Common use of Assignment of Rights Clause in Contracts

Assignment of Rights. The Obligors acknowledge and understand that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may sell and assign all or part of its interest hereunder and under the Note(s) and Loan Documents to any Person person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve Borrower or any Obligor Guarantor of any of its obligations hereunder. The Lender agrees that that, upon receipt of Borrower’s written request, in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register Lender further acknowledges (a) Lender is an “accredited investor” within the “Register”meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, is familiar with the business and affairs of Borrower and knowledgeable and experienced in financial and business matters such that Lender is capable of evaluating the merits and risks of an investment in the Notes; (b) that the Notes are being acquired for Lender’s account, for investment purposes only, and not with any view toward the recordation resale or distribution thereof, or with any present intention of selling, assigning or distributing all or any portion of the name Notes; and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event (c) that the Lender sells a participation interest in any Advances, Notes may not be sold or transferred unless subsequently registered with the Lender shall maintain a similar register. The parties shall take any other action necessary SEC or an exemption from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsregistration is available.

Assignment of Rights. The Obligors acknowledge and understand Lessor agrees that the Lender may sell assignments herein are irrevocable and assign all it will not, while said assignments are in effect or part thereafter until Lessor has received from Administrative Agent notice of its interest hereunder and the termination thereof, take any action as Lessor under the Loan Documents Lease Agreement or otherwise which is inconsistent with this Agreement or make any other assignment, designation or direction inconsistent herewith and that any assignment, designation or direction inconsistent herewith shall be void. Lessor and Collateral Agent agree that the following are, without limitation, rights, powers, privileges, options, and benefits exclusively assigned by Lessor to any Person or entity Collateral Agent (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment exclusion of Lessor) hereunder: (i) all of Lessor's right to make claim for, receive, collect and receipt for (and to apply the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect same to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion payment of the principal of the Note(s)of, which shall have been paid at the time of such transfer Premium, Makewhole or Breakage Costs, if any, and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing Tranche A Notes and Tranche B Loans) all rents, income, revenues, issues, profits, insurance proceeds, condemnation awards, sales proceeds and other sums payable or receivable under this Agreement and the Lease Agreement or pursuant hereto or thereto, (ii) all of Lessor's right to make waivers and agreements, to give and receive all notices and other instruments in its capacity as Lessor under the Lender pursuant Operative Documents, (iii) all of Lessor's right to take action upon the terms hereof from time to time. The entries happening of Lease Event of Default, including the commencement, conduct and consummation of proceedings at law or in the Register equity as shall be conclusive absent manifest errorpermitted under any provision of the Lease Agreement or by law, and (iv) all of Lessor's right to do all other things which Lessor is or may become entitled to do under the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Lease Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity other than a competitor of Borrower or any Person controlling such competitor (an “Assignee”); provided that so long as no Event of Default exists any such assignment shall require the prior written consent of Borrower (which consent shall not be unreasonably withheld, subject to the restrictions set forth in Section 10.7delayed or conditioned). After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register ([***] Certain information in this document has been omitted and filed separately with the “Register”) for the recordation of the name Securities and address of the Lender and the principal amount of and stated interest on the amount owing Exchange Commission. Confidential treatment has been requested with respect to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsomitted portions.

Assignment of Rights. The Obligors acknowledge provisions hereof will inure to the benefit of and understand that be binding upon the Lender successors and assigns of each of the Parties hereto, except as otherwise provided herein. Any Holder may sell and assign Transfer all or part a portion of its interest Registable Securities to another Holder (to the extent such Transfer is otherwise permissible under this Agreement) in connection with an assignment of its rights hereunder and under with respect thereto. In the Loan Documents event of any Transfer by any Holder of all or a portion of its Registrable Securities to any Person or entity (an “Assignee”)third party other than a Holder, subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder rights under this Agreement with respect to the interest Registrable Securities so assignedTransferred shall cease and terminate; but provided, however, that the registration rights granted hereby may be transferred to any Person to whom a Holder transfers Registrable Securities pursuant to a Transfer to a Permitted Transferee in accordance with the terms of the Tallgrass Equity LLC Agreement; provided further, that any such transferee shall not be entitled to rights pursuant to Sections 2, 3 or 4 hereof unless such transferee of registration rights hereunder agrees to be bound by the terms and conditions hereof and executes and delivers to the Company an acknowledgment and agreement to such effect; and provided further that a Demanding Holder’s right to make a single and final request with respect to its remaining Registrable Securities may not be assigned to any such interest not so transferred, transferee unless the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon transferee acquires Registrable Securities having a notation as to the portion of the principal of the Note(s), which shall have been paid fair market value at the time of transfer of the last prior transfer of Registrable Securities, of at least fifty million dollars ($50,000,000). Any Holder transferring Registrable Securities shall provide notice of any such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (Company, including the “Register”) identity and notice information for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreementtransferee. In the event that EMG, Xxxxx, Tallgrass KC, Xxxxx or Xxxxx effect a Transfer in accordance with the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) terms of the Treasury RegulationsTallgrass Equity LLC Agreement, notwithstanding any such Transfer, EMG, Xxxxx, Tallgrass KC, Xxxxx or Xxxxx, as applicable, shall act as the representative of such transferees for all purposes under this Agreement and thereafter remain the notice party for all purposes under this Agreement with respect to such transferees, and EMG, Xxxxx, Tallgrass KC, Xxxxx or Xxxxx, as applicable, shall be responsible for providing notices to, and delivering response from, such transferees.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may sell and assign all or part of its interest hereunder and under the Note(s) and Loan Documents to any Person or entity (an “Assignment”) to any person or entity provided that (a) no such Assignment shall be made to a competitor of the Borrower, and (b) Lender will not make any Assignment to a Person organized or resident outside the United States without Borrower’s consent which shall not be unreasonably withheld (such assignee, an “Assignee” or “assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The No such Assignment shall release the Lender from its obligations to fund the Term Advance subject to the terms and conditions contained in Section 2.1 hereof. Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Agent or Lender may may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject provided that as long as no Event of Default has occurred and is continuing, neither Agent nor any Lender may assign, transfer or endorse its rights hereunder or under the Loan Documents to the restrictions set forth any party that is a direct competitor of Borrower (as reasonably determined by Agent), it being acknowledged that in Section 10.7all cases, any transfer to an Affiliate of any Lender or Agent shall be allowed, provided that no assignment (other than to an Affiliate of any Lender or Agent or any assignment for securitization purposes) shall be effective until such time as Borrower is provided fifteen (15) days prior written notice thereof. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Agent or Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge Issuer grants and understand that assigns to the Lender may sell Initial Noteholder for the benefit of the Secured Parties all rights of the Issuer to enforce the covenants and assign all or part of its interest hereunder conditions set forth in the Advance Note, the Advance Documents, the Residual Securities and under the Loan Documents to any Person or entity (an “Assignee”), subject relating to the restrictions set forth in Section 10.7. After such a permitted assignment Residual Securities and all voting rights and rights of the term “Lender” as used in Issuer to give any waivers or consents required or allowed under the Advance Note, the Advance Documents and the Loan Documents shall mean and include such Assigneerelating to the Residual Securities, and such Assignee waivers and consents shall be vested binding upon the Issuer as if the Issuer had given the same. The Issuer hereby constitutes and irrevocably appoints the Initial Noteholder, with full power of substitution and revocation, as the Issuer's true and lawful agent and attorney-in-fact, with the power to the full extent permitted by law, to affix to any certificates and documents representing the Advance Note or any Residual Security the endorsements delivered with respect thereto, and to transfer or cause the transfer of the Advance Note and each Residual Security, or any part thereof, on the books of the Advance Trust or the issuer of such Residual Security, as applicable, to the name of the Indenture Trustee on behalf of the Secured Parties or any nominee of hereof, and thereafter to exercise with respect to such Advance Note or Residual Security, all the rights, powers and remedies of an owner. The power of attorney granted pursuant to this Indenture and all authority hereby conferred are granted and conferred solely to protect the Lender hereunder Secured Parties respective interest in the Collateral and shall not impose any duty upon the Initial Noteholder to exercise any power. The Issuer shall execute any documentation including, without limitation, any powers of attorney and/or irrevocable proxies, requested by the Initial Noteholder to effectuate such assignment. The Issuer shall, or shall cause the Receivables Seller and the Loan Originator (as applicable) to, provide the Initial Noteholder with respect copies of all reports, notices, statements and certificates delivered under the Advance Documents or the Loan Documents relating to the interest so assigned; but Residual Securities, and any other information that the Initial Noteholder shall reasonably request. Delivery of such reports, notices, information and documents to the Initial Noteholder under this section is for informational purposes only and the Initial Noteholders's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereundercovenants. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer foregoing grant and as to the date to which assignment are powers coupled with an interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsirrevocable."

