Common use of Acknowledgements and Agreements Clause in Contracts

Acknowledgements and Agreements. (a) The Issuer does hereby adopt, ratify, and confirm Indenture and the other Note Documents and acknowledges and agrees that the Indenture and the other Note Documents are and remain in full force and effect, and the Issuer acknowledges and agrees that its respective liabilities and obligations under the Indenture and the other Note Documents are not impaired in any respect by this Supplemental Indenture. (b) The Issuer hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to the Trustee Indenture or in any other Note Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy. (c) For the avoidance of doubt, the Issuer hereby also agrees and acknowledges that Section 2 above shall not operate as a waiver of or otherwise prejudice any of the rights and remedies of the Trustee otherwise other than as expressly provided in Section 2. The Trustee hereby expressly reserves all of its rights, remedies, and claims under the Note Documents. Nothing in this Supplemental Indenture shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Note Documents, (ii) any of the agreements, terms or conditions contained in any of the Note Documents (other than this Supplemental Indenture), (iii) any rights or remedies of the Trustee with respect to the Note Documents (other than this Supplemental Indenture) or (iv) the rights of the Trustee to collect the full amounts owing under the Note Documents as and when such amounts are due and payable under the terms of the Note Documents. (d) This Supplemental Indenture is a Note Document for the purposes of the provisions of the other Note Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Supplemental Indenture shall be a Default or Event of Default, as applicable, under the Indenture. (e) The Issuer shall indemnify and hold harmless the Trustee from and against any and all damages, losses, costs, and expenses (including, without limitation, legal fees and expenses) relating to this Supplemental Indenture in accordance with Section 7.07 of the Indenture. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (f) The Issuer covenants and agrees to pay the Trustee’s fees and expenses in connection with the execution and delivery of this Supplemental Indenture in accordance with Section 7.07 of the Indenture.

Acknowledgements and Agreements. Borrowers and DRI hereby acknowledge, confirm and agree that: (a) The Issuer does hereby adoptas of the date hereof: (i) the Designated Defaults exist under the Loan Agreement; (ii) no notice of the occurrence of such Designated Defaults under the Loan Agreement was required to be issued to or received by Borrowers or DRI from BHC or any other Person; and (iii) either no grace period is applicable to cure any of the Designated Defaults or any such grace period has expired; (b) on and as of the date hereof, ratify(i) BHC has the right upon termination of the Forbearance Period (A) to accelerate and declare all or any portion of the Term Loan and all or any portion of the other Obligations to be immediately due and payable together with accrued interest thereon, (B) to make demand upon Borrowers for the payment in full of all such indebtedness, and confirm Indenture (C) to exercise any and all other remedies available upon the occurrence of a Default or an Event of Default under the Loan Agreement and the other Note Documents Loan Documents, and acknowledges (ii) Borrowers and agrees that DRI waive any and all further notice, presentment, notice of dishonor or demand with respect to the Indenture Obligations; (c) the Obligations of Borrowers and the other Note Documents are and DRI to BHC, except as expressly modified herein, remain in full force and effect, and the Issuer acknowledges and agrees that its respective liabilities and obligations under the Indenture and the other Note Documents are shall not impaired in any respect by this Supplemental Indenture. (b) The Issuer hereby also agrees and acknowledges that no course of dealing and no delay in exercising any rightbe released, powerimpaired, or remedy conferred to the Trustee Indenture diminished or in any other Note Documents way modified or now or hereafter existing at law, in equity, by statute, or otherwise shall operate amended as a waiver result of or otherwise prejudice any such right, power, or remedy. (c) For the avoidance of doubt, the Issuer hereby also agrees and acknowledges that Section 2 above shall not operate as a waiver of or otherwise prejudice any of the rights and remedies of the Trustee otherwise other than as expressly provided in Section 2. The Trustee hereby expressly reserves all of its rights, remedies, and claims under the Note Documents. Nothing in this Supplemental Indenture shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Note Documents, (ii) any of the agreements, terms or conditions contained in any of the Note Documents (other than this Supplemental Indenture), (iii) any rights or remedies of the Trustee with respect to the Note Documents (other than this Supplemental Indenture) or (iv) the rights of the Trustee to collect the full amounts owing under the Note Documents as and when such amounts are due and payable under the terms of the Note Documents. (d) This Supplemental Indenture is a Note Document for the purposes of the provisions of the other Note Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Supplemental Indenture shall be a Default or Event of Default, as applicable, under the Indenture. (e) The Issuer shall indemnify and hold harmless the Trustee from and against any and all damages, losses, costs, and expenses (including, without limitation, legal fees and expenses) relating to this Supplemental Indenture in accordance with Section 7.07 of the Indenture. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (f) The Issuer covenants and agrees to pay the Trustee’s fees and expenses in connection with the execution and delivery of this Supplemental Indenture Agreement or by the agreements and undertakings of the parties contained herein; and (d) as of the date hereof, the security interests and liens granted to BHC under the Loan Agreement and the other Loan Documents securing the Obligations are in full force and effect, are properly perfected and are enforceable in accordance with Section 7.07 the terms of the IndentureLoan Agreement and the other Loan Documents.

