred and be continuing; and (iii) notwithstanding anything herein to the contrary, each Lender may make an assignment to any Person (other than a Competitor) with notice to, but without the consent of, the Borrower or the Administrative Agent if such Lender makes a reasonable determination that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law. The parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Sections 12.03(f), together with administrative details for the applicable assignee (if such assignee is not a current Lender or an Affiliate of Citibank, N.A.). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.06(d), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement, and will inure to the benefit ofextent of the interest USActive 55502425.1255502425.13 assigned by such assigning Lender, have the rights and obligations of a Lender under this Agreement. Notwithstanding any other provision of this Section 12.06, (x) no assignment may be made to the Borrower, the Collateral Manager, the Equityholder or any of their respective Affiliates and (y) no assignment shall be made to any Defaulting Lender, a natural person or any Person that, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y). (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written the Administrative Agent and the Lenders. (c) Any Lender may, with the consent of The Regents will the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) to the extent such consent is required if the for an assignment or transfer of this Agreement is under Section 12.06(a), sell participations to Participants in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all a portion of the capital stock or business of Licensee to which such Lender’s rights and obligations under this license relates, so long as Licensee is in good standing with its Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Agents, the Collateral Administrator, the Custodian and The Regents is legally, contractually, and, per its policies, able the Securities Intermediary and the other Lenders shall continue to enter into an agreement deal solely and directly with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) Lender in connection with such Lender’s rights and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (yD) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing each Participant shall have agreed to be bound by all this Section 12.06(c), Section 12.06(e), Section 12.09 and Section 12.16. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09 and 12.03 (subject to the requirements and limitations therein, including the requirements under Section 12.03(f) (it being understood that the documentation required under Section 12.03(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment under clause (a) of this Section; provided that such Participant shall not be entitled to receive any greater payment under Sections 2.09 or 12.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior Section 2.20 with respect to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferParticipant.

Assignability. 16.1 This (a) Subject to the conditions set forth in this Section 12.06, each Lender may, with the consent of the Administrative Agent and the Borrower, assign to any Person all or a portion of its rights and obligations under this Agreement (including all or a portion of its Advances Outstanding or interests therein owned by it, together with ratable portions of its Commitment); provided that such consent shall be deemed to have been granted by the Borrower if the Borrower shall not have objected in writing within ten (10) Business Days of receipt of any such request for consent; and provided, further, that: (i) each of the Borrower’s and the Administrative Agent’s consent to any such assignment (A) shall not be unreasonably withheld or delayed and (B) shall not be required if the assignee is binding upon(1) a Lender or any of its Affiliates or (2) managed by a Lender or any of its Affiliates; (ii) notwithstanding anything herein to the contrary, each Lender may make an assignment to any Person without the consent of the Borrower or the Administrative Agent if such Lender makes a reasonable determination that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law (including, without limitation, the ▇▇▇▇▇▇▇ Rule); and (iii) the Borrower’s consent to any such assignment pursuant to this Section 12.06(a) shall not be required if an Event of Default shall have occurred and be continuing. The parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Sections 12.03(f) and 12.03(h), together with administrative details for the applicable assignee (if such assignee is not a current Lender or an Affiliate of Citibank, N.A.). Notwithstanding any other provision of this Section 12.06, (x) no assignment by any Lender to the Borrower or any of its Affiliates shall be permitted, and will inure (y) no assignment shall be made to any Defaulting Lender, a natural person or any Person that, upon becoming a Lender hereunder, would constitute any of the benefit of, foregoing Persons described in this clause (y). (b) The Regents, Borrower may not assign its successors and assigns. Licensee may assign rights or transfer this Agreement only with obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Administrative Agent and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may, without the consent of the Borrower, sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement;; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Agents, the Collateral Administrator, the Custodian and the Securities Intermediary and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 12.06(c), Section 12.06(e), Section 12.09 and Section 12.16. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any Fundamental Amendment. Sections 2.09, 2.10, and 12.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to clause (a) of this Section; provided that (x) such Participant agrees to be subject to the provisions of Sections 2.16, 12.03(f) and 12.03(h) as if it were an assignee under clause (a) of this Section and (y) no Participant shall be entitled to any amount under Section 2.09, 2.10, or 12.