Assignment of Rights. The Obligors acknowledge and understand that (a) Nothing in this Agreement nor the Lender may sell and assign all or part consummation of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee transactions contemplated hereby shall be vested with all rightsconstrued as an attempt or agreement to assign any Acquired Asset, powers including any Assumed Contract, if such assignment, without the consent of a third party, would constitute a breach or other contravention or cancellation of such Acquired Asset (“Nonassignable Assets”) unless and remedies until such consent shall have been obtained. Seller and Purchaser will each use commercially reasonable efforts to obtain the consent of the Lender hereunder with respect to the interest so assigned; but with respect other parties to any such interest not so transferredAcquired Asset or any claim, right or any benefit arising thereunder for the Lender shall retain all rightsassignment thereof to Purchaser as Purchaser may request. Except as provided in Section 5.14(a), powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event consents to the assignment thereof cannot be obtained, such Nonassignable Assets shall be held, as of any transfer and from the Closing Date, by Seller or its Subsidiary in trust for Purchaser and its Subsidiaries and the covenants and obligations thereunder shall be performed by Purchaser in Seller’s or its Subsidiary’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. Seller shall take or cause to be taken at Seller’s expense such actions in its name or otherwise as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Subsidiary of Seller shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets. Except as provided in Section 5.14(a), as of and from the Closing Date, Seller, on behalf of itself and its Subsidiaries, authorizes Purchaser, except to the extent prohibited by the terms of the Note(s) (if any)Nonassignable Assets, it will endorse thereon a notation as at Seller’s expense, to perform all the portion obligations and/or receive all the benefits of Seller or its Subsidiary under the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury RegulationsNonassignable Assets.

Assignment of Rights. The Obligors acknowledge and understand that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any AdvancesLoan, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances this Loan (and any Note(s) evidence the AdvancesLoan) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Agent or Lender may may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject provided that no such assignment shall be made to a direct competitor of Borrower without the restrictions set forth prior written consent of Borrower, which shall not be unreasonably withheld conditioned or delayed; provided however Borrower’s consent shall not be required if such assignment occurs following an Event of Default that is continuing or in Section 10.7connection with the a sale or disposition of Agent or Lender or all or a portion of a Lender’s loan portfolio, or any merger, acquisition or corporate reorganization affecting a Lender. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Agent or Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) Term Note (if any), it will endorse thereon a notation as to the portion of the principal of the Term Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may sell and assign all or part of its interest hereunder and under the Note(s) and Loan Documents to any Person person or entity (an “Assignee”), subject to the restrictions set forth in terms and conditions of this Section 10.711.12. After such a permitted assignment and notice to Borrower of such assignment, the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register Lender and each Assignee thereof confirm to and agree with each other and with the Borrower as follows: (i) such Assignee has received this Agreement and an original Note in the “Register”) for the recordation amount of the name then current outstanding principal balance assigned to it, together with such other documents and address information it has deemed appropriate to make its own credit analysis and decision; (ii) notwithstanding anything to the contrary herein, if there are multiple Assignees of Lender’s interest, the Assignees holding such interests comprising sixty-seven percent (67%) or more of the Lender and then current aggregate outstanding principal balance of the principal amount of and stated interest original Note made by Borrower on the amount owing date of this Agreement shall irrevocably appoint an agent to take such actions on behalf of all holders of the Term Loan and to exercise such powers and rights as are provided to the Lender pursuant to by the terms hereof from time to timeand the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Following any assignment hereunder by Lender, the rights set forth in Sections 9 and 10 of this Agreement shall only be exercised by the agent and must be exercised on behalf of all holders simultaneously. The entries in instructions as aforesaid and any action taken or failure to act pursuant thereto by the Register agent shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for binding on all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.Assigns

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Agent or Lender may may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Agent or Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of any assignment and a register (the “Register”) for the recordation of the name names and address addresses of the Lender Lenders and the principal amount of and stated interest on the amount amounts owing to the each Lender pursuant to the terms hereof from time to timetime (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Obligors Borrower, Agent and the Lender Lenders shall treat each person or entity Person whose name is recorded in the Register pursuant to the terms hereof as the a Lender hereunder for all purposes of this Agreement. In the event that the Lender sells a participation interest in The Register shall be available for inspection by Borrower and any AdvancesLender, the Lender shall maintain a similar register. The parties shall take at any other action necessary reasonable time and from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsupon reasonable prior notice.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity with assets valued at not less than $500,000,000 (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors Lender, acting solely for this purpose as an agent of the Borrower, shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the Lender Lenders, and the Term Commitments of, and principal amount of amounts (and stated interest on interest) of the amount Loans owing to the to, each Lender pursuant to the terms hereof from time to timetime (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Obligors Borrower and the Lender shall treat each person or entity Person whose name is recorded in the Register pursuant to the terms hereof as the a Lender hereunder for all purposes of this Agreement. In The Register shall be available for inspection by the event that the Lender sells a participation interest in Borrower and Lender, at any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary reasonable time and from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsupon reasonable prior notice.

