Common use of As to the Assigned Agreements Clause in Contracts

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will will, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgment, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults in excess of $25,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Deposit Account. (d) All moneys received or collected pursuant to subsection (c) above shall be (i) released to the applicable Grantor on the terms set forth in Section 5 so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 19(b).

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative AgentCollateral Agent except where the failure to do so would not have a Material Adverse Effect; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Agent Collateral Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its own behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will of the Grantors shall, at its expense: (i) perform and observe all the material terms and provisions of the Assigned Agreements to which such Grantor is a party to be performed or observed by it, maintain the such Assigned Agreements to which it is a party in full force and effect, effect and enforce the such Assigned Agreements to which it is a party in accordance with their terms, except where the terms thereof failure to do so would not be reasonably likely to have a Material Adverse Effect and take all such action to such end as may be requested from time to time reasonably requested by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents material notices received by such Grantor (other than those created or arising in the ordinary course) under or pursuant to the Assigned Agreements to which it such Grantor is a partyparty relating to any breach or default by any party which could reasonably be expected to have a Material Adverse Effect, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of pledged by such Grantor hereunder as the Administrative Agent may reasonably request and (B) upon the reasonable request of the Administrative Agent Agent, make to each other party to any such Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor of the Grantors agrees that it will not, except shall not without the consent of the Administrative Agent if any such action would reasonably be expected to be adverse to the extent otherwise permitted under interests of, or impair the Credit Agreementsecurity value of such Collateral to, the Administrative Agent or the Lenders (except if adverse, or causing an impairment, in each case only in an immaterial way or with respect to Collateral which individually or in the aggregate is not material to such Grantor's business) and shall not in any event take any such action at any time following the occurrence and during the continuance of a Default or an Event of Default: (i) cancel or terminate any Assigned Agreement to which it such Grantor is a party party, or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement to which such Grantor is a party, or give any consent, waiver or approval thereunder; (iii) waive any material default under or material breach of any Assigned Agreement to which such Grantor is a party; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Assigned AgreementAgreement to which such Grantor is a party, except as expressly provided therein; or (ivv) take any other action in connection with any such Assigned Agreement to which such Grantor is a party, that would impair the value of the interests interest or rights of such Grantor thereunder or that would impair the interests interest or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunderAgent.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe in all material respects all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgment, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults relating to agreements involving monetary liability of or to any Person in an amount in excess of $5,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Administrative Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (d) All moneys received or collected pursuant to subsection (c) above shall be (i) released to the applicable Grantor on the terms set forth in the Credit Agreement so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 20(b).

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgement, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults in excess of $25,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (d) All moneys received or collected pursuant to subsection (c) above shall be (i) released to the applicable Grantor on the terms set forth in Section 5 so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 19(o).

As to the Assigned Agreements. (a) Each Grantor will shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request request, and (B) upon request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to shall perform and observe all of the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any terms and provisions of each Assigned Agreement to which it is a party be performed or consent to or accept any cancellation or termination thereof; (ii) amendobserved by it, amend and restate, supplement or otherwise modify any maintain each such Assigned Agreement or give any consentin full force and effect, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any enforce such Assigned Agreement that would impair in accordance with its terms, take all such action to such end as may be from time to time requested by the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured PartyAdministrative Agent. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for the ratable benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the their terms thereof and take all such reasonable action to such end as may be requested from time to time requested by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a partyAgreements, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will shall not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof, except in the ordinary course of business and in a manner that would not reasonably be expected to have a Material Adverse Effect; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would materially impair the value of the interests interest or rights of such Grantor thereunder or that would materially impair the interests interest or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe in all material respects all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgment, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults relating to agreements involving monetary liability of or to any Person in an amount in excess of $5,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (d) All moneys received or collected pursuant to subsection (c) above shall be (i) released to the applicable Grantor on the terms set forth in the Credit Agreement so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 19(b).

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgment, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults in excess of $50,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (d) All moneys received or collected pursuant to subsection (c) above shall be (i) released to the applicable Grantor on the terms set forth in Section 5 so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 19(b).

