Common use of Assignment; Register Clause in Contracts

Assignment; Register. (a) The Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written unanimous consent of the Lenders. No Lender shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person and pursuant to a form of assignment and assumption agreement reasonably acceptable to the Borrower and the Collateral Agent. (b) The Collateral Agent shall maintain at its address referred to in Section 9.02 a register for the recordation of the names and addresses of the Lenders and the Commitment of, and the Outstanding Principal Balance owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Collateral Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. (c) Upon two (2) Business Days’ prior written notice to the Collateral Agent, the Borrower and each Lender shall be permitted during normal business hours, and at their own expense, to examine and make copies of the Register in the possession of or under the control of the Collateral Agent relating to this Agreement; provided, however, that (i) such examination shall not interfere with the Collateral Agent’s performance of its normal business and operations, and (ii) the Borrower and each Lender shall comply with all bank rules and regulations while on the premises of the Collateral Agent, and if requested by the Collateral Agent, shall provide all reasonably requested documentation pertaining to the individuals who will be on such premises. (d) Notwithstanding any other provision set forth in this Agreement, no Lender may pledge, grant a security interest in or otherwise encumber all or any portion of its rights under this Agreement in favor of any Person without the prior written consent of the Borrower.

Assignment; Register. (a) The Borrower Each Lender may assign any or all of the Obligations to any Person and, subject to acceptance and recordation thereof by the Agent pursuant to Section 24(b) and receipt by the Agent of a copy of the agreement or instrument pursuant to which such assignment is made (each such agreement or instrument, an “Assignment Agreement”), any such assignee shall not have succeed to all of the right Lenders’ rights with respect thereto; provided that no Lender shall be permitted to effect any such assignment to a competitor of any Company unless an Event of Default has occurred and is continuing. Each Lender may from time to time sell or otherwise grant participations in any of the Obligations and the holder of any such participation shall, subject to the terms of any agreement between such Lender and such holder, be entitled to the same benefits as such Lender with respect to any security for the Obligations in which such holder is a participant. Each Company agrees that each such holder may exercise any and all rights of banker’s lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though such Company were directly indebted to such holder in the amount of such participation. No Company may assign any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of the LendersAgent. No Lender All of the terms, conditions, promises, covenants, provisions and warranties of this Agreement shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person and pursuant to a form of assignment and assumption agreement reasonably acceptable inure to the Borrower benefit of each of the undersigned, and shall bind the Collateral Agentrepresentatives, successors and permitted assigns of each Company. (b) The Collateral Agent shall maintain at its address referred maintain, or cause to in Section 9.02 be maintained, for this purpose only as agent for each Company, (i) a register for copy of each Assignment Agreement delivered to it and (ii) a book entry system, within the recordation meaning of the names U.S. Treasury Regulation Sections 5f.103-1(c) and addresses of the Lenders and the Commitment of, and the Outstanding Principal Balance owing to, each Lender from time to time 1.871-14(c) (the “Register”). The entries , in which it will register the Register shall be conclusive name and binding for all purposes, absent manifest erroraddress of each Lender and the name and address of each assignee of each Lender under this Agreement, and the Borrowerprincipal amount of, and stated interest on, the Collateral Agent Loans owing to each such Lender and assignee pursuant to the terms hereof and each Assignment Agreement. The right, title and interest of the Lenders may and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register, and no assignment thereof shall be effective until recorded therein. The Companies and each Creditor Party shall treat each Person whose name is recorded in the Register as a Lender pursuant to the terms hereof as a Lender and owner of an interest in the Obligations hereunder for all purposes of this Agreement. (c) Upon two (2) Business Days’ prior written , notwithstanding notice to the Collateral Agent, the Borrower and each Lender contrary or any notation of ownership or other writing or any Note. The Register shall be permitted during normal business hoursavailable for inspection by any Company or Lender, at any reasonable time and at their own expensefrom time to time, to examine and make copies of the Register in the possession of or under the control of the Collateral Agent relating to this Agreement; provided, however, that (i) such examination shall not interfere with the Collateral Agent’s performance of its normal business and operations, and (ii) the Borrower and each Lender shall comply with all bank rules and regulations while on the premises of the Collateral Agent, and if requested by the Collateral Agent, shall provide all reasonably requested documentation pertaining to the individuals who will be on such premisesupon reasonable prior notice. (d) Notwithstanding any other provision set forth in this Agreement, no Lender may pledge, grant a security interest in or otherwise encumber all or any portion of its rights under this Agreement in favor of any Person without the prior written consent of the Borrower.

Assignment; Register. (a) The Borrower shall not have the right to assign Each Lender may assign, sell participations in or pledge its rights hereunder or any interest herein and under the Loan Documents without the prior written unanimous consent of Borrower; provided, however, that no such assignment shall be effective until the Lendersparties thereto shall have executed and delivered to the Collateral Agent for acceptance and recording in the Register (as defined below) an Assignment and Acceptance. No Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall have the right cease to be a party hereto). Borrower may not assign or delegate any of its rights rights, interest or obligations hereunder or under any of the Notes or any interest herein or under Loan Documents. The Collateral Agent, on behalf of the Notes except to an Eligible Person and pursuant to a form of assignment and assumption agreement reasonably acceptable to the Borrower and Borrower, shall maintain at the Collateral Agent. (b) The Collateral Agent shall maintain at its 's address referred to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Outstanding Principal Balance Loan owing to, to each Lender from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Collateral Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. . The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Collateral Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (ci) Upon two accept such Assignment and Acceptance, (2ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days’ prior Days after its receipt of written notice request therefor, the Borrower, at its own expense, shall execute and deliver to the Collateral AgentAgent in exchange for any Note surrendered in connection with an assignment hereunder, a new Note to the Borrower and each order of the assignee in an amount equal to the principal amount of the Loan assumed by it and, if the assigning Lender has retained a portion of the Loan hereunder, a new Note to the order of the assigning Lender in an amount equal to such portion retained by it hereunder. Such new Note or Notes shall be permitted during normal business hoursin an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, and at their own expense, to examine and make copies shall be dated the effective date of the Register applicable Assignment and Acceptance and shall otherwise be in substantially the possession form of or under the control of the Collateral Agent relating to this Agreement; provided, however, that (i) such examination shall not interfere with the Collateral Agent’s performance of its normal business and operations, and (ii) the Borrower and each Lender shall comply with all bank rules and regulations while on the premises of the Collateral Agent, and if requested by the Collateral Agent, shall provide all reasonably requested documentation pertaining to the individuals who will be on such premises. (d) Notwithstanding any other provision set forth in this Agreement, no Lender may pledge, grant a security interest in or otherwise encumber all or any portion of its rights under this Agreement in favor of any Person without the prior written consent of the Borrower.Exhibit D.