Assignment of Rights. The Obligors acknowledge terms and understand that conditions of this Agreement shall inure to the Lender may sell benefit of and assign all be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or part implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of its interest hereunder this Agreement, except as expressly provided in this Agreement. Any successor or permitted assignee of any Key Holder, including any Prospective Transferee who purchases shares of Transfer Stock in accordance with the terms hereof, shall deliver to the Company and under the Loan Documents Investors, as a condition to any Person transfer or entity (an “Assignee”)assignment, a counterpart signature page hereto pursuant to which such successor or permitted assignee shall confirm their agreement to be subject to and bound by all of the restrictions provisions set forth in Section 10.7this Agreement that were applicable to the predecessor or assignor of such successor or permitted assignee. After The rights of the Investors hereunder are not assignable without the Company’s written consent (which shall not be unreasonably withheld, delayed or conditioned), except (i) by an Investor to any Affiliate, or (ii) to an assignee or transferee who acquires all the shares of Capital Stock (as adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar transaction) held by the assigning or transferring Investor, it being acknowledged and agreed that any such a permitted assignment, including an assignment contemplated by the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee preceding clauses (i) or (ii) shall be vested with subject to and conditioned upon any such assignee’s delivery to the Company and the other Investors of a counterpart signature page hereto pursuant to which such assignee shall confirm their agreement to be subject to and bound by all rights, powers and remedies of the Lender hereunder with respect provisions set forth in this Agreement that were applicable to the interest so assigned; but assignor of such assignee. Except in connection with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such an assignment by the Lender shall relieve Company by operation of law to the acquirer of the Company, the rights and obligations of the Company hereunder may not be assigned under any Obligor circumstances. Severability . The invalidity or unenforceability of any of its obligations hereunder. The Lender agrees that provision hereof shall in no way affect the event validity or enforceability of any transfer by it other provision. Additional Investors . Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Note(s) (if any)Company’s Series A Preferred Stock after the date hereof, it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time any purchaser of such transfer shares of Series A Preferred Stock may become a party to this Agreement by executing and as delivering an additional counterpart signature page to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name this Agreement and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register thereafter shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender deemed an “Investor” for all purposes hereunder. Governing Law . This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.5 Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. In Counterparts . This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the event that same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the Lender sells a participation interest in any AdvancesU.S. federal ESIGN Act of 2000, the Lender shall maintain a similar register. The parties shall take any e.g., xxx.xxxxxxxx.xxx) or other action necessary from time to time to establish that the Advances (transmission method and any Note(s) evidence the Advances) counterpart so delivered shall be deemed to have been duly and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsvalidly delivered and be valid and effective for all purposes.

Assignment of Rights. The Obligors acknowledge and understand that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject Notwithstanding anything to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferredcontrary -------------------- herein, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary Corporation may from time to time assign some or all of its rights under Sections 4.3 and 4.4 herein to establish that the Advances Parties in accordance with this Section 4.4(i). In such an event, the Corporation shall continue to receive and provide the notices referred to in Section 4.4, but the applicable Shares Subject to the Offer shall be acquired by, and paid for by, any such assignees. If the Corporation receives an Offer under Section 4.3 and desires to assign some or all of its rights to purchase the Shares Subject to the Offer to the Parties, the Corporation shall give notice thereof to each Accredited Offeree other than the Offeror (the "Assignment Offer"). The Assignment Offer shall describe the Offer and any Note(s) evidence state the Advances) and number of Shares Subject to the amounts otherwise owing hereunder are Offer the right to purchase which the Corporation desires to assign. Each Accredited Offeree shall have the right, exercisable by notice to the Corporation on the day specified in registered form under section 5f.103the Assignment Offer, to acquire its pro-1(crata portion (which is the ratio of the number of shares of Fully-Diluted Common Stock owned by such Accredited Offeree over the total number of shares of Fully-Diluted Common Stock owned by all Accredited Offerees other than the Offeror) of such Shares Subject to the Treasury RegulationsOffer for the Purchase Price. Each such Accredited Offeree shall have a right of over- allotment such that if any Accredited Offeree fails to exercise its rights hereunder to purchase its pro rata portion, the other Accredited Offerees may purchase the non-purchasing Accredited Offeree's portion on a pro rata basis or such other basis as such Accredited Offerees shall agree. Any Accredited Offeree desiring to exercise an over-allotment right shall so indicate in its response to the Corporation. If the Accredited Offerees collectively fail, after taking into account exercises of over-allotment rights, to elect to purchase all of such Shares Subject to the Offer, then the Corporation shall have the right to purchase such Shares Subject to the Offer in accordance with Sections 4.3 and 4.4, and unless the Corporation and its assignees collectively elect to purchase all of the Shares Subject to the Offer, neither the Corporation or any of such assignees shall have the right to purchase any of such Shares Subject to the Offer. The decision by the Corporation to assign some or all of its rights under Sections 4.3 or 4.4 herein shall be made by the directors of the Corporation not then associated or affiliated with the Offeror even if less than a quorum. The Corporation's assignment of such rights shall not affect or extend the Offer Expiration Time.