As to the Assigned Agreements. (a) Each Grantor will shall at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative AgentCollateral Agent except where the failure to do so would not have a Material Adverse Effect; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Agent Collateral Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will shall not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its own behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) For each Assigned Agreement listed on Schedule V hereto, each Grantor party to such Assigned Agreement will use commercially reasonable efforts to cause each party to such Assigned Agreements other than a Grantor to execute and deliver a consent, to the extent such consent is required pursuant to the terms of the UCC, and in substantially the form of Exhibit A hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent, granting a security interest in such Assigned Agreement to the Collateral Agent pursuant to this Agreement. (b) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such commercially reasonable action to such end as may be reasonably requested from time to time by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all material notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon reasonable request of the Administrative Agent Collateral Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (bc) Each Grantor agrees that it will not, except to the extent otherwise permitted under prohibited by the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or material breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (cd) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (e) Upon the occurrence and during the continuance of an Event of Default and the written request of the Collateral Agent, each Grantor shall instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement shall be made directly to the Collateral Account or a Pledged Deposit Account subject to a Deposit Account Control Agreement in form and substance reasonably satisfactory to the Collateral Agent. (f) All moneys received or collected pursuant to subsection (e) above shall be (i) released to the applicable Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 22(b).

As to the Assigned Agreements. (a) Each Grantor will at its expense: expense (i) perform and observe in all material respects all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in the best interests of the applicable Property in accordance with the terms thereof and in accordance with sound business judgment and take all such action to such end as may be requested from time to time by the Administrative Collateral Agent; and , and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all material notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement:. (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunderthereunder that would impair the value of the interests or rights of Grantor thereunder or that would impair the interests or rights of any Secured Party in any material respect; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured PartyParty in any material respect. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will shall at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative AgentCollateral Agent except where the failure to do so would not have a Material Adverse Effect; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Agent Collateral Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will shall not, except to the extent otherwise permitted under the Third Amended Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its own behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Collateral Agent, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be likely to have a Material Adverse Effect; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent make to each other party to any Assigned Agreement Material Contracts to which it is a party such demands regarding or related to any breach or default by any party thereto that could reasonably be expected to have a Material Adverse Effect or the occurrence of any other event that could reasonably be expected to have a Material Adverse Effect and requests for information and reports copies of any amendment, modification or for action as such Grantor is entitled to make thereunderwaiver of any Material Contract. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amendFinancing Documents, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement Material Contract that would impair could reasonably be expected to have a Material Adverse Effect on the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights and remedies of any Secured PartyParty under any Financing Document. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (d) The Company hereby agrees that as soon as reasonably available after entering into any Material Contract with any Regulated Affiliate after the Closing Date (but in any event within 30 days thereof), it shall deliver to the Collateral Agent a Consent to the assignment of such Material Contract pursuant to this Agreement duly executed by such Regulated Affiliate.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) expense perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and upon the occurrence and during the continuance of an Event of Default, take all such action to such end as may be requested from time to time by the Administrative Collateral Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (ivii) take any other action in connection with any such Assigned Agreement that would impair impair, in any material respect, the value of the interests or rights of such Grantor thereunder or that would impair impair, in any material respect, the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (d) Each Grantor agrees, and has effectively so instructed each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (e) All moneys received or collected pursuant to subsection (d) above shall be (i) released to the applicable Grantor so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 20(b).