Acknowledgements and Agreements. (a) The Issuer does hereby adoptundersigned understands, ratify, and confirm Indenture and the other Note Documents and acknowledges and agrees that in signing this instrument, the Indenture and undersigned hereby: (A) accepts the other Note Documents are and remain applicable portion of the Merger Consideration in full force and effectsatisfaction of all rights that the undersigned may have pursuant to the Company’s Charter Documents, and as amended, in respect of the Issuer undersigned’s Shares; (B) acknowledges and agrees that its respective liabilities such portion of the Merger Consideration is in lieu and obligations waiver of any other consideration that the undersigned might claim under the Indenture Company’s Charter Documents, as amended, and any claim or objection that the undersigned might make arising out of any amount being paid to other Holders or employees of the Company in connection with the Transactions; (C) terminates and waives any right that the undersigned may have (whether now or in the future) under, all agreements related to the issuance of the Company’s equity to which the undersigned and the other Note Documents Company are not impaired in any respect by this Supplemental Indenture. parties (b) The Issuer hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to the Trustee Indenture or in any other Note Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy. (c) For the avoidance of doubt, the Issuer hereby also agrees and acknowledges that Section 2 above shall not operate as a waiver of or otherwise prejudice any of the rights and remedies of the Trustee otherwise other than as expressly provided in Section 2. The Trustee hereby expressly reserves all of its rights, remedies, and claims under the Note Documents. Nothing in this Supplemental Indenture shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Note Documents, (ii) any of the agreements, terms or conditions contained in any of the Note Documents (other than this Supplemental Indentureif any), (iii) any rights or remedies of the Trustee with respect to the Note Documents (other than this Supplemental Indenture) or (iv) the rights of the Trustee to collect the full amounts owing under the Note Documents as and when such amounts are due and payable under the terms of the Note Documents. (d) This Supplemental Indenture is a Note Document for the purposes of the provisions of the other Note Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Supplemental Indenture shall be a Default or Event of Default, as applicable, under the Indenture. (e) The Issuer shall indemnify and hold harmless the Trustee from and against any and all damages, losses, costs, and expenses (including, without limitation, legal fees any investor rights agreements, voting agreements, option agreements, warrants and expensessimilar agreements; (D) relating consents (to this Supplemental Indenture in accordance with Section 7.07 the extent that the undersigned has not already consented) to the consummation of the Indenture. [***] = Certain confidential information contained in this documentMerger and the without regard to, marked and prior to the expiration of, any notice periods that may be required by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 terms of any instrument or agreement for the benefit of the Securities Act of 1933, as amended. (f) The Issuer covenants and agrees to pay the Trustee’s fees and expenses undersigned in connection with the execution Merger and delivery the transaction contemplated thereunder; (E) irrevocably names, constitutes and appoints pursuant to clause 27 of this Supplemental Indenture the Merger Agreement and the terms included therein RXXXX XXXXXXXX (or such replacement Shareholders’ Representative as may be appointed in accordance with Section 7.07 the provisions of clause 27 of the IndentureMerger Agreement), the Sellers’ Representative, as the undersigned’s true and lawful agent and attorney-in-fact, with full power of substitution, to act on behalf of the undersigned in connection with, and to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement. In connection with the foregoing, the undersigned hereby authorizes the Sellers’ Representative, in accordance with all relevant provisions of the Merger Agreement, including to give and receive notices and communications, to authorize payments, to object to such payments, to agree to, negotiate, enter into settlements and compromises and comply with orders of courts and awards of arbitrators (if applicable) with respect to the Merger Agreement or the transactions contemplated thereby, to agree to amendments to the Merger Agreement and to take all other actions that are (i) necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, (ii) permitted by the Merger Agreement to be taken by the Sellers’ Representative or (iii) specifically mandated by the terms of the Merger Agreement. The foregoing agreements