Assignments of Commitments. Each Lender shall have the right at any time or times to assign to an Eligible Transferee (other than to a Defaulting Lender), without recourse, all or a percentage of all of the following: # such Lender’s Commitment, # all Loans made by that Lender, # such Lender’s Notes, and # such Lender’s interest in any Letter of Credit or Swing Loan, and any participation purchased pursuant to [Section 2.2(b) or (c)])] or [Section 9.5] hereof.

Assignments of Commitments. Each Lender shall have the right at any time or times to assign to an Eligible Transferee (other than to a Defaulting Lender), without recourse, all or a percentage of all of the following: # such Lender’s Commitment, # all Loans made by that Lender, # such Lender’s Notes, and # such Lender’s interest in any Letter of Credit or Swing Loan, and any participation purchased pursuant to [Section 2.2(b) or (c)])] or [Section 9.5] hereof.

Assignments of Commitments. Each Lender shall have the right at any time or times to assign to an Eligible Transferee (other than to a Defaulting Lender), without recourse, all or a percentage of all of the following: # such Lender’s Commitment, # all Loans made by that Lender, # such Lender’s Notes, and # such Lender’s interest in any Letter of Credit or Swing Loan, and any participation purchased pursuant to [Section 2.2(b) or (c)])] or [Section 9.5] hereof.

Assignments of Commitments. Each Lender shall have the right at any time or times to assign to an Eligible Transferee (other than to a Defaulting Lender), without recourse, all or a percentage of all of the following: # such Lender’s Commitment, # all Loans made by that Lender, # such Lender’s Notes, and # such Lender’s interest in any Letter of Credit or Swing Loan, and any participation purchased pursuant to [Section 2.2(b) or (c)])] or [Section 9.5] hereof.

Commitments. Each Committed Lender agrees, severally on a Pro Rata basis up to its Commitment, on the terms set forth herein, to make Loans, which may be Base Rate Loans or LIBOR Loans, for the applicable Lender Group from time to time, but in no event more than once per calendar month, through to and including the Commitment Termination Date. The Loans may be repaid and reborrowed as provided herein. In no event shall Committed Lenders have any obligation to honor a request for a Loan if Outstanding Loans at such time plus the requested Loan would exceed the Borrowing Base. Each Committed Lender, as designated by the applicable Funding Agent, shall be deemed to have satisfied its obligation to make a Loan hereunder (solely with respect to such Loan) to the extent any Conduit Lender in the applicable Lender Group funds such Loan in accordance with this Agreement, it being understood that such Conduit Lender may fund a Loan in its sole discretion.

Commitments. For purposes of clarity, in conjunction with the execution of this Amendment, Borrower, Administrative Agent and certain of the Lenders are entering into that certain Increase Agreement, dated as of even date herewith (the “Increase Agreement”), which Increase Agreement, among other things, increases the Revolving Commitment to $450,000,000.00 and the Total Commitments to $700,000,000.00.

Commitments. Each Lender agrees, severally on a Pro Rata basis up to its Commitment, on the terms set forth herein, to make Loans to Borrowers from time to time through the Termination Date. The Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Loan if Revolver Usage at such time plus the requested Loan would exceed the Borrowing Base.

Assignments. Without obtaining any consent of any of the Loan Parties, Lender (and any subsequent assignee of Lender) may # transfer and assign all or any of its rights or delegate any or all of its duties under this Agreement and/or the other Loan Documents, or # grant participations in the Advances to Participants in accordance with [Section 10.4(b)]. Lender may, without obtaining any consent of any of the Loan Parties, disclose to all prospective and actual assignees and Participants all

Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, the Purchaser may assign and delegate all or a portion of its rights and obligations to purchase the Forward Purchase Securities to one or more other persons upon the consent of the Company (which consent shall not be unreasonably conditioned, withheld or delayed); provided, however, that no consent of the Company shall be required if such assignment or delegation is to an affiliate of Purchaser; provided, further, that no such assignment or delegation shall relieve the Purchaser of its obligations hereunder (including its obligation to purchase the Forward Purchase Securities hereunder) and the Company shall be entitled to pursue all rights and remedies against the Purchaser subject to the terms and conditions hereof.

Assignments. Each Party hereby assigns to the other Party Program Inventions, associated Patents, and Program Know-How as necessary to achieve ownership as provided in Section 5.1 (Ownership and Inventorship). Each assigning Party shall execute and deliver all documents and instruments reasonably requested by the other Party to evidence or record such assignment or to file for, perfect or enforce the assigned rights. Each assigning Party hereby appoints the other Party as attorney-in-fact solely to execute and deliver the foregoing documents and instruments if such other Party after making reasonable inquiry does not obtain them from the assigning Party. Each Party shall perform its activities under this Agreement through personnel who have made a similar assignment and appointment to and of such Party. Each assigning Party shall make its relevant personnel (and their assignments and signatures on such documents and instruments) reasonably available to the other Party for assistance in accordance with this Article 5 (Intellectual Property) at no charge.