As to the Assigned Agreements. (a) Each Grantor will shall at ----------------------------- its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the their terms thereof and take all such action to such end as may be requested from time to time requested by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will shall not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement to which it is a party or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned AgreementAgreement to which it is a party; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Assigned Agreement to which it is a party, except as expressly provided therein; or (ivv) take any other action in connection with any such Assigned Agreement to which it is a party that would impair the value of the interests interest or rights of such Grantor thereunder or that would impair the interests interest or rights of any Secured PartyCreditor. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for the ratable benefit of the Secured Parties Banks of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor Grantor, and notify the Collateral Agent immediately of any claims, litigation or default, under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit AgreementIndenture: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination (other than regularly scheduled termination by the terms of such Assigned Agreement) thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver (including, without limitation, any waiver of rights, privileges, remedies or powers) or approval thereunderthereunder (except for periodic renewals under identical terms); (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would materially impair the value of the interests or rights of such Grantor thereunder or that would materially impair the interests or rights of the Collateral Agent or any other Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Guarantor Grantor will at its expense: expense (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, and, except as otherwise permitted by Section 13(b) hereof, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in the best interests of the applicable Borrowing Base Asset, all in accordance with the terms thereof and in accordance with sound business judgment and take all such action to such end as may be requested from time to time by the Administrative Collateral Agent; and , and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Guarantor Grantor agrees that it will not, except to the extent otherwise permitted under not prohibited by the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunderthereunder (unless otherwise required to do so pursuant to the terms thereof) that would impair the value of the interests or rights of Grantor thereunder or that would impair the interests or rights of any Secured Party, in either case, in any material respect; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party, in either case, in any material respect. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to which such Grantor is a party to be performed or observed by it, use reasonable efforts to maintain the such Assigned Agreements to which it is a party in full force and effect, use reasonable efforts to enforce the such Assigned Agreements to which it is a party in accordance with the their terms thereof and take all such action to such end as may be requested from time to time reasonably requested by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it such Grantor is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of pledged by such Grantor hereunder as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent make to each other party to any such Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will shall not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it such Grantor is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement to which such Grantor is a party or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any Assigned Agreement to which such Grantor is a party; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Assigned AgreementAgreement to which such Grantor is a party, except as expressly provided therein; or (ivv) take any other action in connection with any such Assigned Agreement to which such Grantor is a party that would materially impair the value of the interests interest or rights of such Grantor thereunder or that would materially impair the interests interest or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunderAgent.

As to the Assigned Agreements. (a) Each Grantor CAHC will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements Agreement to be performed or observed by it, maintain the Assigned Agreements Agreement to which it is a party in full force and effect, enforce the Assigned Agreements Agreement to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative AgentX-X; and (ii) furnish to the Administrative Agent X-X promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor CAHC under or pursuant to the Assigned Agreements Agreement to which it is a party, and from time to time (A) furnish to the Administrative Agent X-X such information and reports regarding the Assigned Agreements Agreement and such other Collateral of such Grantor CAHC as the Administrative Agent X-X may reasonably request and (B) upon request of the Administrative Agent X-X make to each other party to any the Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor X-X is entitled to make thereunder. (b) Each Grantor CAHC agrees that it will not, except to not without the extent otherwise permitted under the Credit Agreementprior written consent of X-X: (i) cancel or terminate any the Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such the Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such the Assigned Agreement; or (iv) take any other action in connection with any such the Assigned Agreement that would impair the value of the interests or rights of such Grantor CAHC thereunder or that would impair the interests or rights of any Secured PartyX-X hereunder. (c) Each Grantor CAHC hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit X-X of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunderparty.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative AgentAgent to the extent that failure to so perform, observe, maintain, enforce or take such other action as indicated in this clause (i) is likely to have a Material Adverse Effect; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, other than such notices, requests and other documents that are routinely and periodically received in the normal operation of such Assigned Agreement, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement in any material manner or give any consent, waiver or approval thereunderthereunder with respect to any material item; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party; provided, however, that such Grantor may take any action otherwise restricted by this clause (b) to the extent such action will not be likely to have a Material Adverse Effect. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgment, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults in excess of $50,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (b) Each Grantor agrees, upon the reasonable request of Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (c) All moneys received or collected pursuant to subsection (c) above shall be (i) released to the applicable Grantor on the terms set forth in Section 5 so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 19(b).