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred. (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”). An Advance may be participated in whole or in part only by registration of such assignmentparticipation on the Participant Register (and each Note, identifying if any, shall expressly so provide). The Participant Register shall be available for inspection by the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment Borrower to the extent practicable necessary for the Borrower to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1 of the circumstances United States Treasury Regulations or for the Borrower, any Agent, the Collateral Administrator, the Custodian or the Securities Intermediary to satisfy any information reporting requirement with respect to payments made to such Participant. The entries in the Participant Register shall be conclusive absent manifest error, and not prohibited by applicable law or regulation or Licensee’s contractual obligations such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the applicable third party);contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (iiid) provide The Regents with a written agreement signed by Administrative Agent, on behalf of and acting solely for this purpose as the proposed acquirer or successor entity agreeing to be bound by all nonfiduciary agent of the provisions Borrower, shall maintain at its address specified in Section 12.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names, addresses and wiring instructions of the Lenders and the aggregate outstanding principal amount of the Advances Outstanding maintained by each Lender under this Agreement (and any stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents, the Collateral Administrator, the Custodian, the Securities Intermediary and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Collateral Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note, if any, shall expressly so provide) and compliance with this Section 12.06. (e) Notwithstanding anything to the contrary set forth herein or in any other Facility Document, each Lender hereunder, and each Participant, must at all times be a “qualified purchaser” as well defined in the Investment Company Act (a “Qualified Purchaser”) and a “qualified institutional buyer” as assume defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances or its Commitment to any Person unless such Person is a Qualified Purchaser and a QIB. (f) Notwithstanding any other provision of this Section 12.06, any Lender may at any time pledge or grant a security interest in all responsibilities or any portion of its rights (including rights to payment of principal and liabilities that arose interest) under this Agreement prior to the effective date secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the proposed assignment, as if Borrower or the Administrative Agent; provided that no such acquirer pledge or successor entity were the original Licensee within thirty (30) days after grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 This (a) The Borrower shall not have the right to assign this Credit Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only any interest therein except with the prior written consent of the Lenders. No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (c) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (g) of this Section or (iii) by way of pledge or assignment of a scrutiny interest in accordance with paragraph (b) of this Section. (b) Notwithstanding subsection (c) of this Section 14.5, nothing herein shall restrict, prevent or prohibit any Lender from (i) pledging or assigning a security interest in all or any portion of its rights under this Credit Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or (ii) granting assignments or participations in such Lender’s Loans and/or Commitments hereunder to any Approved Assignee. Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in increased costs to the Borrower. (c) Any Lender may, in the ordinary course of its lending business and in accordance with Applicable Law, at any time, assign to any Approved Assignee and, with the consent of the Agent and, so long as no Event of Default has occurred or is continuing, the Borrower (such consent not to be unreasonably withheld or delayed) and concurrent notice to the Borrower, but without the consent of any other Lender, assign to one or more other Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement and any Notes held by it; provided, however, that (i) the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered to the Borrower by the assigning Lender (through the Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day, (ii) any such assignment of a portion of Revolving Loans and Revolving Credit Commitments must be for a constant and non varying portion of its Revolving Loans and Revolving Credit Commitments, (iii) for each such assignment, the parties thereto shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Assumption, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to be paid by the assignee, (iv) no such assignment shall be for less than $4,000,000 or, if less, the entire remaining Revolving Credit Commitments of such Lender of the Revolving Credit Commitments (or, with respect to Swing Loans, 100% thereof and of the commitment (if any) to make Swing Loans), (v) the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (vi) if such assignee is a Foreign Lender, all of the requirements of Section 2.6(b) shall have been satisfied as a condition to such assignment; and provided, further, that any assignment to an Approved Assignee shall not be subject to the minimum assignment amounts specified herein. Upon such execution and delivery of the Assignment and Assumption to the Agent, from and after the Acceptance Date, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (other than any rights it may have pursuant to Section 14.7 which will survive) and be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). (d) By executing and delivering an Assignment and Assumption, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Assumption, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the Notes or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Credit Parties or the performance or observance by the Credit Parties of any of its obligations under this Credit Agreement or any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, (iii) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the financial statements referred to in Section 7.