Assignment of Rights. The Obligors acknowledge and understand that In the Lender may sell and assign all event of termination of this Agreement under Sections 15.2.2 or part of its interest hereunder and under 15.2.3, the Loan Documents to any Person or entity (an “Assignee”)terminated Party shall, subject to the restrictions set forth second sub-paragraph of this Section 15.3.5, take all action reasonably necessary to assign all of its right, title and interest in Section 10.7. After any trademarks under which the terminated Party shall have marketed products in its territory (or in such a permitted assignment country where termination occurred as applicable), together with the term “Lender” as used in the Loan Documents shall mean and include such Assigneegoodwill associated therewith, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the terminating Party; and the terminated Party shall, (a) to the extent legally permissible, take all additional action reasonably necessary to assign all of its right, title and interest so assigned; but with respect in and transfer possession and control to any such interest not so transferred, the Lender shall retain terminating Party of all rights, powers regulatory filings and remedies hereby given. No such assignment regulatory approvals relating to the Y3H Targets and their corresponding Products which are affected by the Lender termination, (b) provide to the terminating Party all amounts of compounds in its possession or control relating to the Y3H Targets which are affected by the termination. ALTANA shall relieve not be under an obligation to assign any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer trademark Controlled by it of the Note(sALTANA to GPC pursuant to Section 15.3.5 first sub-paragraph or to grant GPC a trademark license pursuant to Section 4.2.2 or pursuant to Section 15.3.3(c) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreementsub-section, a “Trademark”) if ALTANA can demonstrate to the reasonable satisfaction of GPC that any such Trademark license or assignment would materially prejudice the business interests of ALTANA or its Affiliates. In Without limitation, the event that the Lender sells a participation interest business interests of ALTANA or an Affiliate of ALTANA shall be deemed to be materially prejudiced in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsfollowing events: (i) in case the Trademark is a trade-xxxx used by ALTANA or an Affiliate of ALTANA in countries other than those in which GPC exercises its rights to commercialize Products granted hereunder, or (ii) in case the Trademark is a trademark used by ALTANA or an Affiliate of ALTANA in connection with products other than the Products for which GPC is granted rights hereunder; (iii) in case the Trademark is an umbrella trademark used by ALTANA or any Affiliate of ALTANA; (iv) in case the Trademark is a trademark which forms part of the company name of ALTANA or any Affiliate of ALTANA.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may sell and assign all or part of its interest hereunder and under the Note(s) and Loan Documents to any Person person or entity (an “Assignee”)) provided that, subject so long as no Event of Default has occurred or is continuing, Lender will not assign its interest hereunder or under the Note(s) and Loan Documents to the restrictions set forth in Section 10.7a direct competitor of Borrower. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (Lender agrees that in the “Register”) for the recordation event of any transfer by it of the name and address Note(s), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. Lender and agrees that, upon receipt of Borrower’s written request, in the event of any transfer by it of the Note(s), it will endorse thereon a notation as to the portion of the principal amount of the Note(s), which shall have been paid at the time of such transfer and stated interest on the amount owing as to the Lender pursuant date to the terms hereof from time to time. The entries in the Register which interest shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationshave been last paid thereon.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may Agent or Lenders may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”); provided that no such assignment shall be made without the prior written consent of Borrower, subject which shall not be unreasonably withheld conditioned or delayed; provided, however, Borrower’s consent (a) may be withheld for any reason if such Assignee (i) is a competitor of Borrower or (ii) is not engaged in the business of lending funds to borrowers in the restrictions set forth biopharmaceutical industry and with similar financial resources as Lender, but (b) shall not be required if such assignment occurs following an Event of Default that is continuing or in Section 10.7connection with a sale or disposition of Agent or Lenders or all or a portion of a Lender’s loan portfolio, or any merger, acquisition or corporate reorganization affecting Lender. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender Agent and Lenders hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender Agent and Lenders shall retain all rights, powers and remedies hereby given. No such assignment by the Agent or Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Each Lender agrees that in the event of any transfer by it of the Note(s) Term Note (if any), it will endorse thereon a notation as to the portion of the principal of the Term Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors Borrowers acknowledge and understand that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors Borrowers shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors Borrowers and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any AdvancesTerm Loan, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances this Term Loan (and any Note(s) evidence the AdvancesTerm Loan) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge It is hereby convened that RCR will be authorized to be able to assign either fully or partially the rights and understand obligations that arise for it under this Agreement, the Lender may sell assignee becoming responsible for the same obligations that RCR contracts in this instrument and assign all or part of its interest hereunder about which express evidence must be left in the assignment contract, the assignee becoming responsible for the same obligations that RCR contracts herein and under about which express evidence must be left in the Loan Documents to any Person or entity (an “Assignee”), subject assignment agreement and for this the sending to the restrictions set forth in Section 10.7. After Offeror of a written notice of such assignment, to which a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies true copy of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest Assignment Contract will be attached will suffice. The Offeror may not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of assign any of its rights and obligations hereunderwithout the prior written consent of RCR. ELEVENTH: FORCE MAJEURE It is hereby convened that the obligations assumed by RCR by virtue of this Agreement in favor of the Offeror, specifically those relating to the payment of the purchase sale price detailed in the sixth clause above, will be suspended in cases when events occur that are constitutive of Force Majeure, according to the concept defined by Article 45 of the Civil Code including events such as, but without this being restrictive, expropriation or confiscation of the facilities, fulfillment of orders or requirements of any governmental authority, absolute opposition of the owners of surface lands comprised by the Properties, acts of war, rebellion, sabotage and damage resulting therefrom, fire, flood, earthquake, explosion or accidents, riots, illegal strikes or any other similar case, whether of the same class or nature or that have not been within the control of RCR and that, even exercising reasonable painstaking care, could not have been forestalled . The Lender agrees that above does not release RCR from its obligation of maintenance of the Properties, including the payment of its claim fees. RCR shall notify the Shareholders of the Offeror, in the event writing, of any transfer case of Force Majeure within a period of ten (10) calendar days, counted from the date on which such event occurred, which must also be communicated by it RCR in writing; the fulfillment of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register obligations shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsresumed immediately.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Agent or Lender may may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender Agent and Xxxxxx hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Agent or Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender Xxxxxx agrees that in the event of any transfer by it of the Note(s) (if Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors Agent, acting solely for this purpose as an agent of Xxxxxxxx, shall maintain at one of its offices a copy of any assignment and a register (the “Register”) for the recordation of the name names and address addresses of the Lender Lenders and the principal amount of and stated interest on the amount amounts owing to the each Lender pursuant to the terms hereof from time to timetime (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Obligors Borrower, Agent and the Lender Lenders shall treat each person or entity Person whose name is recorded in the Register pursuant to the terms hereof as the a Lender hereunder for all purposes of this Agreement. In the event that the Lender sells a participation interest in The Register shall be available for inspection by Borrower and any AdvancesLender, the Lender shall maintain a similar register. The parties shall take at any other action necessary reasonable time and from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.upon reasonable prior notice. 11.14

Assignment of Rights. The Obligors acknowledge Each Borrower acknowledges and understand understands that each Lender may, with the Lender may sell consent of Agent and the Borrowers (such consent of the Borrowers not to be unreasonably withheld, delayed or conditioned and such consent of the Borrowers not to be required if: (a) such Assignee is an affiliate of a Lender, or (b) an Event of Default has occurred and is continuing), sell, transfer, assign or endorse all or part of its interest hereunder and under the Note(s) and Loan Documents to any Person person or entity entity, provided that no Lender can assign, transfer, sell or endorse its rights hereunder or under the other Loan Documents to a competitor of Borrowers (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “LenderLenders” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the a Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the assigning Lender shall retain all rights, powers and remedies hereby given. No such assignment by the a Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Each Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors Each Assignee shall, to the extent it is entitled to an exemption from or reduction of withholding Tax with respect to payments made under the Note(s) or Loan Documents, deliver to Company, at the time or times reasonably requested by Company, such properly completed and executed documentation reasonably requested by Company as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything herein to the contrary, no Assignee shall maintain a register be entitled to receive any greater payment under Section 2.7(a) or 2.7(d)(i) with respect to any assignment than its applicable assigning Lender would have been entitled to receive (determined as if such interest had not been assigned) unless such assignment occurred with the “Register”) for the recordation prior written consent of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury RegulationsBorrowers.