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative AgentSecured Party; and (ii) furnish to the Administrative Agent Secured Party promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent Secured Party such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent Secured Party may reasonably request and (B) upon request of the Administrative Agent Secured Party make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties Party of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by itit except to the extent that the failure to perform or observe such term or provision, either individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect, maintain the Assigned Agreements to which it is a party in full force and effecteffect unless the Board of Directors of such Grantor shall have determined that it is no longer in the best interest of such Grantor to maintain such Assigned Agreement, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all material notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for material information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend amended and restaterestated, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will Guarantor shall, at its expense: , (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which pledged or assigned by it is a party hereunder in full force and effect, enforce the such Assigned Agreements to which it is a party in accordance with the their terms thereof and take all such action to such end as may be requested from time to time reasonably requested by the Administrative AgentAgent except where failure to so act is not reasonably likely to result in a Material Adverse Effect; and and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests request and other documents received by such Grantor Guarantor under or pursuant to the Assigned Agreements which are likely to which it is have a partymaterial adverse effect on Guarantor’s rights under any such Assigned Agreement, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Guarantor Collateral of such Grantor pledged or assigned by it hereunder as the Administrative Agent may reasonably request and (B) upon reasonable request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands demand and requests for information and reports or for action as such Grantor Guarantor is entitled to make thereunder. (b) Each Grantor agrees that it will . In addition, if such action is reasonably likely to result in a Material Adverse Effect, Guarantor shall not, except to the extent otherwise permitted under the Credit Agreement: : (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; ; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; under any Assigned Agreement; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) amend or otherwise modify any Assigned Agreement involving aggregate consideration of $100,000.00 or more; or (v) (vi) take any other action in connection with any Assigned Agreement. Guarantor agrees, and has effectively so instructed each other party to each Assigned Agreement pledged or assigned by it hereunder, that all payments due or to become due under or in connection with such Assigned Agreement shall be made directly to Guarantor and Guarantor agrees that would impair the value all payments shall be forthwith deposited by Guarantor into a deposit account of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured PartyGuarantor listed on Schedule 4 hereto. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will of the Grantors shall, at its expense: (i) perform and observe all terms and provisions of the each Assigned Agreements Agreement to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce each of the Assigned Agreements to which it is a party in accordance with the terms thereof thereof, and take all such action to such end as may be requested from time to time requested by the Administrative Agent; and (ii) furnish to the Administrative Agent Agent, promptly upon receipt thereof thereof, copies of all notices, requests and other documents received by such Grantor under or pursuant to the any Assigned Agreements to which it is a partyparty and, and from time to time time, (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon the request of the Administrative Agent Agent, make to each other party to any Assigned Agreement Agreements to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor of the Grantors agrees that it will shall not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any such Assigned Agreement Agreements to which it is a party or consent to or accept any cancellation or termination thereof;, (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder;, or (iii) waive any default under or breach of any such Assigned Agreement; , or (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein, or (v) take any other action in connection with any such Assigned Agreement in each case that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of the Agent or any of the other Secured PartyParties. (c) Each Grantor of the Grantors hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for its benefit and the ratable benefit of the other Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgment, maintain the Assigned Agreements to which it is a party in full force and effect, and enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and and, subject to the terms of the Intercreditor Agreement, take all such action to such end as may be requested from time to time by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults in excess of $50,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Agent Collateral Agent, subject to the terms of the Intercreditor Agreement, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Second Lien Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Collateral Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (d) All moneys received or collected pursuant to Section 13(c) above shall be (i) released to the applicable Grantor on the terms set forth in Section 5 so long as no Actionable Default shall have occurred and be continuing or (ii) if any Actionable Default shall have occurred and be continuing, applied as provided in Section 19(b).

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative AgentCollateral Agent (subject to the Grantors’ prior obligations to take actions requested by the collateral agent under the First Lien Security Agreement), except in each case where the failure to do so could not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Grantor and its Subsidiaries, taken as a whole; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all material notices, requests and other documents related to any breach thereof received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunderrequest. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted or not prohibited under the Credit AgreementIndenture: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured PartyHolder. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties Holders of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will shall at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative AgentCollateral Agent except where the failure to do so would not have a Material Adverse Effect; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Agent Collateral Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will shall not, except to the extent otherwise permitted under the First Amended Second Lien Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its own behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgment, maintain the Assigned Agreements to which it is a party in full force and effect, and enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and and, subject to the terms of the Intercreditor Agreement, take all such action to such end as may be requested from time to time by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults in excess of $50,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Agent Collateral Agent, subject to the terms of the Intercreditor Agreement, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Second Lien Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Collateral Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (d) All moneys received or collected pursuant to Section 13(c) above shall be (i) released to the applicable Grantor on the terms set forth in Section 5 so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 19(b).