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption, (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Credit Documents as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Credit Agreement are required to be performed by it as a Lender. (e) The RegentsAgent shall maintain at its address referred to in Section 14.4 a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of (i) the names and addresses of the Lenders and (if applicable) the Revolving Credit Commitments of, and principal amount of (and stated interest on) the Loans owing to, each Lender from time to time (the “Register”) and (ii) information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement. The Register and copies of each Assignment and Assumption shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its receipt of an Assignment and Assumption executed by an assigning Lender, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Assumption has been completed and is in substantially the form of Exhibit A, (i) accept such Assignment and Assumption, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice, if requested by the assignee, the Borrower shall execute and deliver to the Agent in exchange for any surrendered Note or Notes (which the assigning Lender agrees to promptly deliver to the Borrower) a new Note or Notes to the assignee in an amount equal to the Revolving Credit Commitment (and commitment to make Swing Loans, if applicable) assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender has retained a Revolving Credit Commitment owing to it hereunder and if requested by it, a new Note or Notes to the assigning Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Any such new Note or Notes shall re-evidence the indebtedness outstanding under any old Notes or Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of any such surrendered Note or Notes (or in the case of a Revolving Credit Commitment, if none, the amount of the Revolving Credit Commitments so assigned), shall be dated the Closing Date and shall otherwise be in substantially the form of any Note or Notes subject to such assignments. (g) Each Lender may sell participations, without the consent of the Agent, the Borrower or any other Lender, to one or more parties other than (x) the Credit Parties, or any of the Credit Parties’ Affiliates, financial sponsors or Subsidiaries, (y) any Defaulting Lender or (z) a natural Person (each, a “Participant”), in or to all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Revolving Credit Commitments, the Loans owing to it and any Note or Notes held by it); provided that (i) such Lender’s obligations under this Credit Agreement (including, without limitation, its Revolving Credit Commitments to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Credit Agreement, (iv) the Borrower, the Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement (it being understood that the documentation required under Section 2.6(c) shall be delivered to the participating Lender) and (v) such Lender shall not transfer, grant, assign or sell any participation under which the Participant shall have rights to approve any amendment or waiver of this Credit Agreement except to the extent such amendment or waiver would (A) extend the final maturity date or the date for the payments of any installment of fees or principal or interest of any Loans or Letter of Credit reimbursement obligations in which such Participant is participating, (B) reduce the amount of any installment of principal of the Loans or Letter of Credit reimbursement obligations in which such Participant is participating, (C) except as otherwise expressly provided in this Credit Agreement, reduce the interest rate applicable to the Loans or Letter of Credit reimbursement obligations in which such Participant is participating, or (D) except as otherwise expressly provided in this Credit Agreement, reduce any Fees payable hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.7, 4.10 and 2.6 (subject to the requirements and limitations therein, including the requirements under Section 2.6(e) (it being understood that the documentation required under Section 2.6(e) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.10 as if it were an assignee under paragraph (c) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.6 or 4.7, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (h) Each Lender agrees that, without the prior written consent of The Regents the Borrower and the Agent, it will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In make any assignment or transfer sell a participation hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan, Note or other Obligation under the securities laws of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidUnited States of America or of any jurisdiction. (i) Licensee is then In connection with the efforts of any Lender to assign its rights or obligations or to participate interests, such Lender may disclose any information in good standing with its obligations under this Agreement;possession regarding the Borrower or any of its Subsidiaries so long as it advises of the prospective assignee of the confidentiality provisions set forth herein and such prospective assignee agrees to abide by such confidentiality provisions. (iij) Licensee provides The Regents In connection with written notice any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignmentassignment shall be effective unless and until, identifying in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or transferee entity’s name subparticipations, or other compensating actions, including funding, with the consent of the Borrower and contact informationthe Agent, no later than the earlier applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the date such transaction is first publicly announced Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Loans in accordance with its pro rata share. Notwithstanding the date foregoing, in the event that any assignment of consummation rights and obligations of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreementparagraph, as well as assume all responsibilities and liabilities that arose under this Agreement prior to then the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date assignee of such anticipated assignment or transferinterest shall be deemed to be a Defaulting Lender for all purposes of this Credit Agreement until such compliance occurs.