Assignment of Rights. The Obligors acknowledge and understand that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and any assignee thereof and the principal amount of and stated interest on the amount owing to the Lender and such assignee pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any AdvancesLoan, the Lender shall maintain a similar register; provided that the Lender shall be obligated to disclose the all or any portion of such participant register to any person except to that such disclosure is necessary to establish that each Loan and the amounts otherwise owing hereunder are in registered form under Section 5f.103-1(c) of the Treasury Regulations. The parties Parties shall take any other action necessary from time to time to establish that the Advances each Loan (and any Note(s) evidence the Advancesevidencing any Loan) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge Each Borrower acknowledges and understand understands that the Lender may sell and assign all or part of its interest hereunder and under the Note(s) and Loan Documents to any Person or entity (an “Assignee”)) provided that prior to an Event of Default, subject Lender shall not make such an assignment unless it has obtained the prior consent of the Parent Borrower, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, in connection with assignments by a Lender due to a forced divestiture at the request of any regulatory agency or a sale by Lender of a material amount of its assets, the restrictions set forth in Section 10.7herein shall not apply and Assignee shall mean any Person or party. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that that, upon receipt of a Borrower’s written request, in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any (a) Affiliate of Lender; or (b) other Person or entity (other than a natural person) that is or will be engaged in the business of making, purchasing, holding or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of its business (any such Person described in either clause (a) or clause (b), an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors Lender, acting solely for this purpose as an agent of the Borrower, shall maintain a register (the “Register”) for the recordation of the name names and address addresses of the Lender Lenders, and the Term Loan Commitments of, and principal amount of amounts (and stated interest on interest) of the amount Loans owing to the to, each Lender pursuant to the terms hereof from time to timetime (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Obligors Borrower and the Lender shall treat each person or entity Person whose name is recorded in the Register pursuant to the terms hereof as the a Lender hereunder for all purposes of this Agreement. In The Register shall be available for inspection by the event that the Lender sells a participation interest in Borrower and Lender, at any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary reasonable time and from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsupon reasonable prior notice.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may sell and assign all or part of its interest hereunder and under the Note(s) and Loan Documents to any Person person or entity (an “"Assignee”"), subject to a ten (10) day prior notice to the restrictions set forth in Section 10.7Borrower. After such a permitted assignment the term “"Lender” " as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (In addition, in such event, and except in the “Register”) for the recordation case of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the an assignment by Lender pursuant to the terms hereof from time to time. The entries in the Register a securitization transaction, Borrower shall be conclusive absent manifest error, entitled to prepay the Notes and the Obligors and Advances plus all interest accrued thereon without the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in need to pay any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time prepayment premiums pursuant to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury RegulationsSection 2.4.

Assignment of Rights. The Obligors acknowledge and understand that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and any assignee thereof and the principal amount of and stated interest on the amount owing to the Lender and such assignee pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any AdvancesLoan, the Lender shall maintain a similar register; provided that the Lender shall be obligated to disclose the all or any portion of such participant register to any person except to that such disclosure is necessary to establish that each Loan and the amounts otherwise owing hereunder are in registered form under Section 5f.103-1(c) of the Treasury Regulations. The parties Parties shall take any other action necessary from time to time to establish that the Advances each Loan (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.56

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Agent or Lender may may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Agent or Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of any assignment and a register (the “Register”) for the recordation of the name names and address addresses of the Lender Lenders and the principal amount of and stated interest on the amount amounts owing to the each Lender pursuant to the terms hereof from time to timetime (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Obligors Borrower, Agent and the Lender Lenders shall treat each person or entity Person whose name is recorded in the Register pursuant to the terms hereof as the a Lender hereunder for all purposes of this Agreement. In the event that the Lender sells a participation interest in The Register shall be available for inspection by Borrower and any AdvancesLender, the Lender shall maintain a similar register. The parties shall take at any other action necessary reasonable time and from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.upon reasonable prior notice. 11.14

Assignment of Rights. The Obligors acknowledge and understand Lessor agrees that the Lender may sell assignments ---------------------- herein are irrevocable and assign all it will not, while said assignments are in effect or part thereafter until Lessor has received from Administrative Agent notice of its interest hereunder and the termination thereof, take any action as Lessor under the Loan Documents Lease Agreement or otherwise which is inconsistent with this Agreement or make any other assignment, designation or direction inconsistent herewith and that any assignment, designation or direction inconsistent herewith shall be void. Lessor and Collateral Agent agree that the following are, without limitation, rights, powers, privileges, options, and benefits exclusively assigned by Lessor to any Person or entity Collateral Agent (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment exclusion of Lessor) hereunder: (i) all of Lessor's right to make claim for, receive, collect and receipt for (and to apply the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect same to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion payment of the principal of the Note(s)of, which shall have been paid at the time of such transfer Premium, Makewhole or Breakage Costs, if any, and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing Tranche A Notes and Tranche B Loans) all rents, income, revenues, issues, profits, insurance proceeds, condemnation awards, sales proceeds and other sums payable or receivable under this Agreement and the Lease Agreement or pursuant hereto or thereto, (ii) all of Lessor's right to make waivers and agreements, to give and receive all notices and other instruments in its capacity as Lessor under the Lender pursuant Operative Documents, (iii) all of Lessor's right to take action upon the terms hereof from time to time. The entries happening of Lease Event of Default, including the commencement, conduct and consummation of proceedings at law or in the Register equity as shall be conclusive absent manifest errorpermitted under any provision of the Lease Agreement or by law, and (iv) all of Lessor's right to do all other things which Lessor is or may become entitled to do under the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Lease Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge and understand that the Lender may sell and assign all or part of its interest hereunder and under the Note(s) and Loan Documents (a) to any Person Affiliate of Lender servicing the Loan in connection with the Note Purchase Agreement among Hercules Funding Trust I, Hercules Funding I LLC, Hercules Technology Growth Capital, Inc. and Citigroup Global Markets Realty Corp., dated as of Xxxxxx 0, 0000, (x) to any Affiliate of Lender licensed by the U.S. Small Business Administration, (c) as collateral security to Lender’s senior secured lender to the extent required under the applicable loan agreement, and (d) in connection with any securitization undertaken by Lender and/or its Affiliates, provided that Lender or entity an Affiliate of Lender continues to service the Loan (an each of (a), (b), (c) and (d), being a “Permitted Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment assignment, the term “Lender” as used in the Loan Documents shall mean and include such Permitted Assignee, and such Permitted Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain Other than to a register (the “Register”) for the recordation Permitted Assignee, no sale or assignment by Lender of all or any part of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register Note(s) or Loan Documents shall be conclusive absent manifest errorpermitted under this Agreement without the prior written consent of Borrower, provided that after the occurrence and during the Obligors continuation of an Event of Default, Lender may sell or assign all or any part of its interest hereunder and under the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence and Loan Documents to any Person without the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) consent of the Treasury RegulationsBorrower.