As to the Assigned Agreements. (a) Each Grantor will shall at its ----------------------------- expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to which such Grantor is a party to be performed or observed by it, use reasonable efforts to maintain the such Assigned Agreements to which it is a party in full force and effect, use reasonable efforts to enforce the such Assigned Agreements to which it is a party in accordance with the their terms thereof and take all such action to such end as may be requested from time to time reasonably requested by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it such Grantor is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of pledged by such Grantor hereunder as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent make to each other party to any such Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will shall not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it such Grantor is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement to which such Grantor is a party or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any Assigned Agreement to which such Grantor is a party; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Assigned AgreementAgreement to which such Grantor is a party, except as expressly provided therein; or (ivv) take any other action in connection with any such Assigned Agreement to which such Grantor is a party that would materially impair the value of the interests interest or rights of such Grantor thereunder or that would materially impair the interests interest or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunderAgent.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative Agent, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (ii) furnish to the Administrative Agent or its counsel on a confidential basis promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent or its counsel on a confidential basis such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) if an Event of Default shall have occurred and be continuing, upon request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit AgreementLoan Agreement and except where such action could not reasonably be expected to have a Material Adverse Effect: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will shall, at its own expense: (i) perform and observe all the terms and provisions of the each Assigned Agreements Agreement to be performed or observed by it, maintain the such Assigned Agreements to which it is a party Agreement in full force and effect, effect and enforce the each such Assigned Agreements to which it is a party Agreement in accordance with the terms thereof its terms, and take all such action to such end as may be requested from time to time reasonably requested by the Administrative Agent; and (ii) furnish to the Administrative Agent Agent, promptly upon receipt thereof thereof, copies of all material notices, requests and other documents required under or requested in accordance with Section 5.03(m) that are received by such Grantor under or pursuant to the any Assigned Agreements to which it is a partyAgreement and, and from time to time time, (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon the reasonable request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunderunder such Assigned Agreement. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) to cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof;thereof without the consent of the Agent, which consent shall not be unreasonably withheld, (ii) to amend, amend and restate, supplement modify or otherwise modify change in any such manner any material term or material condition of any Assigned Agreement or give any consent, waiver or approval thereunder;thereunder without the consent of the Agent, which consent shall not be unreasonably withheld, or (iii) to waive any material default under or any material breach of any such Assigned Agreement; or (iv) take material term or material condition of any other action in connection with any such Assigned Agreement that would impair without the value consent of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured PartyAgent, which consent shall not be unreasonably withheld. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Subject to the Intercreditor Agreement, each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (biii) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) not take any other action in connection with respect to any such Assigned Agreement that would impair violate any restrictions applicable to such Assigned Agreement set forth in the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured PartyIndenture. (cb) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor The Borrower will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative AgentCollateral Trustees; and (ii) furnish to the Administrative Agent Collateral Trustees promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor the Borrower under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent Collateral Trustees such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor the Borrower as the Administrative Agent Collateral Trustees may reasonably request and (B) upon request of the Administrative Agent Collateral Trustees make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor the Borrower is entitled to make thereunder. (b) Each Grantor The Borrower agrees that it will not, except to the extent otherwise permitted under the Credit AgreementApplicable Agreements: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor the Borrower thereunder or that would impair the interests or rights of any Secured PartyApplicable Holder. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor CAHC will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative AgentX-X; and (ii) furnish to the Administrative Agent X-X promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor CAHC under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent X-X such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor CAHC as the Administrative Agent X-X may reasonably request and (B) upon request of the Administrative Agent X-X make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor X-X is entitled to make thereunder. (b) Each Grantor CAHC agrees that it will not, except to without the extent otherwise permitted under the Credit Agreementprior written consent of X-X: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor CAHC thereunder or that would impair the interests or rights of any Secured PartyX-X hereunder. (c) Each Grantor CAHC hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties X-X of each Assigned Agreement to which it is a party by any other Grantor hereunderparty.