are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that the undersigned may have to the contrary; (F) consents and agrees to be bound by the indemnification provisions in clause 4.8 of the Merger Agreement; (G) acknowledges and agrees that he, she or it has received, read and reviewed the Merger Agreement with its counsel and other advisors; (H) recognizes and acknowledges that the Confidential Information (as such term is defined in the Merger Agreement) is a valuable, special and unique asset of the Company. As a result, from and after the Completion, the undersigned will not, without the prior written consent of the Company, for any reason divulge to any third party or use for its own benefit, or for any purpose other than the exclusive benefit of Buyer and any member of the Buyer’s Group, any Confidential Information; provided, however, that the undersigned may reveal the Confidential Information to its accountants, counsel or lenders (i) who need to know such Confidential Information, (ii) who are informed by such party of the confidential nature of such Confidential Information, and (iii) who agree in writing to be bound by the terms of this Agreement or are bound by other comparable duties of confidentiality with respect to such Confidential Information. In addition, notwithstanding the foregoing, if the undersigned (or any of its affiliates) is compelled to disclose Confidential Information by Court Order, to the extent permitted by Applicable Laws, the under shall promptly so notify the Company so that Company may seek a protective order or other assurance that confidential treatment of such Confidential Information shall be afforded, and the undersigned shall reasonably cooperate at the expense of the Company with the Company and its subsidiaries in connection therewith. If the undersigned (or any of its affiliates) is so obligated by Court Order to disclose Confidential Information, it/he/she or they, as applicable will disclose only the minimum amount of such Confidential Information as is necessary for such Person to comply with such Court Order; and (I) effective for all purposes as of the Effective Time, the undersigned (in his, her or its capacity as a Holder, director, officer, or agent of the Company), voluntarily, knowingly and irrevocably releases and forever discharges the Company and its affiliates, and each of their respective representatives from any and all actions, amounts, Claims, Damages, expenses, Losses and obligations of every kind, nature or description, known or unknown, arising or existing prior to the Completion, except for the rights of the undersigned expressly provided in the Merger Agreement and the other Transaction Documents or arising under or related to the releasing party’s employment agreement or engagement contract, if applicable. If any covenant contained above or any part thereof is hereafter construed by a court having jurisdiction to be invalid or unenforceable, the same shall not affect the remainder of such covenant or any other covenants, which shall be given full effect, without regard to the invalid portions, and any court having jurisdiction shall have the power to modify such covenant to the least extent necessary to render it enforceable and, in its modified form, said covenant shall then be enforceable and, in the event any provision is deemed invalid or unenforceable, each party will request such modification by the applicable court. The undersigned shall not assert that such restrictions should be eliminated in their entirety by such court.

Acknowledgements and Agreements. Borrowers and DRI hereby acknowledge, confirm and agree that: (a) The Issuer does hereby adoptas of the date hereof: (i) the Designated Defaults exist under the Credit Agreement; (ii) no notice of the occurrence of such Designated Defaults under the Credit Agreement was required to be issued to or received by Borrowers or DRI from BHC or any other Person; and (iii) either no grace period is applicable to cure any of the Designated Defaults or any such grace period has expired; (b) on and as of the date hereof, ratify(i) BHC has the right upon termination of the Forbearance Period (A) to accelerate and declare all or any portion of the Advances and all or any portion of the other Obligations to be immediately due and payable together with accrued interest thereon, (B) to make demand upon Borrowers for the payment in full of all such indebtedness, and confirm Indenture (C) to exercise any and all other remedies available upon the occurrence of a Default or an Event of Default under the Credit Agreement and the other Note Documents Other Documents, and acknowledges (ii) Borrowers and agrees that DRI waive any and all further notice, presentment, notice of dishonor or demand with respect to the Indenture Obligations; (c) the Obligations of Borrowers and the other Note Documents are and DRI to BHC, except as expressly modified herein, remain in