Assignment; Register. (a) The Borrower shall not have the right to assign Each Lender may assign, sell participations in or pledge its rights hereunder or any interest herein and under the Loan Documents without the prior written unanimous consent of Borrower; provided, however, that no such assignment shall be effective until the Lendersparties thereto shall have executed and delivered to the Collateral Agent for acceptance and recording in the Register (as defined below) an Assignment and Acceptance. No Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall have the right cease to be a party hereto). Borrower may not assign or delegate any of its rights rights, interest or obligations hereunder or under any of the Notes or any interest herein or under Loan Documents. The Collateral Agent, on behalf of the Notes except to an Eligible Person and pursuant to a form of assignment and assumption agreement reasonably acceptable to the Borrower and Borrower, shall maintain at the Collateral Agent. (b) The Collateral Agent shall maintain at its 's address referred to in Section 9.02 10.2 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Outstanding Principal Balance Loan owing to, to each Lender from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Collateral Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. . The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Collateral Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (ci) Upon two accept such Assignment and Acceptance, (2ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days’ prior Days after its receipt of written notice request therefor, the Borrower, at its own expense, shall execute and deliver to the Collateral AgentAgent in exchange for any Note surrendered in connection with an assignment hereunder, a new Note to the Borrower and each order of the assignee in an amount equal to the principal amount of the Loan assumed by it and, if the assigning Lender has retained a portion of the Loan hereunder, a new Note to the order of the assigning Lender in an amount equal to such portion retained by it hereunder. Such new Note or Notes shall be permitted during normal business hoursin an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, and at their own expense, to examine and make copies shall be dated the effective date of the Register applicable Assignment and Acceptance and shall otherwise be in substantially the possession form of or under the control of the Collateral Agent relating to this Agreement; provided, however, that (i) such examination shall not interfere with the Collateral Agent’s performance of its normal business and operations, and (ii) the Borrower and each Lender shall comply with all bank rules and regulations while on the premises of the Collateral Agent, and if requested by the Collateral Agent, shall provide all reasonably requested documentation pertaining to the individuals who will be on such premises. (d) Notwithstanding any other provision set forth in this Agreement, no Lender may pledge, grant a security interest in or otherwise encumber all or any portion of its rights under this Agreement in favor of any Person without the prior written consent of the Borrower.Exhibit D.

Assignment; Register. (a) The Borrower provisions of this Agreement shall not have be binding upon and inure to the right to benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Lenders. No Lender shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person parties hereto, their respective successors and pursuant to a form of assignment and assumption agreement reasonably acceptable assigns permitted hereby and, to the Borrower and extent expressly contemplated hereby, the Collateral Affiliates of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it); provided that, (i) except in the case of an assignment of the entire remaining outstanding amount of the Loans at the time owing to it (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) or in the case of an assignment to an entity described in clause (a), (b) or (c) of the definition of Eligible Assignee, any such assignment shall not be less than $1,000,000, unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed), (ii) the consent of the Administrative Agent shall be required for any such assignment, (iii) if no Event of Default has occurred and is continuing, the consent of the Administrative Borrower, such consent not to be unreasonably withheld, delayed or conditioned, shall be required for any such assignment, and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance and shall pay to the Administrative Agent a $3500 assignment fee. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SECTION 14.10, from and after the Closing Date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTION 3.04, SECTION 4.02, SECTION 4.03 and SECTION 14.18 to the extent any claim thereunder relates to an event arising or such Lender’s status or activity as Lender prior to such assignment. (c) Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this SECTION 14.10 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this SECTION 14.10. (d) The Collateral Agent Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at its address referred the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to in Section 9.02 it and a register for the recordation of the names and addresses of the Lenders Lenders, and the Commitment of, and principal amount of the Outstanding Principal Balance Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the BorrowerBorrowers, the Collateral Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Borrowers may request in writing a copy of the Register from time to time and the Administrative Agent will promptly deliver a copy of such Register to the Administrative Borrower promptly thereafter. (ce) Upon two (2) Business Days’ prior written Any Lender may, without the consent of, or notice to to, the Collateral Administrative Borrower or the Administrative Agent, the Borrower and each Lender shall be permitted during normal business hours, and at their own expense, sell participations to examine and make copies one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Register in the possession of or under the control of the Collateral Agent relating Loans owing to this Agreementit); provided, however, provided that (i) such examination Lender’s obligations under this Agreement shall not interfere with remain unchanged, (ii) such Lender shall remain solely responsible to the Collateral Agent’s other parties hereto for the performance of its normal business and operationssuch obligations, and (iiiii) the Borrower Borrowers, the Agents, the Issuing Bank and each the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall comply with all bank rules retain the sole right to enforce this Agreement and regulations while on to approve any amendment, modification or waiver of any provision of this Agreement, provided that such agreement or instrument may provide that such Lender will not, without the premises consent of the Collateral AgentParticipant, and if requested by agree to any amendment, modification or waiver described in SECTION 14.02(a) that affects such Participant. Subject to paragraph (f) of this SECTION 14.10 the Collateral Agent, Borrowers agree that each Participant shall provide all reasonably requested documentation pertaining be entitled to the individuals who will benefits of SECTION 3.04, SECTION 4.02 and SECTION 4.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this SECTION 14.10. To the extent permitted by law, each Participant also shall be on entitled to the benefits of SECTION 14.06 as though it were a Lender, provided such premisesParticipant agrees to be subject to SECTION 3.03 as though it were a Lender. (df) Notwithstanding A Participant shall not be entitled to receive any other provision set forth in this Agreementgreater payment under SECTION 3.04 or ARTICLE IV than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, no unless the sale of the participation to such Participant is made with the Administrative Borrower’s prior written consent. A Participant shall be subject to SECTION 14.03 as though it were a Lender. A Participant that would be a Non-U.S. Lender may pledgeif it were a Lender shall not be entitled to the benefits of SECTION 3.04 unless the Administrative Borrower is notified of the participation sold to such Participant and such Participant agrees, grant for the benefit of the Borrowers, to comply with SECTION 3.04 and SECTION 12.14 as though it were a Lender. (g) Any Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest in or otherwise encumber all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, (i) any pledge or assignment to secure obligations to a Federal Reserve Bank, and (ii) in favor the case of any Person without the prior written consent Lender that is a Fund, any pledge or assignment of the Borrowerall or any portion of such Lender’s rights under this Agreement to any holders of obligations owed, or securities issued, by such Lender as security for such obligations or securities, or to any trustee for, or any other representative of, such holders, and this SECTION 14.10(g) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Assignment; Register. (a) The Borrower Each Lender may assign any or all of the Obligations to any Person and, subject to acceptance and recordation thereof by the Agent pursuant to Section 24(b) and receipt by the Agent of a copy of the agreement or instrument pursuant to which such assignment is made (each such agreement or instrument, an “Assignment Agreement”), any such assignee shall succeed to all of such Lender’s rights with respect thereto; provided that no Lender shall be permitted to effect any such assignment to a direct competitor of Biovest unless an Event of Default has occurred and is continuing and such Lender has given Biovest no less than fifteen (15) Business Days prior notice of such assignment. Each Lender may from time to time sell or otherwise grant participations in any of the Obligations and the holder of any such participation shall, subject to the terms of any agreement between such Lender and such holder, be entitled to the same benefits as such Lender with respect to any security for the Obligations in which such holder is a participant. Biovest agrees that each such holder may exercise any and all rights of banker’s lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though Biovest were directly indebted to such holder in the amount of such participation. Biovest may not have the right to assign any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of the LendersAgent. No Lender All of the terms, conditions, promises, covenants, provisions and warranties of this Agreement shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person and pursuant to a form of assignment and assumption agreement reasonably acceptable inure to the Borrower benefit of each of the undersigned, and shall bind the representatives, successors and permitted assigns of Biovest and the Collateral AgentCreditor Parties. (b) The Collateral Agent shall maintain at its address referred maintain, or cause to in Section 9.02 be maintained, for this purpose only as agent for each Lender, (i) a register for copy of each Assignment Agreement delivered to it and (ii) a book entry system, within the recordation meaning of the names U.S. Treasury Regulation Sections 5f.103-1(c) and addresses of the Lenders and the Commitment of, and the Outstanding Principal Balance owing to, each Lender from time to time 1.871-14(c) (the “Register”). The entries , in which it will register the Register shall be conclusive name and binding for all purposes, absent manifest erroraddress of each Lender and the name and address of each assignee of each Lender under this Agreement, and the Borrowerprincipal amount of, and stated interest on, the Collateral Agent BVTI Term Loans owing to each such Lender and assignee pursuant to the terms hereof and each Assignment Agreement. The right, title and interest of the Lenders may and their assignees in and to such BVTI Term Loans shall be transferable only upon notation of such transfer in the Register, and no assignment thereof shall be effective until recorded therein. Biovest and each Creditor Party shall treat each Person whose name is recorded in the Register as a Lender pursuant to the terms hereof as a Lender and owner of an interest in the Obligations hereunder for all purposes of this Agreement. (c) Upon two (2) Business Days’ prior written , notwithstanding notice to the Collateral Agent, the Borrower and each Lender contrary or any notation of ownership or other writing or any BVTI Term Note. The Register shall be permitted during normal business hoursavailable for inspection by Biovest or Lender, at any reasonable time and at their own expensefrom time to time, to examine and make copies of the Register in the possession of or under the control of the Collateral Agent relating to this Agreement; provided, however, that (i) such examination shall not interfere with the Collateral Agent’s performance of its normal business and operations, and (ii) the Borrower and each Lender shall comply with all bank rules and regulations while on the premises of the Collateral Agent, and if requested by the Collateral Agent, shall provide all reasonably requested documentation pertaining to the individuals who will be on such premisesupon reasonable prior notice. (d) Notwithstanding any other provision set forth in this Agreement, no Lender may pledge, grant a security interest in or otherwise encumber all or any portion of its rights under this Agreement in favor of any Person without the prior written consent of the Borrower.