As to the Assigned Agreements. (a) Each Guarantor Grantor will at its expense: expense (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, and, except as otherwise permitted by Section 13(b) hereof, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in the best interests of the applicable Borrowing Base Asset, all in accordance with the terms thereof and in accordance with sound business judgment and take all such action to such end as may be requested from time to time by the Administrative Collateral Agent; and , and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Guarantor Grantor agrees that it will not, except to the extent otherwise permitted under not prohibited by the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunderthereunder (unless otherwise required to do so pursuant to the terms thereof) that would impair the value of the interests or rights of Grantor thereunder or that would impair the interests or rights of any Secured Party, in either case, in any material respect; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party, in either case, in any material respect. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements (other than the Siemens Contract, the Black & Xxxxxx Contract and the Existing Hedge Agreements) to be performed or observed by it, maintain the Assigned Agreements (other than the Siemens Contract and the Black & Xxxxxx Contract) to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Collateral Agent, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be likely to have a Material Adverse Effect; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements Material Contracts to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent (as instructed by the Intercreditor Agent or any Representative Agent) may reasonably request and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amendhereunder, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement Material Contract that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights and remedies of any Secured PartyParty under any Financing Document. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will shall, ----------------------------- at its own expense: (i) perform and observe all the terms and provisions of the each Assigned Agreements Agreement to be performed or observed by it, maintain the such Assigned Agreements to which it is a party Agreement in full force and effect, effect and enforce the each such Assigned Agreements to which it is a party Agreement in accordance with the terms thereof its terms, and take all such action to such end as may be requested from time to time reasonably requested by the Administrative Agent; and (ii) furnish to the Administrative Agent Agent, promptly upon receipt thereof thereof, copies of all notices, requests and other documents received by such Grantor Borrower under or pursuant to the any Assigned Agreements to which it is a partyAgreement and, and from time to time time, (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon the request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunderunder such Assigned Agreement. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) to cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof;thereof without the consent of the Agent, which consent shall not be unreasonably withheld, (ii) to amend, amend and restate, supplement modify or otherwise modify change in any such manner any material term or material condition of any Assigned Agreement or give any consent, waiver or approval thereunder;thereunder without the consent of the Agent, which consent shall not be unreasonably withheld, (iii) to waive any default under or any breach of any such term or condition of any Assigned Agreement; or Agreement without the consent of the Agent, which consent shall not be unreasonably withheld, or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests interest or rights of such Grantor thereunder or that would impair the interests interest or rights of any Secured Partythe Agent. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor The Borrower will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative AgentSecond Priority Collateral Trustees; and (ii) furnish to the Administrative Agent Second Priority Collateral Trustees promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor the Borrower under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent Second Priority Collateral Trustees such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor the Borrower as the Administrative Agent Second Priority Collateral Trustees may reasonably request and (B) upon request of the Administrative Agent Second Priority Collateral Trustees make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor the Borrower is entitled to make thereunder. (b) Each Grantor The Borrower agrees that it will not, except to the extent otherwise permitted under the Credit AgreementApplicable Agreements: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor the Borrower thereunder or that would impair the interests or rights of any Second Priority Secured PartyHolder. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgement, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults in excess of $50,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (d) All moneys received or collected pursuant to subsection (c) above shall be (i) released to the applicable Grantor on the terms set forth in Section 5 so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 19(4).

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative AgentCollateral Trustee, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (ii) furnish to the Administrative Agent Collateral Trustee or its counsel on a confidential basis promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent Collateral Trustee or its counsel (in each case on a confidential basis) such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent Collateral Trustee may reasonably request and (B) if a Priority Lien Default shall have occurred and be continuing, upon request of the Administrative Agent Collateral Trustee, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit AgreementPriority Lien Documents and except where such action could not reasonably be expected to have a Material Adverse Effect: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent Collateral Trustee for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative Agent; and (ii) Upon the Administrative Agent's reasonable request, furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, unless a Default under Section 7.01(a) or (f) of the Credit Agreement has occurred and is continuing or an Event of Default has occurred and except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof thereof, in each case to the extent required under the Credit Agreement, and take all such action to such end as may be requested from time to time by the Administrative AgentCollateral Agent to the extent required under the Credit Agreement; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request request, and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunderthereunder to the extent required under the Credit Agreement or, in the case of any Bank Hedge Agreement to which such Grantor is a party, only so long as an Event of Default shall have occurred and be continuing. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) shall not cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) , waive any default under or breach of any such Assigned Agreement; or (iv) , or take any other action in connection with any such Assigned Agreement Agreement, in each case that would impair in any material respect the value of the interests interest or rights of such Grantor thereunder or that would impair in any material respect the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for the ratable benefit of the Secured Lender Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will shall at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative AgentCollateral Agent except where the failure to do so would not have a Material Adverse Effect; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Agent Collateral Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will shall not, except to the extent otherwise permitted under the Second Amended Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its own behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgement, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults in excess of $50,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (d) All moneys received or collected pursuant to subsection (c) above shall be (i) released to the applicable Grantor on the terms set forth in Section 5 so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 19(6).