full force and effect, and the Issuer acknowledges and agrees that its respective liabilities and obligations under the Indenture and the other Note Documents are shall not impaired in any respect by this Supplemental Indenture. (b) The Issuer hereby also agrees and acknowledges that no course of dealing and no delay in exercising any rightbe released, powerimpaired, or remedy conferred to the Trustee Indenture diminished or in any other Note Documents way modified or now or hereafter existing at law, in equity, by statute, or otherwise shall operate amended as a waiver result of or otherwise prejudice any such right, power, or remedy. (c) For the avoidance of doubt, the Issuer hereby also agrees and acknowledges that Section 2 above shall not operate as a waiver of or otherwise prejudice any of the rights and remedies of the Trustee otherwise other than as expressly provided in Section 2. The Trustee hereby expressly reserves all of its rights, remedies, and claims under the Note Documents. Nothing in this Supplemental Indenture shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Note Documents, (ii) any of the agreements, terms or conditions contained in any of the Note Documents (other than this Supplemental Indenture), (iii) any rights or remedies of the Trustee with respect to the Note Documents (other than this Supplemental Indenture) or (iv) the rights of the Trustee to collect the full amounts owing under the Note Documents as and when such amounts are due and payable under the terms of the Note Documents. (d) This Supplemental Indenture is a Note Document for the purposes of the provisions of the other Note Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Supplemental Indenture shall be a Default or Event of Default, as applicable, under the Indenture. (e) The Issuer shall indemnify and hold harmless the Trustee from and against any and all damages, losses, costs, and expenses (including, without limitation, legal fees and expenses) relating to this Supplemental Indenture in accordance with Section 7.07 of the Indenture. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (f) The Issuer covenants and agrees to pay the Trustee’s fees and expenses in connection with the execution and delivery of this Supplemental Indenture Agreement or by the agreements and undertakings of the parties contained herein; (d) as of the date hereof, the security interests and liens granted to BHC under the Credit Agreement and the Other Documents securing the Obligations are in full force and effect, are properly perfected and are enforceable in accordance with Section 7.07 the terms of the IndentureCredit Agreement and the Other Documents; and (e) from and after the date hereof, the obligation of BHC to make Advances is terminated and BHC may, in its sole discretion, make Advances requested by Borrowers.

Acknowledgements and Agreements. The Assignor hereby acknowledges and agrees as follows: (a) The Issuer does hereby adoptany balance of sums received hereunder from the Insurer remaining after payment of the then-existing Obligations, ratifymatured or unmatured, and confirm Indenture and the other Note Documents and acknowledges and agrees that the Indenture and the other Note Documents are and remain shall be paid in full force and effect, and by the Issuer acknowledges and agrees that its respective liabilities and obligations under the Indenture and the other Note Documents are not impaired in any respect by this Supplemental Indenture. (b) The Issuer hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred Collateral Agent to the Trustee Indenture persons or in any other Note Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy. (c) For the avoidance of doubt, the Issuer hereby also agrees and acknowledges that Section 2 above shall not operate as a waiver of or otherwise prejudice any of the rights and remedies of the Trustee otherwise other than as expressly provided in Section 2. The Trustee hereby expressly reserves all of its rights, remedies, and claims under the Note Documents. Nothing in this Supplemental Indenture shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Note Documents, (ii) any of the agreements, terms or conditions contained in any of the Note Documents (other than this Supplemental Indenture), (iii) any rights or remedies of the Trustee with respect to the Note Documents (other than this Supplemental Indenture) or (iv) the rights of the Trustee to collect the full amounts owing under the Note Documents as and when such amounts are due and payable entities entitled thereto under the terms of the Note Life Policy as if this Assignment had not been executed; (b) the Insurer is hereby authorized and directed to recognize the Collateral Agent’s claims to rights hereunder without investigating the reason for any action taken by the Collateral Agent, or the validity or the amount of the Obligations or the existence of any default therein, or the giving of any