Assignment of Rights. The Obligors acknowledge Each Loan Party acknowledges and understand understands that the Agent or Lender may may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Agent or Lender shall relieve any Obligor Loan Party of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations*” AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Agent or Lender may sell and assign all or part of its interest hereunder and under the Note(s) and Loan Documents to any Person person or entity other than a person or entity reasonably deemed by Lender to be a direct competitor of Borrower (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Agent or Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors Revival of Secured Obligations. This Agreement and the Loan Documents shall maintain a register (the “Register”) remain in full force and effect and continue to be effective if any petition is filed by or against Borrower for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the recordation benefit of creditors, if a receiver or trustee is appointed for all or any significant part of Borrower’s assets, or if any payment or transfer of Collateral is recovered from Agent or Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the name and address Secured Obligations or any transfer of Collateral to Agent, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, Agent, Lender or by any obligee of the Lender and the principal amount Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this AgreementCollateral had not been made. In the event that the Lender sells a participation interest in any Advancespayment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) Loan Documents and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the Treasury Regulationsfull, final, and indefeasible payment to Agent or Lender in Cash.

Assignment of Rights. The Obligors acknowledge terms and understand that conditions of this Agreement shall inure to the Lender may sell benefit of and assign all be binding upon the respective successors and permitted assigns of the parties hereto. Nothing in this Agreement, express or part implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of its interest hereunder this Agreement, except as expressly provided in this Agreement. Any successor or permitted assignee of any Key Holder, including any Prospective Transferee who purchases shares of Transfer Stock in accordance with the terms hereof, shall deliver to the Company and under the Loan Documents Investors, as a condition to any Person transfer or entity (an “Assignee”)assignment, a counterpart signature page hereto pursuant to which such successor or permitted assignee shall confirm their agreement to be subject to and bound by all of the restrictions provisions set forth in Section 10.7this Agreement that were applicable to the predecessor or assignor of such successor or permitted assignee. After The rights of the Investors hereunder are not assignable without the Company’s written consent (which shall not be unreasonably withheld, delayed or conditioned), except (i) by an Investor to any Affiliate, or (ii) to an assignee or transferee who acquires at least 50% of the issued and outstanding shares of Capital Stock (as adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar transaction), it being acknowledged and agreed that any such a permitted assignment, including an assignment contemplated by the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee preceding clauses (i) or (ii) shall be vested with subject to and conditioned upon any such assignee’s delivery to the Company and the other Investors of a counterpart signature page hereto pursuant to which such assignee shall confirm their agreement to be subject to and bound by all rights, powers and remedies of the Lender hereunder with respect provisions set forth in this Agreement that were applicable to the interest so assigned; but assignor of such assignee. Except in connection with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such an assignment by the Lender shall relieve any Obligor Company by operation of any of its obligations hereunder. The Lender agrees that in law to the event of any transfer by it acquirer of the Note(s) (if any)Company, it will endorse thereon a notation as to the portion rights and obligations of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall Company hereunder may not be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in assigned under any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationscircumstances.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that Agent or the Lender may Lenders may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and the Lender Lenders hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Agent and the Lender Lenders shall retain all rights, powers and remedies hereby given. No such assignment by Agent or the Lender Lenders shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees Lenders agree that in the event of any transfer by it of the Note(s) (if any)any promissory notes, it will endorse thereon a notation as to the portion of the principal of the Note(s)such promissory notes, which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register Each Assignee (the “Register”i) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant consents to the terms hereof from time and provisions of the Side Letter, (ii) agrees that it is and will be bound (as Agent or a Lender, as applicable) by the terms and conditions of the Side Letter, whether or not such Assignee executes such agreement and (iii) authorizes the Agent to time. The entries in enter into the Register shall be conclusive absent manifest error, Side Letter and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall (iv) will not take any other action necessary from time actions contrary to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) provisions of the Treasury RegulationsSide Letter.

Assignment of Rights. The Obligors acknowledge Issuer grants and understand that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject assigns to the restrictions Initial Noteholder for the benefit of the Noteholders all rights of the Issuer to enforce the covenants and conditions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in Advance Note and the Loan Advance Documents shall mean and include such Assigneeall voting rights and rights of the Issuer to give any waivers or consents required or allowed under the Advance Note and the Advance Documents, and such Assignee waivers and consents shall be vested binding upon the Issuer as if the Issuer had given the same. The Issuer hereby constitutes and irrevocably appoints the Initial Noteholder, with full power of substitution and revocation, as the Issuer’s true and lawful agent and attorney-in-fact, with the power to the full extent permitted by law, to affix to any certificates and documents representing the Advance Note the endorsements delivered with respect thereto, and to transfer or cause the transfer of the Advance Note, or any part thereof, on the books of the Advance Trust to the name of the Indenture Trustee on behalf of the Noteholders or any nominee of hereof, and thereafter to exercise with respect to such Advance Note, all the rights, powers and remedies of an owner. The power of attorney granted pursuant to this Indenture and all authority hereby conferred are granted and conferred solely to protect the Lender hereunder Noteholders respective interest in the Collateral and shall not impose any duty upon the Initial Noteholder to exercise any power. The Issuer shall execute any documentation including, without limitation, any powers of attorney and/or irrevocable proxies, requested by the Initial Noteholder to effectuate such assignment. The Issuer shall, or shall cause the Receivables Seller to, provide the Initial Noteholder with respect copies of all reports, notices, statements and certificates delivered under the Advance Documents, and any other information that the Initial Noteholder shall reasonably request. Delivery of such reports, notices, information and documents to the interest so assigned; but Initial Noteholder under this section is for informational purposes only and the Initial Noteholders’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereundercovenants. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer foregoing grant and as to the date to which assignment are powers coupled with an interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsirrevocable.