Assignment; Register. (a) The Borrower provisions of this Agreement shall not have be binding upon and inure to the right to benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Lenders. No Lender shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person parties hereto, their respective successors and pursuant to a form of assignment and assumption agreement reasonably acceptable assigns permitted hereby and, to the Borrower and extent expressly contemplated hereby, the Collateral Affiliates of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining outstanding amount of the Loans at the time owing to it (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) or in the case of an assignment to an entity described in clause (a), (b) or (c) of the definition of Eligible Assignee, any such assignment shall not be less than $1,000,000, unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed), and (ii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.04, 4.03, 4.04 and 14.17 to the extent any claim thereunder relates to an event arising or such Lender’s status or activity as Lender prior to such assignment. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, an Eligible Assignee, the Administrative Agent and any other Person whose consent is required by this Section 14.10, together with a processing and recordation fee of $3,500 (except in the case of an assignment to an Affiliate of the assigning Lender or an Approved Fund of the assigning Lender, the processing and recordation fee shall be $500), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and an original tax form. (c) Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.10 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section. (d) The Collateral Agent Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to in Section 9.02 it and a register for the recordation of the names and addresses of the Lenders Lenders, and the Commitment of, and principal amount of the Outstanding Principal Balance Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the Borrower, the Collateral Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender (for purposes of confirming its Commitment only), at any reasonable time and from time to time upon reasonable prior notice. The Borrower may request in writing a copy of the Register from time to time and the Administrative Agent will promptly deliver a copy of such Register to the Borrower promptly thereafter. (ce) Upon two (2) Business Days’ prior written Any Lender may, without the consent of, or notice to the Collateral Agentto, the Borrower and each Lender shall be permitted during normal business hoursor the Administrative Agent, and at their own expense, sell participations to examine and make copies one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Register in the possession of or under the control of the Collateral Agent relating Loans owing to this Agreementit); provided, however, provided that (i) such examination Lender’s obligations under this Agreement shall not interfere with remain unchanged, (ii) such Lender shall remain solely responsible to the Collateral Agent’s other parties hereto for the performance of its normal business and operations, such obligations and (iiiii) the Borrower and each the Lender Group shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall comply with all bank rules retain the sole right to enforce this Agreement and regulations while on to approve any amendment, modification or waiver of any provision of this Agreement, provided that such agreement or instrument may provide that such Lender will not, without the premises consent of the Collateral AgentParticipant, and if requested by agree to any amendment, modification or waiver described in clauses (a)(ii) or (a)(iii) of the Collateral Agent, proviso to Section 14.02 that affects such Participant. Subject to paragraph (f) of this Section the Borrower agrees that each Participant shall provide all reasonably requested documentation pertaining be entitled to the individuals who will benefits of Sections 3.04, 4.03 and 4.04 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be on entitled to the benefits of Section 14.06 as though it were a Lender, provided such premisesParticipant agrees to be subject to Section 3.03 as though it were a Lender. (df) Notwithstanding A Participant shall not be entitled to receive any other provision set forth in this Agreementgreater payment under Section 3.04 or Article IV than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, no unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Non-U.S. Lender may pledgeif it were a Lender shall not be entitled to the benefits of Section 3.04 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, grant for the benefit of the Borrower, to comply with Section 3.04 as though it were a Lender. (g) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in or otherwise encumber all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation (i) any pledge or assignment to secure obligations to a Federal Reserve Bank and (ii) in favor the case of any Person without the prior written consent Lender that is a Fund, any pledge or assignment of the Borrowerall or any portion of such Lender’s rights under this Agreement to any holders of obligations owed, or securities issued, by such Lender as security for such obligations or securities, or to any trustee for, or any other representative of, such holders, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Assignment; Register. (a) The Borrower provisions of this Agreement shall not have be binding upon and inure to the right to benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Lenders. No Lender shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person parties hereto, their respective successors and pursuant to a form of assignment and assumption agreement reasonably acceptable assigns permitted hereby and, to the Borrower and extent expressly contemplated hereby, the Collateral Affiliates of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Obligations at the time owing to it); provided that, (i) except in the case of an assignment of the entire remaining outstanding amount of the Term Loan Obligations at the time owing to it (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) or in the case of an assignment to an entity described in clause (a), (b) or (c) of the definition of Eligible Assignee, any such assignment shall not be less than $1,000,000, unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed), (ii) the consent of the Administrative Agent shall be required for any such assignment, (iii) if no Event of Default has occurred and is continuing, the consent of the Administrative Borrower, such consent not to be unreasonably withheld, delayed or conditioned, shall be required for any such assignment, and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance and shall pay to the Administrative Agent a $3500 assignment fee. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SECTION 14.10, from and after the Closing Date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTION 3.04, SECTION 4.02, SECTION 4.03 and SECTION 14.18 to the extent any claim thereunder relates to an event arising or such Lender’s status or activity as Lender prior to such assignment. (c) Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this SECTION 14.10 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this SECTION 14.10. (d) The Collateral Agent Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at its address referred the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to in Section 9.02 it and a register for the recordation of the names and addresses of the Lenders Lenders, and the Commitment of, and principal amount of the Outstanding Principal Balance Term Loan Obligation owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the BorrowerBorrowers, the Collateral Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Borrowers may request in writing a copy of the Register from time to time and the Administrative Agent will promptly deliver a copy of such Register to the Administrative Borrower promptly thereafter. (ce) Upon two (2) Business Days’ prior written Any Lender may, without the consent of, or notice to to, the Collateral Administrative Borrower or the Administrative Agent, the Borrower and each Lender shall be permitted during normal business hours, and at their own expense, sell participations to examine and make copies one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Register in the possession of or under the control of the Collateral Agent relating Term Loan Obligations owing to this Agreementit); providedprovided that, however, that (i) such examination Lender’s obligations under this Agreement shall not interfere with remain unchanged, (ii) such Lender shall remain solely responsible to the Collateral Agent’s other parties hereto for the performance of its normal business and operationssuch obligations, and (iiiii) the Borrower Borrowers, the Agents, the Issuing Bank and each the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall comply with all bank rules retain the sole right to enforce this Agreement and regulations while on to approve any amendment, modification or waiver of any provision of this Agreement, provided that such agreement or instrument may provide that such Lender will not, without the premises consent of the Collateral AgentParticipant, and if requested by agree to any amendment, modification or waiver described in SECTION 14.02(a) that affects such Participant. Subject to paragraph (f) of this SECTION 14.10 the Collateral Agent, Borrowers agree that each Participant shall provide all reasonably requested documentation pertaining be entitled to the individuals who will benefits of SECTION 3.04, SECTION 4.02 and SECTION 4.