Assignability. 16.1 This Agreement is binding upon(a) Each Lender may, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only with the prior written consent of The Regents. The prior written the Administrative Agent and the Borrower (in each case not to be unreasonably withheld or delayed), assign to an assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its outstanding portion of the Aggregate Loan Amount or interests therein owned by it, together with ratable portions of its Commitment); provided that: (i) the Borrower shall be deemed to have consented to an assignment if no response is made by the Borrower within ten (10) Business Days after delivery to the Borrower of notice of a proposed assignment; (ii) neither the Administrative Agent’s nor the Borrower’s consent of The Regents will to any such assignment shall not be required if the assignee is a Permitted Assignee with respect to such assignor; and (iii) the Borrower’s consent to any such assignment pursuant to this Section 11.06(a) shall not be required if an Event of Default has occurred and has not been waived by the Lenders in accordance with Section 11.01. The parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance and the applicable tax forms required by Section 11.03(g) and (j). For the avoidance of doubt, the parties hereto acknowledge and agree that any Conduit Lender may assign its rights and obligations hereunder and under its Loans to any Program Support Provider or transfer any other Lender within its Facility Group (and any such Program Support Provider or Lender within its Facility Group may assign its rights and obligations hereunder to any Conduit Lender hereunder), in each case, without the consent of the Borrower, the Administrative Agent or any other Person. Each such intra-Facility Group assignment shall be recorded on the books and records of the relevant Lenders, without the need to execute and deliver an Assignment and Acceptance, and for all purposes of this Agreement is and all related documents, the relevant Lenders shall be deemed to have the benefit of an executed, delivered, accepted and recorded Assignment and Acceptance relating to such assignment. Notwithstanding any other provision of this Section 11.06, any Lender may at any time pledge or grant a security interest in conjunction with all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender, including any pledge or security interest granted to a bona fide arms’ length transaction involving Federal Reserve Bank and, in the case of a merger Conduit Lender, to its program collateral agent or trustee, in each case, without notice to or consent of the Borrower or the transfer Administrative Agent; provided that no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto. Notwithstanding any other provision of this Agreement (including this Section 11.06(a)), and solely for the purpose of such Conduit Lender or Program Support Provider’s compliance with Rule 3a-7 of the Investment Company Act, any Conduit WEIL\100678113\4\35899.0654 Lender or Program Support Provider may at any time pledge or grant a security interest in all or substantially all any portion of its rights under this Agreement (including, without limitation, rights to payment of the capital stock aggregate outstanding principal balance of the Loans and Interest) to any collateral agent or business trustee under such Conduit Lender’s commercial paper note program without notice to or consent of Licensee the Borrower (and without entering into an assignment and assumption agreement); provided, that no such pledge or grant of security interest shall release such Conduit Lender or Program Support Provider from any of its obligations hereunder or substitute any such collateral agent or trustee for such Conduit Lender under such Conduit ▇▇▇▇▇▇’s commercial paper note program or Program Support Provider as a party hereto. (a) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent and the Lenders. (i) Any Lender may, without the consent of the Borrower, sell participations to which one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this license relates, so long as Licensee is in good standing with its Agreement; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent, the applicable Funding Agent and The Regents is legally, contractually, and, per its policies, able the other Lenders shall continue to enter into an agreement deal solely and directly with such assignee Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 11.06(c) and Sections 11.09(b), 11.15 and 11.19. Sections 2.08 and 11.03 shall apply to each Participant as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that no Participant shall be entitled to any amount under Section 2.08 or transferee 11.03 which is greater than the amount the related Lender would have been entitled to under any such Sections or provisions if the applicable participation had not occurred, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the Participant acquired the applicable participation. (i) In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such Lender, acting solely for this purpose as a non-fiduciary agent for the Borrower, shall maintain a register on which it enters the names and addresses of all participants in the Aggregate Loan Amount held by it and the principal amount (and stated interest thereon) of each portion of the Aggregate Loan Amount which is the subject of such a participation (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Aggregate Loan Amount or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such assignment disclosure is necessary to establish that such Commitment, Aggregate Loan Amount or other obligation is in registered form under Section 5f.103-1(c) of the U. S. Department of the Treasury regulations. The Aggregate Loan Amount may be participated in whole or in part only by registration of such participation on the Participant Register. Any participation of such Aggregate Loan Amount may be effected only by the registration of such participation on the Participant Register. The entries in the Participant Register shall not place the Regents in a conflict of commitmentbe conclusive absent manifest error. 16.2 In (c) The Administrative Agent, on behalf of and acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its address specified in Section 11.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement and each signature page hereto and each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Funding Agents, the Lenders and the aggregate outstanding principal amount of the Aggregate Loan Amount maintained by each Lender under this Agreement (and any assignment or transfer stated interest thereon). The entries in the Register shall be conclusive and binding for all purposes, absent WEIL\100678113\4\35899.0654 manifest error, and the Borrower, the Administrative Agent, the Funding Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, the conditions (i)-(iii) below . The Register shall be timely metavailable for inspection by the Borrower, any Funding Agent (in respect of such Funding Agent’s Facility Group’s portion of the Aggregate Loan Amount or Commitments only) or Lender (in respect of such ▇▇▇▇▇▇’s portion of the Aggregate Loan Amount or Commitments only) at any reasonable time and from time to time upon reasonable prior notice. Any attempted The Aggregate Loan Amount may be assigned or sold in whole or in part only by registration of such assignment by Licensee other than or sale on the Register and in accordance with this Section will be null and void11.06. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transfer.