As to the Assigned Agreements. (a) Each Grantor will Company shall, at its expense: , (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which pledged or assigned by it is a party hereunder in full force and effect, enforce the such Assigned Agreements to which it is a party in accordance with the their terms thereof and take all such action to such end as may be requested from time to time reasonably requested by the Administrative AgentAgent except where failure to so act is not reasonably likely to result in a Material Adverse Effect; and and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests request and other documents received by such Grantor Company under or pursuant to the Assigned Agreements which are likely to which it is have a partymaterial adverse effect on Company’s rights under any such Assigned Agreement, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Company Collateral of such Grantor pledged or assigned by it hereunder as the Administrative Agent may reasonably request and (B) upon reasonable request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands demand and requests for information and reports or for action as such Grantor Company is entitled to make thereunder. (b) Each Grantor agrees that it will . In addition, if such action is reasonably likely to result in a Material Adverse Effect, Company shall not, except to the extent otherwise permitted under the Credit Agreement: : (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; ; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; under any Assigned Agreement; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) amend or otherwise modify any Assigned Agreement involving aggregate consideration of $100,000.00 or more; or (v) take any other action in connection with any Assigned Agreement. Company agrees, and has effectively so instructed each other party to each Assigned Agreement pledged or assigned by it hereunder, that all payments due or to become due under or in connection with such Assigned Agreement shall be made directly to Company and Company agrees that would impair the value all payments shall be forthwith deposited by Company into a deposit account of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured PartyCompany listed on Schedule 4 hereto. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Assigned Agreement, except as expressly provided therein; or (ivv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect, each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be reasonably requested from time to time by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all material notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon the reasonable request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Except to the extent that failure to comply with the provisions of this clause (b) could not reasonably be expected to result in a Material Adverse Effect, each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will Borrower shall, at its expense: , ----------------------------- (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which pledged or assigned by it is a party hereunder in full force and effect, enforce the such Assigned Agreements to which it is a party in accordance with the their terms thereof and take all such action to such end as may be requested from time to time reasonably requested by the Administrative AgentAgent except where failure to so act is not reasonably likely to result in a Material Adverse Effect; and and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests request and other documents received by such Grantor Borrower under or pursuant to the Assigned Agreements which are likely to which it is have a partymaterial adverse effect on Borrower's rights under any such Assigned Agreement, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Borrower Collateral of such Grantor pledged or assigned by it hereunder as the Administrative Agent may reasonably request and (B) upon reasonable request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands demand and requests for information and reports or for action as such Grantor Borrower is entitled to make thereunder. (b) Each Grantor agrees that it will . In addition, if such action is reasonably likely to result in a Material Adverse Effect, Borrower shall not, except to the extent otherwise permitted under the Credit Agreement: : (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; ; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; under any Assigned Agreement; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) amend or otherwise modify any Assigned Agreement involving aggregate consideration of $100,000.00 or more; (v) consent to or permit or accept any prepayment in excess of $25,000.00 of amounts to become due under or in connection with any Assigned Agreement, except as expressly provided therein; or (vi) take any other action in connection with any Assigned Agreement. Borrower agrees, and has effectively so instructed each other party to each Assigned Agreement pledged or assigned by it hereunder, that all payments due or to become due under or in connection with such Assigned Agreement shall be made directly to Borrower and Borrower agrees that would impair the value all payments shall be forthwith deposited by Borrower into a deposit account of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents Borrower listed on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.Schedule 4 hereto. ----------