notice hereunder, under applicable law or otherwise, or the application to be made by the Collateral Agent of any amounts to be paid to the Collateral Agent; the sole signature of the Collateral Agent shall be sufficient for the exercise of any rights under the Life Policy assigned hereby and the sole receipt by the Collateral Agent of any sums shall be a full discharge and release therefor to the Insurer; wire transfers or checks for all or any part of the sums payable under the Life Policy and assigned herein shall be paid to the Collateral Agent or its designee if, when, and in such amounts as may be requested by the Collateral Agent; (c) neither the Lender nor the Collateral Agent shall be under any obligation to pay from their own funds any premium, or the principal of or interest on loans or advances on the Life Policy, if any, whether or not obtained by the Lender or the Collateral Agent, or any other charges on the Life Policy, but such amounts so paid by the Lender or Collateral Agent from their own funds shall become a part of the Obligations hereby secured, shall be due and payable immediately, and shall accrue interest at rate set forth in the Promissory Note; (d) the exercise of any right, option, privilege or power given to the Collateral Agent under this Assignment shall be at the option of the Collateral Agent, and the Collateral Agent may exercise any such right, option, privilege or power without notice to, or consent by, or affecting the liability of, or releasing any interest hereby assigned by the Assignor; (e) the Assignor shall do or cause to be done all things necessary to preserve and keep in full force and effect the Assignor’s existence; the Assignor shall not distribute, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or terminate, liquidate or dissolve while the Obligations remain outstanding; (f) the Assignor shall deliver to the Collateral Agent copies of any and all reports, financial statements, notices, illustrations, projections and other information received from the Insurer in any way related to the Life Policy, and the Assignor shall cooperate with the Collateral Agent in obtaining any additional information from the Insurer that the Collateral Agent may reasonably request from time to time in respect of the Life Policy; (g) the Assignor shall not surrender, cancel or otherwise terminate the Life Policy or allow the Life Policy to lapse or terminate and the Assignor shall, at its sole cost and expense, preserve and keep in full force the Life Policy until the Obligations have been satisfied in full pursuant to the terms of the Promissory Note; (h) the Assignor shall not take any action in contravention of the Collateral Agent’s security interest in the Life Policy, or grant or permit to exist any Lien on the Life Policy other than the interests granted to the Lender and Collateral Agent under this Assignment, the Promissory Note, the Loan Agreement and the other Financing Documents. (di) This Supplemental Indenture is a Note Document for the purposes Assignor shall not, directly or indirectly, by operation of law or otherwise, merge, consolidate, or otherwise combine with, any person or entity, unless this Assignment and all obligations hereunder are assumed by such person or entity pursuant to such merger, consolidation or other combination; (j) the Assignor shall comply with and enforce all provisions of its Trust Documents; (k) Following an Event of Default (as defined in the Loan Agreement), the Assignor shall accept written instructions from the Collateral Agent regarding the disposition of the provisions Life Policy and any other collateral or proceeds covered thereby, including instructions to assign ownership of the other Note Documents. Without limiting Life Policy to the foregoingLender or any third party engaged to dispose of the collateral, or to dispose of the collateral in a commercially reasonable fashion or as otherwise directed in writing by the Collateral Agent; and (1) the Assignor shall not take any breach of representations, warranties, and covenants under this Supplemental Indenture shall be a Default or Event of Default, as applicable, action under the Indenture. (e) The Issuer shall indemnify and hold harmless Life Policy without the Trustee from and against any and all damages, losses, costs, and expenses (including, without limitation, legal fees and expenses) relating to this Supplemental Indenture in accordance with Section 7.07 written consent of the Indenture. [***] = Certain confidential information contained in this documentLender or Collateral Agent, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (f) The Issuer covenants and agrees to pay take such actions with respect to the Trustee’s fees and expenses Life Policy as the Lender or Collateral Agent may reasonably request in connection with the execution and delivery of this Supplemental Indenture in accordance with Section 7.07 of the Indenturewriting.