Assignability. 16.1 This Agreement is binding upon, and will inure (a) Borrower shall not have the right to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only or any interest therein except with the prior written consent of The Regents. The prior written Agent and Requisite Lenders. (b) Each Lender may, with the consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or the transfer of all or substantially all of the capital stock or business of Licensee to which this license relatesAgent and, so long as Licensee no Event of Default is then continuing, the consent of Borrower, which consent shall not be unreasonably withheld or delayed, but without the consent of any other Lender, assign to one or more Person all, but not less than all, of its rights and obligations under this Agreement and the other Loan Documents; provided, that (i) for each such assignment, the parties thereto shall execute and deliver to Agent, for its acceptance and recording in good standing with the Register (as defined below), an Assignment and Acceptance Agreement in a form acceptable to Borrower and Agent (the “Assignment and Acceptance”), and a processing and recordation fee of Two Thousand Five Hundred and No/100 Dollars ($2,500) to be paid by the assignee (the “Assignment Fee”), and (ii) no such assignment shall be for less than all of such Holder’s Loan then outstanding. Upon such execution and delivery of the Assignment and Acceptance to Agent, from and after the date specified as the effective date in the Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able such Lender shall cease to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in be a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidparty hereto). (c) By executing and delivering an Assignment and Acceptance, the assignee thereunder confirms and agrees as follows: (i) Licensee is then other than as provided in good standing such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement and the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Documents, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of its obligations under this Agreement and the other Loan Documents, (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement;, (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Agent shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of Lenders and, and principal amount of the Loans owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent error, and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Acceptance shall be available for inspection by Borrower, Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and the Assignment Fee, Agent shall, if such Assignment and Acceptance has been completed and Assignment Fee received (i) accept such Assignment and Acceptance, (ii) Licensee provides The Regents with written notice of such assignment, identifying record the assignee or transferee entity’s name information contained therein in the Register and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with give prompt notice thereof to Borrower. Within five (5) Business Days after its receipt of such notice, Borrower shall execute and deliver to Agent in exchange for the surrendered promissory note or notes, a written agreement signed by new promissory note or notes to the proposed acquirer or successor entity agreeing to be bound by all order of the provisions assignee in amounts equal to such assignee’s outstanding Loans. Such new promissory note or notes shall re-evidence the indebtedness outstanding under the old promissory note or notes and shall be in the aggregate principal amount of this Agreementsuch surrendered promissory note or notes, as well as assume all responsibilities shall be dated of even date herewith and liabilities that arose under this Agreement prior to shall otherwise be in substantially the effective date form of the proposed assignment, as if such acquirer promissory note or successor entity were the original Licensee within thirty (30) days after any notes subject to such assignment; and. (ivf) pay to The Regents an assignment fee Each Lender agrees that, without the prior written consent of [***] within thirty (30) days after any such assignment. This assignment fee Borrower and Agent, it will not be required if make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or other Liabilities under the Licensee can establish by documented evidence that it securities laws of the United States of America or of any jurisdiction. (g) In connection with the efforts of any Lender to assign its rights or together with obligations, such Lender may disclose any information in its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferpossession regarding Borrower.