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this SECTION 14.10. To the extent permitted by law, each Participant also shall be on entitled to the benefits of SECTION 14.06 as though it were a Lender, provided such premisesParticipant agrees to be subject to SECTION 3.03 as though it were a Lender. (df) Notwithstanding A Participant shall not be entitled to receive any other provision set forth in this Agreementgreater payment under SECTION 3.04 or ARTICLE IV than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, no unless the sale of the participation to such Participant is made with the Administrative Borrower’s prior written consent. A Participant shall be subject to SECTION 14.03 as though it were a Lender. A Participant that would be a Non-U.S. Lender may pledgeif it were a Lender shall not be entitled to the benefits of SECTION 3.04 unless the Administrative Borrower is notified of the participation sold to such Participant and such Participant agrees, grant for the benefit of the Borrowers, to comply with SECTION 3.04 and SECTION 12.14 as though it were a Lender. (g) Any Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest in or otherwise encumber all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation (i) any pledge or assignment to secure obligations to a Federal Reserve Bank, and (ii) in favor the case of any Person without the prior written consent Lender that is a Fund, any pledge or assignment of the Borrowerall or any portion of such Lender’s rights under this Agreement to any holders of obligations owed, or securities issued, by such Lender as security for such obligations or securities, or to any trustee for, or any other representative of, such holders, and this SECTION 14.10(g) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Assignment; Register. (a) The Borrower provisions of this Agreement shall not have be binding upon and inure to the right to benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Lenders. No Lender shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person parties hereto, their ­NY12534:166729.34 respective successors and pursuant to a form of assignment and assumption agreement reasonably acceptable assigns permitted hereby and, to the Borrower and extent expressly contemplated hereby, the Collateral Affiliates of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining outstanding amount of the Loans at the time owing to it (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) or in the case of an assignment to an entity described in clause (a), (b) or (c) of the definition of Eligible Assignee, any such assignment shall not be less than $1,000,000, unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed), and (ii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.04, 4.03, 4.04 and 14.17 to the extent any claim thereunder relates to an event arising or such Lender’s status or activity as Lender prior to such assignment. (c) Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.10 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section. (d) The Collateral Agent Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to in Section 9.02 it and a register for the recordation of the names and addresses of the Lenders Lenders, and the Commitment of, and principal amount of the Outstanding Principal Balance Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the Borrower, the Collateral Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Borrower may request in writing a copy of the Register from time to time and the Administrative Agent will promptly deliver a copy of such Register to the Borrower promptly thereafter. (ce) Upon two (2) Business Days’ prior written Any Lender may, without the consent of, or notice to the Collateral Agentto, the Borrower and each Lender shall be permitted during normal business hoursor the Administrative Agent, and at their own expense, sell participations to examine and make copies one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Register in the possession of or under the control of the Collateral Agent relating Loans owing to this Agreementit); provided, however, provided that (i) such examination Lender’s obligations under this ­NY12534:166729.34 Agreement shall not interfere with remain unchanged, (ii) such Lender shall remain solely responsible to the Collateral Agent’s other parties hereto for the performance of its normal business and operations, such obligations and (iiiii) the Borrower and each the Lender Group shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall comply with all bank rules retain the sole right to enforce this Agreement and regulations while on to approve any amendment, modification or waiver of any provision of this Agreement, provided that such agreement or instrument may provide that such Lender will not, without the premises consent of the Collateral AgentParticipant, and if requested by agree to any amendment, modification or waiver described in clauses (a)(ii) or (a)(iii) of the Collateral Agent, proviso to Section 14.02 that affects such Participant. Subject to paragraph (e) of this Section the Borrower agrees that each Participant shall provide all reasonably requested documentation pertaining be entitled to the individuals who will benefits of Sections 3.04, 4.03 and 4.04 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be on entitled to the benefits of Section 14.06 as though it were a Lender, provided such premisesParticipant agrees to be subject to Section 3.03 as though it were a Lender. (df) Notwithstanding A Participant shall not be entitled to receive any other provision set forth in this Agreementgreater payment under Section 3.04 or Article IV than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, no unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Non-U.S. Lender may pledgeif it were a Lender shall not be entitled to the benefits of Section 3.04 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, grant for the benefit of the Borrower, to comply with Section 3.04 as though it were a Lender. (g) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in or otherwise encumber all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation (i) any pledge or assignment to secure obligations to a Federal Reserve Bank and (ii) in favor the case of any Person without the prior written consent Lender that is a Fund, any pledge or assignment of the Borrowerall or any portion of such Lender’s rights under this Agreement to any holders of obligations owed, or securities issued, by such Lender as security for such obligations or securities, or to any trustee for, or any other representative of, such holders, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Assignment; Register. (a) The Borrower provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrowers may not have the right to assign or otherwise transfer any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of each DIP Lender (and any attempted assignment or transfer by Borrowers without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Lenders. No Lender shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person parties hereto, their respective successors and pursuant to a form of assignment and assumption agreement reasonably acceptable assigns permitted hereby and, to the Borrower and extent expressly contemplated hereby, the Collateral Affiliates of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any DIP Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its DIP Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining outstanding amount of the DIP Loans at the time owing to it (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) or in the case of an assignment to an entity described in clause (a), (b) or (c) of the definition of Eligible Assignee, any such assignment shall not be less than $250,000, unless the Administrative Agent otherwise consents, such consent not to be unreasonably withheld or delayed (and if no Event of Default has occurred and is continuing, Borrowers consent, such consent not to be unreasonably withheld or delayed), and (ii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance. An Eligible Assignee shall not be entitled to receive any greater payment under Section 3.04 than the applicable DIP Lender would have been entitled to receive under this Agreement, unless the assignment by such DIP Lender of all or a portion of its rights and obligations under this Agreement to such Eligible Assignee is made with Borrowers’ prior written consent. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.08(c), from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a DIP Lender under this Agreement, and the assigning DIP Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and, in the case of an Assignment and Acceptance covering all of the assigning DIP Lender’s rights and obligations under this Agreement, such DIP Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 3.04, Section 4.02 and Section 13.15 to the extent any claim thereunder relates to an event arising or such DIP Lender’s status or activity as DIP Lender prior to such assignment. (c) Any assignment or transfer by a DIP Lender of rights or obligations under this Agreement that does not comply with this Section 13.08 shall be treated for purposes of this Agreement as a sale by such DIP Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section 13.08. (d) The Collateral Agent Administrative Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at its address referred the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to in Section 9.02 it and a register for the recordation of the names and addresses of the Lenders DIP Lenders, and the Commitment of, and principal amount of the Outstanding Principal Balance DIP Loan owing to, each DIP Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the BorrowerBorrowers, the Collateral Administrative Agent and the DIP Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a DIP Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any DIP Lender, at any reasonable time and from time to time upon reasonable prior notice. Borrowers may request in writing a copy of the Register from time to time and the Administrative Agent will deliver a copy of such Register to Borrowers promptly thereafter. (ce) Upon two (2) Business Days’ prior written Any DIP Lender may, without the consent of, or notice to to, Borrowers or the Collateral Administrative Agent, the Borrower and each Lender shall be permitted during normal business hours, and at their own expense, sell participations to examine and make copies one or more banks or other entities (a “Participant”) in all or a portion of such DIP Lender’s rights and/or obligations under this Agreement (including all or a portion of the Register in the possession of or under the control of the Collateral Agent relating DIP Loans owing to this Agreementit); provided, however, provided that (i) such examination DIP Lender’s obligations under this Agreement shall not interfere with the Collateral Agent’s performance of its normal business and operationsremain unchanged, and (ii) the Borrower and each such DIP Lender shall comply remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrowers and the Lender Group shall continue to deal solely and directly with all bank rules such DIP Lender in connection with such DIP Lender’s rights and regulations while on obligations under this Agreement. Any agreement or instrument pursuant to which a DIP Lender sells such a participation shall provide that such DIP Lender shall retain the premises sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement, provided that such agreement or instrument may provide that such DIP Lender will not, without the consent of the Collateral AgentParticipant, and if requested by agree to any amendment, modification or waiver described in clauses (a) or (b) of the Collateral Agentproviso to Section 13.02 that affects such Participant. Subject to paragraph (f) of this Section 13.08, Borrowers agree that each Participant shall provide all reasonably requested documentation pertaining be entitled to the individuals who will benefits of Section 3.04 and Section 4.02 to the same extent as if it were a DIP Lender and had acquired its interest by assignment pursuant to Section 13.08(b). To the extent permitted by law, each Participant also shall be on entitled to the benefits of Section 13.05 as though it were a DIP Lender, provided such premisesParticipant agrees to be subject to Section 3.03 as though it were a DIP Lender. (df) Notwithstanding A Participant shall not be entitled to receive any other provision set forth greater payment under Section 3.04 or ARTICLE IV than the applicable DIP Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrowers’ prior written consent. A Participant shall be subject to Section 13.03 as though it were a DIP Lender. A Participant that is not a United States Person (as defined in this AgreementSection 7701(a)(30) of the Code) shall not be entitled to the benefits of Section 3.04 unless Borrowers are notified of the participation sold to such Participant and such Participant agrees, no for the benefit of Borrowers, to comply with Section 3.04 as though it were a DIP Lender. (g) Any DIP Lender may pledgemay, grant without the consent of Borrowers or the Administrative Agent, at any time pledge or assign a security interest in or otherwise encumber all or any portion of its rights under this Agreement to secure obligations of such DIP Lender, including without limitation (i) any pledge or assignment to secure obligations to a Federal Reserve Bank and (ii) in favor the case of any Person without the prior written consent DIP Lender that is a Fund, any pledge or assignment of the Borrowerall or any portion of such DIP Lender’s rights under this Agreement to any holders of obligations owed, or securities issued, by such DIP Lender as security for such obligations or securities, or to any trustee for, or any other representative of, such holders, and this Section 13.08(g) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a DIP Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such DIP Lender as a party hereto.

Assignment; Register. (a) The Borrower Each Lender may assign any or all of the Obligations to any Person and, subject to acceptance and recordation thereof by the Agent pursuant to Section 24(b) and receipt by the Agent of a copy of the agreement or instrument pursuant to which such assignment is made (each such agreement or instrument, an “Assignment Agreement”), any such assignee shall succeed to all of such Lender’s rights with respect thereto; provided that no Lender shall be permitted to effect any such assignment to a direct competitor of Accentia unless an Event of Default has occurred and is continuing and such Lender has given Accentia no less than fifteen (15) Business Days prior notice of such assignment. Each Lender may from time to time sell or otherwise grant participations in any of the Obligations and the holder of any such participation shall, subject to the terms of any agreement between such Lender and such holder, be entitled to the same benefits as such Lender with respect to any security for the Obligations in which such holder is a participant. Accentia agrees that each such holder may exercise any and all rights of banker’s lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though Accentia were directly indebted to such holder in the amount of such participation. Accentia may not have the right to assign any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of the LendersAgent. No Lender All of the terms, conditions, promises, covenants, provisions and warranties of this Agreement shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person and pursuant to a form of assignment and assumption agreement reasonably acceptable inure to the Borrower benefit of each of the undersigned, and shall bind the representatives, successors and permitted assigns of Accentia and the Collateral AgentCreditor Parties. (b) The Collateral Agent shall maintain at its address referred maintain, or cause to in Section 9.02 be maintained, for this purpose only as agent for each Lender, (i) a register for copy of each Assignment Agreement delivered to it and (ii) a book entry system, within the recordation meaning of the names U.S. Treasury Regulation Sections 5f.103-1(c) and addresses of the Lenders and the Commitment of, and the Outstanding Principal Balance owing to, each Lender from time to time 1.871-14(c) (the “Register”). The entries , in which it will register the Register shall be conclusive name and binding for all purposes, absent manifest erroraddress of each Lender and the name and address of each assignee of each Lender under this Agreement, and the Borrowerprincipal amount of, and stated interest on, the Collateral Agent Accentia Term Loans owing to each such Lender and assignee pursuant to the terms hereof and each Assignment Agreement. The right, title and interest of the Lenders may and their assignees in and to such Accentia Term Loans shall be transferable only upon notation of such transfer in the Register, and no assignment thereof shall be effective until recorded therein. Accentia and each Creditor Party shall treat each Person whose name is recorded in the Register as a Lender pursuant to the terms hereof as a Lender and owner of an interest in the Obligations hereunder for all purposes of this Agreement. (c) Upon two (2) Business Days’ prior written , notwithstanding notice to the Collateral Agent, the Borrower and each Lender contrary or any notation of ownership or other writing or any Accentia Term Note. The Register shall be permitted during normal business hoursavailable for inspection by Accentia or Lender, at any reasonable time and at their own expensefrom time to time, to examine and make copies of the Register in the possession of or under the control of the Collateral Agent relating to this Agreement; provided, however, that (i) such examination shall not interfere with the Collateral Agent’s performance of its normal business and operations, and (ii) the Borrower and each Lender shall comply with all bank rules and regulations while on the premises of the Collateral Agent, and if requested by the Collateral Agent, shall provide all reasonably requested documentation pertaining to the individuals who will be on such premisesupon reasonable prior notice. (d) Notwithstanding any other provision set forth in this Agreement, no Lender may pledge, grant a security interest in or otherwise encumber all or any portion of its rights under this Agreement in favor of any Person without the prior written consent of the Borrower.