Assignment of Rights. The Obligors acknowledge Each Borrower acknowledges and understand understands that the Lender may sell and assign all or part of its interest hereunder and under the Note(s) and Loan Documents to any Person or entity (an “Assignee”)) provided that prior to an Event of Default, subject Lender shall not make such an assignment unless it has obtained the prior consent of the Parent Borrower, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, in connection with assignments by a Lender due to a forced divestiture at the request of any regulatory agency or a sale by Lender of a material amount of its assets, the restrictions set forth in Section 10.7herein shall not apply and Assignee shall mean any Person or party. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge and understand that the any Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender Administrative Agent shall retain all rights, powers and remedies hereby given. No such assignment by the any such Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees Administrative Agent and the Lenders agree that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the each Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the each Lender shall treat each person or entity whose name is recorded in the Register as the such Lender for all purposes of this Agreement. In the event that the Lender Lenders sells a participation interest in any Advances, the Lender Lenders shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge Borrower expressly agrees and understand acknowledges in advance that the Lender Bank may sell assign, in full or in part, in favor of other institutions of the financial system with a bank rating of “A” or another equivalent rating, whether Peruvian or foreign, its rights and obligations under the Agreement and other Loan Documents, including any rights arising therefrom. The Borrower shall not be responsible for any costs incurred in formalizing the assignment subject matter of this section, nor shall it bear any amount corresponding to Taxes arising from such assignment to the extent that on the date on which the Assignment of Rights or assignment of rights and obligations takes place, an Event of Default has not occurred. The assignment taking place may take the form of an assignment of rights and obligations (in which case the Bank shall assign all its rights and obligations under this Agreement to a single assignee) or part of its interest hereunder the Assignment of Rights. The Parties hereby agree that the Assignment of Rights only implies the transfer of collection rights on monetary obligations, without any of the other obligations being enforceable against the Borrower by a person other than the Bank (including, but not limited to, Financial Obligations, Affirmative Covenants and under Negative Covenants (including the obligation to pay the Loan Documents Installments, which may only be enforceable by the Bank, on its own behalf and on behalf of all the Assignees, acting as administrative agent, as set forth in the paragraphs below)). For such purposes, the Parties agree that the Assignment of Rights shall be effective from the date on which a Notice of Assignment is served on the Borrower; and that, as from such date, the Borrower shall pay all the items to any Person or entity (be borne by the Borrower hereunder, for an “Assignee”)amount equal to the percentage thereof, which are the subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used pertinent Assignment of Rights (which shall be detailed in the Loan Documents relevant notice), by transfer to the respective Assignment Account. The Parties further agree that, in the event the Bank makes one or more Assignments of Rights and, therefore, there are one or more assignees, all the rights of such assignees in accordance with this Agreement shall mean be exercised collectively through the Bank as administrative agent. In particular, by way of example, none of the assignees, acting individually, may individually take decisions that are binding or are legally binding on the Borrower, or serve notices on it, or exercise collection actions, or declare the existence of Events of Default or the cure thereof, or grant or extend any periods, or grant remedies. In this respect, unless consent is given in writing by the Borrower, the Bank shall act, in the name, place and include such Assigneestead of all the other assignees, and such Assignee therefore shall be vested with entitled to individually exercise any and all rights, powers and remedies of the Lender hereunder rights and powers of such assignees, without any error, dispute or disagreement between the Bank and such assignees being possibly enforceable against the Borrower, and thus the Borrower shall be entitled to act based on the notices, acts and/or any other documents provided by the Bank, without liability whatsoever. Likewise, it is expressly agreed that any notice, act or document provided to the Bank shall be binding and cause all the effects as provided for herein with respect to all the interest so assigned; but with respect to other assignees, without any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person exception or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationslimitation whatsoever.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may sell and assign sell, assign, pledge or otherwise deal with (each an “Assignment”) all or part of its interest hereunder and under the Note(s) and Loan Documents with or to any Person (a) that is an Affiliate of Lender servicing the Loan in connection with the Note Purchase Agreement among Hercules Funding Trust I, Hercules Funding I LLC, Hercules Technology Growth Capital, Inc. and Citigroup Global Markets Realty Corp. dated as of August 1, 2005, (b) that is an Affiliate of Lender licensed by the U.S. Small Business Administration, or entity ( c) that is Lender’s senior secured lender (an “each of (a), (b) and ( c) being a “ Permitted Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment any Assignment the term “Lender” as used in the Loan Documents shall mean and include any such Permitted Assignee, and such Permitted Assignee shall be vested with and succeed to all rights, powers and remedies of the Lender hereunder with respect to the any interest so assignedsubject to an Assignment; but with respect to any such interest not so transferredsubject to the Assignment, the Lender shall retain all rights, powers and remedies hereby given. No such assignment Assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer Assignment to a Permitted Assignee by it the Lender of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer the Assignment and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain Other than to a register (the “Register”) for the recordation Permitted Assignee, no Assignment of the name Note and address Loan Documents shall be permitted under this Agreement without the prior written consent of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury RegulationsBorrower.

Assignment of Rights. The Obligors acknowledge and understand that In the Lender may sell and assign all event of termination of this Agreement under Sections 15.2.2 or part of its interest hereunder and under 15.2.3, the Loan Documents to any Person or entity (an “Assignee”)terminated Party shall, subject to the restrictions set forth second sub-paragraph of this Section 15.3.5, take all action reasonably necessary to assign all of its right, title and interest in Section 10.7. After any trademarks under which the terminated Party shall have marketed products in its territory (or in such a permitted assignment country where termination occurred as applicable), together with the term “Lender” as used in the Loan Documents shall mean and include such Assigneegoodwill associated therewith, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the terminating Party; and the terminated Party shall, (a) to the extent legally permissible, take all additional action reasonably necessary to assign all of its right, title and interest so assigned; but with respect in and transfer possession and control to any such interest not so transferred, the Lender shall retain terminating Party of all rights, powers regulatory filings and remedies hereby given. No such assignment regulatory approvals relating to the Targets and their corresponding Products which are affected by the Lender termination, (b) provide to the terminating Party all amounts of compounds in its possession or control relating to the Targets which are affected by the termination. BG shall relieve not be under an obligation to assign any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer trademark Controlled by it of the Note(sBG to GPC pursuant to Section 15.3.5 first sub-paragraph or to grant GPC a trademark license pursuant to Section 4.2.2 or pursuant to Section 15.3.3(c) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreementsub-section, a “Trademark”) if BG can demonstrate to the reasonable satisfaction of GPC that any such Trademark license or assignment would materially prejudice the business interests of BG or its Affiliates. In Without limitation, the event that the Lender sells a participation interest business interests of BG or an Affiliate of BG shall be deemed to be materially prejudiced in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsfollowing events: (i) in case the Trademark is a trade-xxxx used by BG or an Affiliate of BG in countries other than those in which GPC exercises its rights to commercialize Products granted hereunder, or (ii) in case the Trade-xxxx is a trademark used by BG or an Affiliate of BG in connection with products other than the Products for which GPC is granted rights hereunder; (iii) in case the Trademark is an umbrella trademark used by Byk or any Affiliate of Byk; (iv) in case the Trademark is a trademark which forms part of the company name of Byk or any Affiliate of Byk.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors Borrower shall maintain a register (the “Register”) for the recordation of the name and address of the any Lender and the principal amount of and stated interest on the amount owing to the each Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors Borrower and the each Lender shall treat each person or entity whose name is recorded in the Register as the a Lender for all purposes of this Agreement. In the event that the any Lender sells a participation interest in any AdvancesTerm Loan, the such Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances this Term Loan (and any Note(s) evidence the AdvancesTerm Loan) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors Borrowers acknowledge and understand that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors Borrowers shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors Borrowers and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any AdvancesLoan, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances this Loan (and any Note(s) evidence the AdvancesLoan) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Agent or Lender may may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender Agent and Xxxxxx hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Agent or Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender Xxxxxx agrees that in the event of any transfer by it of the Note(s) (if Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors SECTION 163. Revival of Secured Obligations. This Agreement and the Loan Documents shall maintain a register (the “Register”) remain in full force and effect and continue to be effective if any petition is filed by or against Borrower for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the recordation benefit of creditors, if a receiver or trustee is appointed for all or any significant part of Borrower’s assets, or if any payment or transfer of Collateral is recovered from Agent or Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the name and address Secured Obligations or any transfer of Collateral to Agent, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, Agent, Lender or by any obligee of the Lender and the principal amount Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this AgreementCollateral had not been made. In the event that the Lender sells a participation interest in any Advancespayment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) Loan Documents and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the Treasury Regulationsfull, final, and indefeasible payment to Agent or Lender in Cash.