Assignability. 16.1 This (a) Subject to the conditions set forth in this Section 12.06, each Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) and the Administrative Agent, assign to any Person all or a portion of its rights and obligations under this Agreement (including all or a portion of its Advances Outstanding or interests therein owned by it, together with ratable portions of its Commitment); provided that such consent shall be deemed to have been granted by the Borrower if the Borrower shall not have objected in writing within five (5) Business Days of receipt of any such request for consent; provided, further, that: (i) the Borrower’s consent to any such assignment shall not be required if the assignee is binding uponan Eligible Assignee; (ii) the Borrower’s consent to any such assignment pursuant to this Section 12.06(a) shall not be required if an Event of Default shall have occurred and be continuing; and (iii) except in the case of an assignment of the entire remaining amount of the assigning ▇▇▇▇▇▇’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Administrative Agent consents otherwise. The parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Collateral Agent) an Assignment and Acceptance and the applicable tax forms required by Sections 12.03(f), together with administrative details for the applicable assignee (if such assignee is not a current Lender or an Affiliate of Live Oak) and a processing and recordation fee of $4,200 payable by such assigning Lender to the Administrative Agent; provided, no such fee shall be required for assignments to current Lenders or Affiliates of current Lenders. Notwithstanding any other provision of this Section 12.06, (w) no assignment may be made to the Borrower or any of its Affiliates, (x) no assignment shall be made to a natural person, and (y) no assignment may be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y). In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will inure be effective unless and until, in addition to the benefit ofother conditions thereto set forth herein, The Regentsthe parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its successors full pro rata share of all Advances. Notwithstanding the foregoing, in the event that any assignment of rights and assigns. Licensee may assign or transfer obligations of any Defaulting Lender hereunder becomes effective under Applicable Laws without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement only with until such compliance occurs. (b) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of The Regents. The prior written consent of The Regents will not be required if the assignment or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger or Administrative Agent and the transfer of all or substantially all of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and voidLenders. (i) Licensee is then Any Lender may sell participations to Participants in good standing with its all or a portion of such Lender’s rights and obligations under this Agreement;; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Agents, the Collateral Administrator, the Custodian and the Securities Intermediary and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) each Participant shall have agreed to be bound by this Section 12.06(c), Section 12.06(e), Section 12.09 and Section 12.16. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09, 2.10, and 12.03 (subject to the requirements and limitations therein, including the requirements under Section 12.03(f) (it being understood that the documentation required under Section 12.03(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment under Section 12.06(a); provided that such Participant (A) agrees to be subject to the provisions of Section 12.16 as if it were an assignee under clause (D) above; and (B) shall not be entitled to receive any greater payment under Section 2.09 or Section 12.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. (ii) Licensee provides The Regents with written notice In the event that any Lender sells participations in any portion of its rights and obligations hereunder, such ▇▇▇▇▇▇ as nonfiduciary agent for the Borrower shall maintain a register on which it enters the name of all participants in the Advances held by it and the principal amount (and stated interest thereon) of the portion of the Advance which is the subject of the participation (the “Participant Register”) and the right to principal of, and stated interest on, such participation may be transferred only through being reflected in such Participant Register. An Advance may be participated in whole or in part only by registration of such assignmentparticipation on the Participant Register (and each Note, identifying the assignee if any, shall expressly so provide). No Lender shall have any obligation to disclose all or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice any portion of the proposed assignment Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any rights and obligations hereunder) to any Person except to the extent practicable necessary to establish that such rights and obligations are in registered form under Section 5f.103-1 of the circumstances United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and not prohibited by applicable law or regulation or Licensee’s contractual obligations such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the applicable third party);contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (iiid) provide The Regents with a written agreement signed by Administrative Agent, on behalf of and acting solely for this purpose as the proposed acquirer or successor entity agreeing to be bound by all nonfiduciary agent of the provisions Borrower, shall maintain at