Assignment; Register. (a) The Borrower Each Lender may assign any or all of the Obligations to any Person and, subject to acceptance and recordation thereof by the Agent pursuant to Section 24(b) and receipt by the Agent of a copy of the agreement or instrument pursuant to which such assignment is made (each such agreement or instrument, an “Assignment Agreement”), any such assignee shall not have succeed to all of the right Lenders’ rights with respect thereto; provided that no Lender shall be permitted to effect any such assignment to a direct competitor of any Company unless an Event of Default has occurred and is continuing and such Lender has given Company Agent no less than fifteen (15) Business Days prior notice of such assignment. Each Lender may from time to time sell or otherwise grant participations in any of the Obligations and the holder of any such participation shall, subject to the terms of any agreement between such Lender and such holder, be entitled to the same benefits as such Lender with respect to any security for the Obligations in which such holder is a participant. Each Company agrees that each such holder may exercise any and all rights of banker’s lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though such Company were directly indebted to such holder in the amount of such participation. No Company may assign any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of the LendersAgent. No Lender All of the terms, conditions, promises, covenants, provisions and warranties of this Agreement shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person and pursuant to a form of assignment and assumption agreement reasonably acceptable inure to the Borrower benefit of each of the undersigned, and shall bind the Collateral Agentrepresentatives, successors and permitted assigns of each Company. (b) The Collateral Agent shall maintain at its address referred maintain, or cause to in Section 9.02 be maintained, for this purpose only as agent for each Company, (i) a register for copy of each Assignment Agreement delivered to it and (ii) a book entry system, within the recordation meaning of the names U.S. Treasury Regulation Sections 5f.103-1(c) and addresses of the Lenders and the Commitment of, and the Outstanding Principal Balance owing to, each Lender from time to time 1.871-14(c) (the “Register”). The entries , in which it will register the Register shall be conclusive name and binding for all purposes, absent manifest erroraddress of each Lender and the name and address of each assignee of each Lender under this Agreement, and the Borrowerprincipal amount of, and stated interest on, the Collateral Agent Loans owing to each such Lender and assignee pursuant to the terms hereof and each Assignment Agreement. The right, title and interest of the Lenders may and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register, and no assignment thereof shall be effective until recorded therein. The Companies and each Creditor Party shall treat each Person whose name is recorded in the Register as a Lender pursuant to the terms hereof as a Lender and owner of an interest in the Obligations hereunder for all purposes of this Agreement. (c) Upon two (2) Business Days’ prior written , notwithstanding notice to the Collateral Agent, the Borrower and each Lender contrary or any notation of ownership or other writing or any Note. The Register shall be permitted during normal business hoursavailable for inspection by any Company or Lender, at any reasonable time and at their own expensefrom time to time, to examine and make copies of the Register in the possession of or under the control of the Collateral Agent relating to this Agreement; provided, however, that (i) such examination shall not interfere with the Collateral Agent’s performance of its normal business and operations, and (ii) the Borrower and each Lender shall comply with all bank rules and regulations while on the premises of the Collateral Agent, and if requested by the Collateral Agent, shall provide all reasonably requested documentation pertaining to the individuals who will be on such premisesupon reasonable prior notice. (d) Notwithstanding any other provision set forth in this Agreement, no Lender may pledge, grant a security interest in or otherwise encumber all or any portion of its rights under this Agreement in favor of any Person without the prior written consent of the Borrower.

Assignment; Register. (a) The Borrower provisions of this Agreement shall not have be binding upon and inure to the right to benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Lenders. No Lender shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person parties hereto, their respective successors and pursuant to a form of assignment and assumption agreement reasonably acceptable assigns permitted hereby and, to the Borrower and extent expressly contemplated hereby, the Collateral Affiliates of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining outstanding amount of the Loans at the time owing to it (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) or an assignment to an entity described in clause (a), (b) or (c) of the definition of Eligible Assignee, any such assignment shall not be less than $1,000,000, unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed), (ii) any assignment by Non-Funding Lenders shall be subject to the Administrative Agent’s prior written consent in all instances, (iii) such assignment shall be effective only upon the acknowledgement in writing of such assignment by the Administrative Agent, and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance and shall pay to the Administrative Agent a $3500 assignment fee. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SECTION 14.10, from and after the Closing Date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTION 3.04, SECTION 4.02, SECTION 4.03 and SECTION 14.18 to the extent any claim thereunder relates to an event arising or such Lender’s status or activity as Lender prior to such assignment. (c) Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this SECTION 14.10 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this SECTION 14.10. (d) The Collateral Agent Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at its address referred the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to in Section 9.02 it and a register for the recordation of the names and addresses of the Lenders Lenders, and the Commitment of, and principal amount of the Outstanding Principal Balance Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the BorrowerBorrowers, the Collateral Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Borrowers may request in writing a copy of the Register from time to time and the Administrative Agent will promptly deliver a copy of such Register to the Administrative Borrower promptly thereafter. (ce) Upon two (2) Business Days’ prior written Any Lender may, without the consent of, or notice to to, the Collateral Administrative Borrower or the Administrative Agent, the Borrower and each Lender shall be permitted during normal business hours, and at their own expense, sell participations to examine and make copies one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Register in the possession of or under the control of the Collateral Agent relating Loans owing to this Agreementit); provided, however, provided that (i) such examination Lender’s obligations under this Agreement shall not interfere with remain unchanged, (ii) such Lender shall remain solely responsible to the Collateral Agent’s other parties hereto for the performance of its normal business and operationssuch obligations, and (iiiii) the Borrower Borrowers, the Agents, the Issuing Bank and each the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall comply with all bank rules retain the sole right to enforce this Agreement and regulations while on to approve any amendment, modification or waiver of any provision of this Agreement, provided that such agreement or instrument may provide that such Lender will not, without the premises consent of the Collateral AgentParticipant, and if requested by agree to any amendment, modification or waiver described in SECTION 14.02(a) that affects such Participant. Subject to paragraph (f) of this SECTION 14.10 the Collateral Agent, Borrowers agree that each Participant shall provide all reasonably requested documentation pertaining be entitled to the individuals who will benefits of SECTION 3.04, SECTION 4.02 and SECTION 4.