Acknowledgements and Agreements. The Assignor hereby acknowledges and agrees as follows: (a) The Issuer does hereby adoptany balance of sums received hereunder from the Insurer remaining after payment of the then-existing Obligations, ratifymatured or unmatured, and confirm Indenture and the other Note Documents and acknowledges and agrees that the Indenture and the other Note Documents are and remain shall be paid in full force and effect, and by the Issuer acknowledges and agrees that its respective liabilities and obligations under the Indenture and the other Note Documents are not impaired in any respect by this Supplemental Indenture. (b) The Issuer hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred Collateral Agent to the Trustee Indenture persons or in any other Note Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy. (c) For the avoidance of doubt, the Issuer hereby also agrees and acknowledges that Section 2 above shall not operate as a waiver of or otherwise prejudice any of the rights and remedies of the Trustee otherwise other than as expressly provided in Section 2. The Trustee hereby expressly reserves all of its rights, remedies, and claims under the Note Documents. Nothing in this Supplemental Indenture shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Note Documents, (ii) any of the agreements, terms or conditions contained in any of the Note Documents (other than this Supplemental Indenture), (iii) any rights or remedies of the Trustee with respect to the Note Documents (other than this Supplemental Indenture) or (iv) the rights of the Trustee to collect the full amounts owing under the Note Documents as and when such amounts are due and payable entities entitled thereto under the terms of the Note Life Policy as if this Assignment had not been executed; (b) the Insurer is hereby authorized and directed to recognize the Collateral Agent’s claims to rights hereunder without investigating the reason for any action taken by the Collateral Agent, or the validity or the amount of the Obligations or the existence of any default therein, or the giving of any notice hereunder, under applicable law or otherwise, or the application to be made by the Collateral Agent of any amounts to be paid to the Collateral Agent; the sole signature of the Collateral Agent shall be sufficient for the exercise of any rights under the Life Policy assigned hereby and the sole receipt by the Collateral Agent of any sums shall be a full discharge and release therefor to the Insurer; wire transfers or checks for all or any part of the sums payable under the Life Policy and assigned herein shall be paid to the Collateral Agent or its designee if, when, and in such amounts as may be requested by the Collateral Agent; (c) neither the Lender nor the Collateral Agent shall be under any obligation to pay from their own funds any premium, or the principal of or interest on loans or advances on the Life Policy, if any, whether or not obtained by the Lender or the Collateral Agent, or any other charges on the Life Policy, but such amounts so paid by the Lender or Collateral Agent from their own funds shall become a part of the Obligations hereby secured, shall be due and payable immediately, and shall accrue interest at rate set forth in the Promissory Note; (d) the exercise of any right, option, privilege or power given to the Collateral Agent under this Assignment shall be at the option of the Collateral Agent, and the Collateral Agent may exercise any such right, option, privilege or power without notice to, or consent by, or affecting the liability of, or releasing any interest hereby assigned by the Assignor; (e) the Assignor shall do or cause to be done all things necessary to preserve and keep in full force and effect the Assignor’s existence; the Assignor shall not distribute, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired), or terminate, liquidate or dissolve while the Obligations remain outstanding; (f) the Assignor shall deliver to the Collateral Agent copies of any and all reports, financial statements, notices, illustrations, projections and other information received from the Insurer in any way related to the Life Policy, and the Assignor shall cooperate with the Collateral Agent in obtaining any additional information from the Insurer that the Collateral Agent may reasonably request from time to time in respect of the Life Policy; (g) the Assignor shall not surrender, cancel or otherwise terminate the Life Policy or allow the Life Policy to lapse or terminate and the Assignor shall, at its sole cost and expense, preserve and keep in full force the Life Policy until the Obligations have been satisfied in full pursuant to the terms of the Promissory Note; (h) the Assignor shall not take any action in contravention of the Collateral Agent’s security interest in the Life Policy, or grant or permit to exist any Lien on the Life Policy other than the interests granted to the Lender and Collateral Agent under this Assignment, the Promissory Note, the Loan Agreement and the other Financing Documents. (di) This Supplemental Indenture is a Note Document for the purposes Assignor shall not, directly or indirectly, by operation of law or otherwise, merge, consolidate, or otherwise combine with, any person or entity, unless this Assignment and all obligations hereunder are assumed by such person or entity pursuant to such merger, consolidation or other combination; (j) the Assignor shall comply with and enforce all provisions of its Trust Documents; (k) Following an Event of Default (as defined in the Loan Agreement), the Assignor shall accept written instructions from the Collateral Agent regarding the disposition of the provisions Life Policy and any other collateral or proceeds covered thereby, including instructions to assign ownership of the other Note Documents. Without limiting Life Policy to the foregoingLender or any third party engaged to dispose of the collateral, or to dispose of the collateral in a commercially reasonable fashion or as otherwise directed in writing by the Collateral Agent; and (l) the Assignor shall not take any breach of representations, warranties, and covenants under this Supplemental Indenture shall be a Default or Event of Default, as applicable, action under the Indenture. (e) The Issuer shall indemnify and hold harmless Life Policy without the Trustee from and against any and all damages, losses, costs, and expenses (including, without limitation, legal fees and expenses) relating to this Supplemental Indenture in accordance with Section 7.07 written consent of the Indenture. [***] = Certain confidential information contained in this documentLender or Collateral Agent, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (f) The Issuer covenants and agrees to pay take such actions with respect to the Trustee’s fees and expenses Life Policy as the Lender or Collateral Agent may reasonably request in connection with the execution and delivery of this Supplemental Indenture in accordance with Section 7.07 of the Indenturewriting.