Assignment of Rights. The Obligors acknowledge Borrower acknowledges and understand understands that the Lender may Agent or Lenders may, subject to Section 12.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity entity, other than to any Person that is an operating company engaged in substantially similar business operations as Borrower and any of such Person’s subsidiaries or affiliates (any such permitted assignee, an “Assignee”); provided that no such assignment shall be made without the prior written consent of Borrower, subject which shall not be unreasonably withheld conditioned or delayed; provided, however, Borrower’s consent shall not be required if such assignment (i) is to the restrictions set forth an Affiliate of a Lender or Agent, or (ii) occurs following an Event of Default that is continuing or in Section 10.7connection with a sale or disposition of Agent or Lenders or all or a portion of a Lender’s loan portfolio, or any merger, acquisition or corporate reorganization affecting Lender. After such a permitted assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender Agent and Lenders hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender Agent and Lenders shall retain all rights, powers and remedies hereby given. No such assignment by the Agent or Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Each Lender agrees that in the event of any transfer by it of the Note(s) Term Note (if any), it will endorse thereon a notation as to the portion of the principal of the Term Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

Assignment of Rights. The Obligors acknowledge and understand that Each Limited Partner and, to the Lender extent additional or other rights are given to the members of the Moriah Group, the Brothers Group or the Newstone Group, any such member, may sell transfer and assign all or part a portion of its interest rights hereunder to any of its partners, members, shareholders or other Affiliates to which such Limited Partner transfers its ownership of all or any of its Registrable Securities and under any such partner, member, shareholder or other Affiliate may further transfer and assign all or a portion of its rights hereunder to any of its partners, members, shareholders or other Affiliates to whom it transfers its ownership of all or any of its Registrable Securities (collectively, the Loan Documents “Permitted Transferees”); provided, that no such assignment shall be binding upon or obligate the MLP to any such Permitted Transferee unless and until the MLP shall have received notice of such assignment and a written agreement of such Permitted Transferee to be bound by the provisions of this Agreement; and provided further, that for purposes of Section 2.2.3 hereof, any Permitted Transferee receiving its Registrable Securities, directly or indirectly, from a member of the Moriah Group, the Brothers Group or the Newstone Group shall be considered a member of such group for purposes of determining the number of Demand Registrations requested pursuant to Section 2.2.3. Except as provided above, no Holder may transfer and assign all or any portion of its rights hereunder to any Person without the prior written consent of the MLP. In no event shall the MLP be required to file a post-effective amendment to a registration statement or entity (an “Assignee”), subject a new registration statement for the benefit of such transferee(s) or assignee(s) unless the MLP agrees to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, do so and such Assignee shall be vested with Permitted Transferee or other successor agrees in writing that it will pay all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment additional Registration Expenses incurred by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that MLP in connection with filing a post-effective amendment to a registration statement or a new registration statement for the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time benefit of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”transferee(s) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulationsassignee(s).

Assignment of Rights. The Obligors acknowledge rights of the Buyer or any other Investor under Sections 5(a), 5(b), 8, 9, and understand that the Lender may sell and assign 10 shall be automatically assigned by such Investor to any Permitted Transferee of all or part any portion of its interest hereunder and under the Loan Documents to such Investor's Registrable Securities (or all or any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s)Preferred Shares) only if: (1) such Investor agrees in writing with such Permitted Transferee to assign such rights, which shall have been paid at the time and a copy of such transfer and as agreement is furnished to the date to which interest shall have been last paid thereon. The Obligors shall maintain Company within a register reasonable time after such assignment, (2) the “Register”Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (A) for the recordation of the name and address of such Permitted Transferee and (B) the Lender and the principal amount of and stated interest on the amount owing securities with respect to the Lender pursuant to the terms hereof from time to time. The entries which such rights are being transferred or assigned, (3) in the Register case of any assignment of rights under Section 8, immediately following such transfer or assignment the further disposition of such securities by such Permitted Transferee is restricted under the 1933 Act and applicable state securities laws, and (4) at or before the time the Company received the written notice contemplated by clause (2) of this sentence such Permitted Transferee agrees in writing with the Company to be bound by all of the provisions contained in Sections 5(a), 5(b), 8, 9, and 10 hereof. Upon any such assignment, the Company shall be conclusive absent manifest errorobligated to such Permitted Transferee to perform all of its covenants under Sections 5, 8, 9, and 10 as if such Permitted Transferee were the Obligors and Buyer. Neither the Lender Buyer nor any other Investor shall treat each person or entity whose name is recorded in transfer the Register as Preferred Shares to any Person other than a Permitted Transferee without the Lender for all purposes prior written consent of this Agreementthe Company, which consent may not be unreasonably withheld. In the event case of any assignment of rights under Section 8, the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Buyer or other Investor and such Permitted Transferee to assure that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (Registration Statement and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder related Prospectus are in registered form under section 5f.103-1(c) available for use by such Permitted Transferee for sales of the Treasury RegulationsRegistrable Securities in respect of which the rights to registration have been so assigned.

Assignment of Rights. The Obligors acknowledge Each Borrower acknowledges and understand understands that each Lender may, with the Lender may sell consent of Agent and the Borrowers (such consent of the Borrowers not to be unreasonably withheld, delayed or conditioned and such consent of the Borrowers not to be required if: (a) such Assignee is an affiliate of a Lender, or (b) an Event of Default has occurred and is continuing), sell, transfer or assign all or part of its interest hereunder hereunder, under any Protective Advance, under such Lender’s Protective Advance Loan Commitment and under the other Loan Documents, to any person or entity, provided that no Lender can assign, transfer, sell or endorse its rights hereunder or under the other Loan Documents to any Person or entity a competitor of Borrowers (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “LenderLenders” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the a Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the assigning Lender shall retain all rights, powers and remedies hereby given. No such assignment by the a Lender shall relieve any Obligor Borrower of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any)Each Assignee shall, it will endorse thereon a notation as to the portion extent it is entitled to an exemption from or reduction of withholding Tax with respect to payments made under the principal of Protective Advances or the Note(s)Loan Documents, which shall have been paid deliver to Company, at the time or times reasonably requested by Company, such properly completed and executed documentation reasonably requested by Company as will permit such payments to be made without withholding or at a reduced rate of such transfer and as withholding. Notwithstanding anything herein to the date contrary, no Assignee shall be entitled to which interest shall receive any greater payment under Section 2.7(a) or 2.7(d)(i) with respect to any assignment than its applicable assigning Lender would have been last paid thereon. The Obligors shall maintain a register entitled to receive (determined as if such interest had not been assigned) unless such assignment occurred with the “Register”) for the recordation prior written consent of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Advances, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that the Advances (and any Note(s) evidence the Advances) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury RegulationsBorrowers.