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this SECTION 14.10. To the extent permitted by law, each Participant also shall be on entitled to the benefits of SECTION 14.06 as though it were a Lender, provided such premisesParticipant agrees to be subject to SECTION 3.03 as though it were a Lender. (df) Notwithstanding A Participant shall not be entitled to receive any other provision set forth in this Agreementgreater payment under SECTION 3.04 or ARTICLE IV than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, no unless the sale of the participation to such Participant is made with the Administrative Borrower’s prior written consent. A Participant shall be subject to SECTION 14.03 as though it were a Lender. A Participant that would be a Non-U.S. Lender may pledgeif it were a Lender shall not be entitled to the benefits of SECTION 3.04 unless the Administrative Borrower is notified of the participation sold to such Participant and such Participant agrees, grant for the benefit of the Borrowers, to comply with SECTION 3.04 and SECTION 12.14 as though it were a Lender. (g) Any Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest in or otherwise encumber all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, (i) any pledge or assignment to secure obligations to a Federal Reserve Bank, and (ii) in favor the case of any Person without the prior written consent Lender that is a Fund, any pledge or assignment of the Borrowerall or any portion of such Lender’s rights under this Agreement to any holders of obligations owed, or securities issued, by such Lender as security for such obligations or securities, or to any trustee for, or any other representative of, such holders, and this SECTION 14.10(g) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Assignment; Register. (a) The Borrower provisions of this Agreement shall not have be binding upon and inure to the right to benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Lenders. No Lender shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person parties hereto, their respective successors and pursuant to a form of assignment and assumption agreement reasonably acceptable assigns permitted hereby and, to the Borrower and extent expressly contemplated hereby, the Collateral Affiliates of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining outstanding amount of the Loans at the time owing to it (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) or an assignment to an entity described in clause (a), (b) or (c) of the definition of Eligible Assignee, any such assignment shall not be less than $1,000,000, unless the Administrative Agent (with the consent of the Required Lenders) otherwise consents (such consent not to be unreasonably withheld or delayed), (ii) any assignment by Non-Funding Lenders shall be subject to the prior written consent of the Administrative Agent (with the consent of the Required Lenders) in all instances, (iii) such assignment shall be effective only upon the acknowledgement in writing of such assignment by the Administrative Agent, and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance and, unless waived by the Administrative Agent, shall pay to the Administrative Agent a $3500 assignment fee. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SECTION 14.10, from and after the Closing Date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTION 3.04, SECTION 4.02, SECTION 4.03 and SECTION 14.18 to the extent any claim thereunder relates to an event arising or such Lender’s status or activity as Lender prior to such assignment. Substantially contemporaneously with any assignment of Loans pursuant to this SECTION 14.10, the Administrative Agent shall notify the Borrower thereof; provided that the failure to provide such notice shall not affect the effectiveness of such assignment. (c) Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this SECTION 14.10 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this SECTION 14.10. (d) The Collateral Agent Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to in Section 9.02 it and a register for the recordation of the names and addresses of the Lenders Lenders, and the Commitment of, and principal amount of the Outstanding Principal Balance Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the Borrower, the Collateral Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Borrower may request in writing a copy of the Register from time to time and the Administrative Agent will promptly deliver a copy of such Register to the Borrower promptly thereafter. (ce) Upon two (2) Business Days’ prior written Any Lender may, without the consent of or notice to the Collateral Agentto, the Borrower and each Lender shall be permitted during normal business hoursthe Administrative Agent, and at their own expensesell participations to one or more banks or other entities, to examine and make copies other than a Disqualified Institution (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Register in the possession of or under the control of the Collateral Agent relating Loans owing to this Agreementit); provided, however, provided that (i) such examination Lender’s obligations under this Agreement shall not interfere with remain unchanged, (ii) such Lender shall remain solely responsible to the Collateral Agent’s other parties hereto for the performance of its normal business and operationssuch obligations, and (iiiii) the Borrower Borrower, the Agents, the Issuing Bank and each the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall comply with all bank rules retain the sole right to enforce this Agreement and regulations while on the premises to approve any amendment, modification or waiver of the Collateral Agent, and if requested by the Collateral Agent, shall provide all reasonably requested documentation pertaining to the individuals who will be on such premises. (d) Notwithstanding any other provision set forth in of this Agreement, no provided that such agreement or instrument may provide that such Lender may pledgewill not, grant a security interest in or otherwise encumber all or any portion of its rights under this Agreement in favor of any Person without the prior written consent of the Borrower.Participant, agree to any amendment, modification or waiver described in SECTION 14.02(a) that affects such Participant. Subject to paragraph (f) of this SECTION 14.10 the Borrower agrees that each Participant shall be entitled to the benefits of

Assignment; Register. (a) The Borrower Each Lender may assign any or all of the Obligations to any Person and, subject to acceptance and recordation thereof by the Agent pursuant to Section 24(b) and receipt by the Agent of a copy of the agreement or instrument pursuant to which such assignment is made (each such agreement or instrument, an “Assignment Agreement”), any such assignee shall not have succeed to all of the right Lenders’ rights with respect thereto; provided that no Lender shall be permitted to effect any such assignment to a direct competitor of any Company unless an Event of Default has occurred and is continuing. Each Lender may from time to time sell or otherwise grant participations in any of the Obligations and the holder of any such participation shall, subject to the terms of any agreement between such Lender and such holder, be entitled to the same benefits as such Lender with respect to any security for the Obligations in which such holder is a participant. Each Company agrees that each such holder may exercise any and all rights of banker’s lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though such Company were directly indebted to such holder in the amount of such participation. No Company may assign any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of the LendersAgent. No Lender All of the terms, conditions, promises, covenants, provisions and warranties of this Agreement shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person and pursuant to a form of assignment and assumption agreement reasonably acceptable inure to the Borrower benefit of each of the undersigned, and shall bind the Collateral Agentrepresentatives, successors and permitted assigns of each Company. (b) The Collateral Agent shall maintain at its address referred maintain, or cause to in Section 9.02 be maintained, for this purpose only as agent for each Company, (i) a register for copy of each Assignment Agreement delivered to it and (ii) a book entry system, within the recordation meaning of the names U.S. Treasury Regulation Sections 5f.103-1(c) and addresses of the Lenders and the Commitment of, and the Outstanding Principal Balance owing to, each Lender from time to time 1.871-14(c) (the “Register”). The entries , in which it will register the Register shall be conclusive name and binding for all purposes, absent manifest erroraddress of each Lender and the name and address of each assignee of each Lender under this Agreement, and the Borrowerprincipal amount of, and stated interest on, the Collateral Agent Loans owing to each such Lender and assignee pursuant to the terms hereof and each Assignment Agreement. The right, title and interest of the Lenders may and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register, and no assignment thereof shall be effective until recorded therein. The Companies and each Creditor Party shall treat each Person whose name is recorded in the Register as a Lender pursuant to the terms hereof as a Lender and owner of an interest in the Obligations hereunder for all purposes of this Agreement. (c) Upon two (2) Business Days’ prior written , notwithstanding notice to the Collateral Agent, the Borrower and each Lender contrary or any notation of ownership or other writing or any Note. The Register shall be permitted during normal business hoursavailable for inspection by any Company or Lender, at any reasonable time and at their own expensefrom time to time, to examine and make copies of the Register in the possession of or under the control of the Collateral Agent relating to this Agreement; provided, however, that (i) such examination shall not interfere with the Collateral Agent’s performance of its normal business and operations, and (ii) the Borrower and each Lender shall comply with all bank rules and regulations while on the premises of the Collateral Agent, and if requested by the Collateral Agent, shall provide all reasonably requested documentation pertaining to the individuals who will be on such premisesupon reasonable prior notice. (d) Notwithstanding any other provision set forth in this Agreement, no Lender may pledge, grant a security interest in or otherwise encumber all or any portion of its rights under this Agreement in favor of any Person without the prior written consent of the Borrower.