As to the Assigned Agreements. (a) Each The Grantor will shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof their respective terms, and take all such action to such end as may be requested from time to time reasonably requested by the Administrative Agent; and. (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such the Grantor under or pursuant to the Assigned Agreements to which it is a partyAgreements, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon reasonable request of the Administrative Agent Agent, make to each any other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such the Grantor is entitled to make thereunder. (b) Each The Grantor agrees that it will shall not, except to without the extent otherwise permitted under prior written consent of the Credit AgreementAgent: (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or create or permit to exist any lien, security interest, option or other charge or encumbrance upon or with respect to any of the Collateral, except for the assignment and security interest under this Agreement; (ii) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (iiiii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iiiiv) waive any default under or breach of any such Assigned Agreement; (v) consent to or permit or accept any prepayment of amounts to become due under or in connection with any Assigned Agreement, except as expressly provided therein; or (ivvi) take any other action in connection with any such Assigned Agreement that would could reasonably be expected to (A) impair the value of the interests interest or rights of such the Grantor thereunder or that would (B) impair the interests interest or rights of any Secured Partythe Agent. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will will, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court, at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgment, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults in excess of $25,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Deposit Account. (d) All moneys received or collected pursuant to subsection (c) above shall be (i) released to the applicable Grantor on the terms set forth in Section 5 so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 19(b).

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Collateral Agent, except in each case where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all material notices, requests and other documents related to any breach thereof received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunderrequest. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense:expense (unless the failure to do so would not reasonably be expected to have a Material Adverse Effect and except to the extent otherwise permitted in the Loan Documents): (i) perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Collateral Agent; and (ii) if a Default under Section 6.01(a) or (f) under the Credit Agreement or an Event of Default has occurred and is continuing, (A) use commercially reasonable efforts to cause each party to the Assigned Agreements listed on Schedule III hereto to which such Grantor is a party other than the Grantors to execute and deliver to such Grantor a consent, in substantially the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent, to the assignment of the Agreement Collateral to the Collateral Agent pursuant to this Agreement, (B) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and (C) from time to time (A1) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B2) upon request of the Administrative Collateral Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit AgreementLoan Documents or the to the extent such action would not reasonably be expected to have a Material Adverse Effect: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder.

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) perform and observe in all material respects all terms and provisions of the Assigned Agreements to be performed or observed by itit to the extent consistent with its past practice or reasonable business judgment, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and take all such action to such end as may be requested from time to time by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents notices of defaults relating to agreements involving monetary liability of or to any Person in an amount in excess of $5,000,000 received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon request of the Administrative Agent Agent, make to each other party to any 6453343.5 21 Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each Grantor agrees that it will not, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (c) Each Grantor agrees, upon the reasonable request of Agent, to instruct each other party to each Assigned Agreement to which it is a party, that all payments due or to become due under or in connection with such Assigned Agreement will be made directly to a Pledged Deposit Account. (d) All moneys received or collected pursuant to subsection (c) above shall be (i) released to the applicable Grantor on the terms set forth in the Credit Agreement so long as no Event of Default shall have occurred and be continuing or (ii) if any Event of Default shall have occurred and be continuing, applied as provided in Section 19(b).

As to the Assigned Agreements. (a) Each Grantor will at its expense: (i) other than as set forth in Section 12(b), perform and observe all terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with the terms thereof and, at the Collateral Agent’s direction following its receipt of notice from the Collateral Agent that it is exercising remedies against the Collateral following the occurrence and during the continuance of an Event of Default, take all such action to such end as may be requested from time to time by the Administrative Collateral Agent; and (ii) furnish to the Administrative Collateral Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Collateral Agent such information and reports regarding the Assigned Agreements and such other Collateral of such Grantor as the Administrative Collateral Agent may reasonably request and (B) upon request of the Administrative Agent Collateral Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Each So long as no Event of Default has occurred and is continuing, each Grantor may take any of the following acts; provided that, following receipt by each Grantor of notice from the Collateral Agent that it is exercising remedies against the Collateral following the occurrence and during the continuance of an Event of Default, each Grantor agrees that it will notnot without the Collateral Agent’s prior written consent, except to the extent otherwise permitted under the Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; or (iv) take any other action in connection with any such Assigned Agreement that would impair the value of the interests or rights of such Grantor thereunder or that would impair the interests or rights of any Secured Party. (c) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the assignment and pledge to the Administrative Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Grantor hereunder. (d) All moneys received or collected in respect of the Assigned Agreements shall (i) so long as no Event of Default shall have occurred and be continuing, be transferred to the Cash Collateral Account and applied in accordance with the terms of the Credit Agreement, and (ii) except as otherwise provided in the Credit Agreement, if any Event of Default shall have occurred and be continuing, be applied as provided in Section 17(b).