its address specified in Section 12.02 or such other address as the Administrative Agent shall designate in writing to the Lenders, a copy of this Agreement, as well as assume all responsibilities each signature page hereto, each Assignment and liabilities that arose Acceptance delivered to and accepted by it, and a register (the “Register”) for the recordation of the names, addresses and wiring instructions of the Lenders and the aggregate outstanding principal amount of the Advances Outstanding maintained by each Lender under this Agreement (and any stated interest thereon) and the right to principal of, and stated interest on, the Advances of a Lender (other than as provided for participations in Advances in Section 12.06(c)(ii)) may be transferred only through being reflected in such Register. In addition, Agent shall maintain on the Register the designation, and the revocation of designation, of any Lender as a Defaulting Lender of which it has received notice. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents, the Collateral Administrator, the Custodian, the Securities Intermediary and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Collateral Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. An Advance (and a Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Note with respect to the effective date Advances, if any, shall expressly so provide) and compliance with this Section 12.06. The provisions of this Section 12.06(d) are intended to satisfy the requirements of United States Treasury Regulation section 5f.103-1(c) and shall be interpreted and applied consistent with this intent. (e) Notwithstanding any other provision of this Section 12.06, any Lender may at any time pledge or grant a security interest in all or any portion of its rights (including rights to payment of principal and interest) under this Agreement to secure obligations of such Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the proposed assignment, as if Borrower or the Administrative Agent; provided that no such acquirer pledge or successor entity were the original Licensee within thirty (30) days after grant of a security interest shall release such Lender from any of its obligations hereunder or substitute any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any pledgee or grantee for such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date of such anticipated assignment or transferLender as a party hereto.

Assignability. 16.1 LICENSEE, including each Affiliate of LICENSEE, will not grant a security interest, in the License or this Agreement during the Term. This Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer be assigned by Cornell (so long as Cornell remains obligated for all obligations under this Agreement as if such assignment had not occurred), but is personal to LICENSEE and assignable by LICENSEE only with the prior written consent of The RegentsCornell, which consent shall not be unreasonably refused or delayed. The Notwithstanding the foregoing, LICENSEE may, without Cornell’s prior written consent of The Regents will consent, (i) assign this Agreement, in whole or in part, to any Affiliate at any time (so long as LICENSEE remains obligated for all obligations under this Agreement as if such assignment had not be required occurred) and (ii) during the Term to a third-party, in each case only if all the following conditions are met: (a) if applicable, the assignment or transfer of this Agreement is occurs in conjunction connection with a bona fide arms’ length transaction involving a merger merger, acquisition, consolidation or the transfer other business combination or sale or other disposition of all or substantially all of LICENSEE’s business or assets relating to the capital stock or business of Licensee to which this license relatessubject matter hereof; and [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, so long as Licensee MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (b) LICENSEE is in good standing with its obligations under this Agreement and The Regents is legally, contractually, and, per its policies, able respect to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and provided that such assignment shall not place the Regents in a conflict of commitment. 16.2 In any assignment or transfer of this Agreement, the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void.; and (ic) Licensee if assignee is then an Affiliate, every Affiliate is in good standing in all material respects with its respect to every agreement that such Affiliate has with Cornell; and (d) assignee (including each affiliate of assignee) is not an Excluded Entity; and (e) assignee has sufficient resources to fulfill all of LICENSEE’s obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date such transaction is first publicly announced and (y) the date of consummation of such transaction (it being understood, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable under the circumstances and not prohibited by applicable law or regulation or Licensee’s contractual obligations to the applicable third party); (iii) provide The Regents with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this Agreement, as well as assume all responsibilities and liabilities that arose under this Agreement prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (ivf) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior to the date assignment, assignee provides Cornell written confirmation that assignee shall assume all of such anticipated assignment or transferLICENSEE’s interests, rights, duties, liabilities and obligations under this Agreement, and agrees to comply with all terms and conditions of this Agreement as if assignee were an original party to this Agreement.