Assignment; Register. (a) The Borrower provisions of this Agreement shall not have be binding upon and inure to the right to benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Lenders. No Lender shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person parties hereto, their respective successors and pursuant to a form of assignment and assumption agreement reasonably acceptable assigns permitted hereby and, to the Borrower and extent expressly contemplated hereby, the Collateral Affiliates of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it); provided that, (i) except in the case of an assignment of the entire remaining outstanding amount of the Loans at the time owing to it (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) or an assignment to an entity described in clause (a), (b) or (c) of the definition of Eligible Assignee, any such assignment shall not be less than $1,000,000, unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed), (ii) any assignment by Non-Funding Lenders shall be subject to the Administrative Agent’s prior written consent in all instances, (iii) such assignment shall be effective only upon the acknowledgement in writing of such assignment by the Administrative Agent, and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance and shall pay to the Administrative Agent a $3500 assignment fee. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SECTION 14.10, from and after the Closing Date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTION 3.04, SECTION 4.02, SECTION 4.03 and SECTION 14.18 to the extent any claim thereunder relates to an event arising or such Lender’s status or activity as Lender prior to such assignment. (c) Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this SECTION 14.10 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this SECTION 14.10. (d) The Collateral Agent Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at its address referred the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to in Section 9.02 it and a register for the recordation of the names and addresses of the Lenders Lenders, and the Commitment of, and principal amount of the Outstanding Principal Balance Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the BorrowerBorrowers, the Collateral Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Borrowers may request in writing a copy of the Register from time to time and the Administrative Agent will promptly deliver a copy of such Register to the Administrative Borrower promptly thereafter. (ce) Upon two (2) Business Days’ prior written Any Lender may, without the consent of, or notice to to, the Collateral Administrative Borrower or the Administrative Agent, the Borrower and each Lender shall be permitted during normal business hours, and at their own expense, sell participations to examine and make copies one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Register in the possession of or under the control of the Collateral Agent relating Loans owing to this Agreementit); provided, however, provided that (i) such examination Lender’s obligations under this Agreement shall not interfere with remain unchanged, (ii) such Lender shall remain solely responsible to the Collateral Agent’s other parties hereto for the performance of its normal business and operationssuch obligations, and (iiiii) the Borrower Borrowers, the Agents, the Issuing Bank and each the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall comply with all bank rules retain the sole right to enforce this Agreement and regulations while on to approve any amendment, modification or waiver of any provision of this Agreement, provided that such agreement or instrument may provide that such Lender will not, without the premises consent of the Collateral AgentParticipant, and if requested by agree to any amendment, modification or waiver described in SECTION 14.02(a) that affects such Participant. Subject to paragraph (f) of this SECTION 14.10 the Collateral Agent, Borrowers agree that each Participant shall provide all reasonably requested documentation pertaining be entitled to the individuals who will benefits of SECTION 3.04, SECTION 4.02 and SECTION 4.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this SECTION 14.10. To the extent permitted by law, each Participant also shall be on entitled to the benefits of SECTION 14.06 as though it were a Lender, provided such premisesParticipant agrees to be subject to SECTION 3.03 as though it were a Lender. (df) Notwithstanding A Participant shall not be entitled to receive any other provision set forth in this Agreementgreater payment under SECTION 3.04 or ARTICLE IV than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, no unless the sale of the participation to such Participant is made with the Administrative Borrower’s prior written consent. A Participant shall be subject to SECTION 14.03 as though it were a Lender. A Participant that would be a Non-U.S. Lender may pledgeif it were a Lender shall not be entitled to the benefits of SECTION 3.04 unless the Administrative Borrower is notified of the participation sold to such Participant and such Participant agrees, grant for the benefit of the Borrowers, to comply with SECTION 3.04 and SECTION 12.14 as though it were a Lender. (g) Any Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest in or otherwise encumber all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, (i) any pledge or assignment to secure obligations to a Federal Reserve Bank, and (ii) in favor the case of any Person without the prior written consent Lender that is a Fund, any pledge or assignment of the Borrowerall or any portion of such Lender’s rights under this Agreement to any holders of obligations owed, or securities issued, by such Lender as security for such obligations or securities, or to any trustee for, or any other representative of, such holders, and this SECTION 14.10(g) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Assignment; Register. (a) The Borrower provisions of this Agreement shall not have be binding upon and inure to the right to benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or any interest herein without the prior written unanimous consent of each Lender (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Lenders. No Lender shall have the right to assign its rights hereunder or under the Notes or any interest herein or under the Notes except to an Eligible Person parties hereto, their respective successors and pursuant to a form of assignment and assumption agreement reasonably acceptable assigns permitted hereby and, to the Borrower and extent expressly contemplated hereby, the Collateral Affiliates of the Administrative Agent) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining outstanding amount of the Loans at the time owing to it (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) or in the case of an assignment to an entity described in clause (d) of the definition of Eligible Assignee, any such assignment shall not be less than two million Dollars ($2,000,000), unless each of the Administrative Agent and Revolving Agent otherwise consents (such consent not to be unreasonably withheld or delayed), and (c) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (d) of this Section 13.09, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement, and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.05, Section 3.03, Section 3.04, Section 13.17, and Section 13.18 to the extent any claim thereunder relates to an event arising out of such Lender’s status or activity as Lender prior to such assignment. (c) Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.09 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section. (d) The Collateral Agent Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at its address referred the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to in Section 9.02 it and a register for the recordation of the names and addresses of the Lenders Term Lenders, and the Term Loan Commitment of, and principal amount of the Outstanding Principal Balance Term Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Term Register”). The Revolving Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Revolving Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Revolving Lenders, and the Revolving Commitment of, and principal amount of the Revolving Advances owing to, each Revolving Lender pursuant to the terms hereof from time to time (the “Revolving Register”). The entries in the either Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the BorrowerBorrowers, the Collateral Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Each Register shall be available for inspection by the Borrower Representative and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Borrower Representative may request in writing a copy of either Register from time to time and the Administrative Agent will promptly deliver a copy of such Register to the Borrower Representative promptly thereafter. (ce) Upon two (2) Business Days’ prior written Any Lender may, without the consent of, or notice to to, the Collateral Borrowers or the Administrative Agent, the Borrower and each Lender shall be permitted during normal business hours, and at their own expense, sell participations to examine and make copies one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Register in the possession of or under the control of the Collateral Agent relating Loans owing to this Agreementit); provided, however, provided that (i) such examination Lender’s obligations under this Agreement shall not interfere with the Collateral Agent’s performance of its normal business and operationsremain unchanged, and (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents and the Participating Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 13.02(b)(ii) or Section 13.02(b)(iii) that affects such Participant. Subject to paragraph (f) of this Section the Borrower and agrees that each Lender Participant shall comply with all bank rules and regulations while on the premises of the Collateral Agent, and if requested by the Collateral Agent, shall provide all reasonably requested documentation pertaining be entitled to the individuals who will benefits of Section 2.05, Section 3.03 and Section 3.04 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be on entitled to the benefits of Section 13.05 as though it were a Lender, provided such premisesParticipant agrees to be subject to Section 12.05 as though it were a Lender. (df) Notwithstanding Any Lender selling a participation to a Participant shall, as agent for the Credit Parties, keep a register, in substantially the same form as such Lender’s respective Register, of each such Participant, specifying such Participant’s entitlement to payments of principal and interest with respect to such participation. (g) A Participant shall not be entitled to receive any other provision set forth in this Agreementgreater payment under Section 2.05 or Article III than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, no unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Non-U.S. Lender may pledgeif it were a Lender shall not be entitled to the benefits of Section 2.05 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, grant for the benefit of the Borrowers, to comply with Section 2.05 as though it were a Lender. (h) Any Lender may, without the consent of the Borrowers, the Administrative Agent or the Revolving Agent, at any time pledge or assign a security interest in or otherwise encumber all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation (i) any pledge or assignment to secure obligations to a Federal Reserve Bank and (ii) in favor the case of any Person without the prior written consent Lender that is a fund, any pledge or assignment of the Borrowerall or any portion of such Lender’s rights under this Agreement to any holders of obligations owed, or securities issued, by such Lender as security for such obligations or securities, or to any trustee for, or any other representative of, such holders, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.