Assignability. 16.1 This (a) The Borrower shall not have the right to assign this Credit Agreement is binding upon, and will inure to the benefit of, The Regents, its successors and assigns. Licensee may assign or transfer this Agreement only any interest therein except with the prior written consent of The Regents. The prior written the Agent and each Lender. (b) Any Lender may make, carry or transfer Revolving Loans at, to or for the account of, any of its branch offices or the office of an Affiliate of such Lender except to the extent such transfer would result in increased costs to the Borrower. (c) A Lender may, with the consent of The Regents will the Agent and with the consent of the Borrower (which may not be required if the assignment unreasonably withheld), assign to one or transfer of this Agreement is in conjunction with a bona fide arms’ length transaction involving a merger more banks or the transfer of other financial institutions all or substantially all a portion of the capital stock or business of Licensee to which this license relates, so long as Licensee is in good standing with its rights and obligations under this Credit Agreement and The Regents is legally, contractually, and, per its policies, able to enter into an agreement with such assignee or transferee (the phrase “policies” understood as broad, Regents-wide restrictions on assignments to certain classes of companies) and Revolving Notes; provided that (i) for each such assignment, the parties thereto shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Assumption Agreement, together with any Revolving Note or Revolving Notes subject to such assignment and a processing and recordation fee of $2,500 and (ii) no such assignment shall not place be for less than $5,000,000 of a Lender's Commitment, unless it is to a then- current holder of a Revolving Note. Upon execution and delivery of the Regents Assignment and Assumption Agreement to the Agent, from and after the date specified as the effective date in a conflict of commitment. 16.2 In any assignment or transfer of this Agreementthe Assignment and Assumption Agreement (the "Acceptance Date"), the conditions (i)-(iii) below shall be timely met. Any attempted assignment by Licensee other than in accordance with this Section will be null and void. (i) Licensee is then in good standing with its obligations under this Agreement; (ii) Licensee provides The Regents with written notice of such assignment, identifying the assignee or transferee entity’s name and contact information, no later than the earlier of (x) the date assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such transaction is first publicly announced Assignment and Assumption Agreement, such assignee shall have the rights and obligations of a Lender hereunder and (y) the date of consummation of such transaction (it being understoodassignor thereunder shall, however, that Licensee will endeavor to provide The Regents with prior written notice of the proposed assignment to the extent practicable that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights (other than any rights it may have pursuant to Section 11.8 hereof which will survive) and be released from its obligations under this Credit Agreement (and, in the circumstances case of an Assignment and not prohibited by applicable law Assumption Agreement covering all or regulation the remaining portion of an assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). (d) By executing and delivering an Assignment and Assumption Agreement, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment and Assumption Agreement, the assigning Lender makes no representation or Licensee’s contractual obligations warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the Revolving Notes or any other instrument or document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the applicable third party); financial condition of the Borrower or any other Credit Parties or the performance or observance by the Borrower or any other Credit Parties of any of its obligations under this Credit Agreement or any other instru- ment or document furnished pursuant hereto, (iii) provide The Regents such assignee confirms that it has received a copy of this Credit Agreement, together with a written agreement signed copies of the Financial Statements referred to in Section 7.1 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement, (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement as are delegated to the Agent by the proposed acquirer or successor entity agreeing to be bound by terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the provisions obligations which by the terms of this Credit Agreement are required to be performed by it as a Lender. (e) The Agent shall maintain at its address referred to in Section 11.5 hereof a copy of each Assignment and Assumption Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Revolving Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment and Assumption shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (f) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender, as well as assume all responsibilities together with the Revolving Note or Revolving Notes subject to such assignment, the Agent shall, if such Assignment and liabilities that arose under this Assumption Agreement prior has been completed and is in substantially the form of Exhibit F hereto, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the effective date Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower shall execute and deliver to the Agent in exchange for the surrendered Revolving Note or Revolving Notes a new Revolving Note or Revolving Notes to the order of the proposed assignmentassignee in an amount equal to the Commitment or Commitments assumed by it pursuant to such Assignment and Assumption Agreement and, as if such acquirer or successor entity were the original Licensee within thirty (30) days after any such assignment; and (iv) pay to The Regents an assignment fee of [***] within thirty (30) days after any such assignment. This assignment fee will not be required if the Licensee can establish by documented evidence that it (assigning Lender has retained a Commitment or together with its Sublicensee) has expended more than [***] in the development of Licensed Products prior Commitments hereunder, a new Revolving Note or Revolving Notes to the date order of the assigning Lender in an amount equal to the Commitment or Commitments retained by it hereunder. Such new Revolving Note or Revolving Notes shall re-evidence the Indebtedness outstanding under the old Revolving Note or Revolving Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such anticipated assignment surrendered Revolving Note or transfer.Revolving Notes, and