Common use of Assigned Agreements Clause in Contracts

Assigned Agreements. Anything herein to the contrary notwithstanding, (A) each Grantor shall (until acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements), remain liable under the Assigned Agreements to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (B) the exercise by the Collateral Agent of any of the rights hereunder (other than following an acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements) shall not release such Grantor from any of its duties or obligations under the Assigned Agreements; and (C) until assumed or transferred as aforesaid, the Collateral Agent shall have no obligation or liability under the Assigned Agreements by reason of this Agreement, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Except as otherwise provided in this clause (ii), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Assigned Agreements. In connection with such collections, such Grantor may take (and during an Event of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or the Collateral Agent, as applicable, may deem necessary or advisable to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that, if requested by the Collateral Agent, it shall notify each party to the Assigned Agreements of the grant of the security interest therein and collateral assignment thereof to the Collateral Agent. No Grantor shall, except as specifically required or permitted by the Tax Equity Transaction Documents, take any action in connection with any Assigned Agreement which would impair the security interest of the Collateral Agent in the Collateral.

Assigned Agreements. Anything herein (a) Upon or after the occurrence of an Acceleration Event which is continuing, following a written request by the Security Agent, each Chargor will, within 10 Business Days of the date of such request, give notice to the contrary notwithstandingother party to each Insurance Policy and Assigned Agreement that it has assigned or charged its right under the relevant policy or agreement to the Security Agent under this Debenture. Such notice will be a Counterparty Notice, except in the case of the Insurance Policies where it will be an Insurance Notice. Each relevant Chargor will use commercially reasonable endeavours (Anot involving the payment of money or incurrence of any external expenses) each Grantor shall to procure that the relevant counterparty or insurer signs and delivers to the Security Agent an acknowledgement substantially in the form of that set out in the schedule to the relevant notice (until acquisition or such other form as the Security Agent may agree in its reasonable discretion) within 20 Business Days of service of such Grantor’s notice to the relevant counterparty or insurer (or such later date as the Security Agent may agree in its reasonable discretion) provided that, if the relevant Chargor has been unable to procure such acknowledgment within the relevant time period, its obligation to use commercially reasonable endeavours to procure such acknowledgment shall cease at the end of such period. (b) Notwithstanding anything in this Debenture to the contrary, until an Acceleration Event has occurred which is continuing, each Chargor shall be entitled to continue to operate and transact business in relation to the Insurance Policies (including exercising or waiving any of its rights by a third party other than an Affiliate as a consequence of foreclosure, assumption under such policies and agreements or transfer of the Assigned Agreements), remain liable under permitting any Insurance Policy to lapse) and the Assigned Agreements to the extent set forth therein not expressly prohibited by the Secured Debt Documents. (c) No Chargor shall be required to perform all procure that any Secured Party is entered as a loss payee on any Insurance Policy. (d) Upon or after the occurrence of its duties an Acceleration Event which is continuing: (i) the Security Agent may exercise (without any further consent or authority on the part of any Chargor and obligations thereunder irrespective of any direction given by any Chargor) any Chargor’s rights (including direction of any payments to the same extent as if this Agreement had not been executed; (BSecurity Agent) the exercise by the Collateral Agent of any of the rights hereunder (other than following an acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements) shall not release such Grantor from under any of its duties Insurance Policies or obligations under the Assigned Agreements; and (C) until assumed or transferred as aforesaid, the Collateral Agent shall have no obligation or liability under the Assigned Agreements by reason in respect of this Agreement, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Except as otherwise provided in this clause (ii), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Assigned Agreements. In connection with such collections, such Grantor may take (and during an Event of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or the Collateral Agent, as applicable, may deem necessary or advisable to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that, if requested by the Collateral Agent, it shall notify each party to the Assigned Agreements of the grant of the security interest therein and collateral assignment thereof to the Collateral Agent. No Grantor shall, except as specifically required or permitted by the Tax Equity Transaction Documents, take any action in connection with any Assigned Agreement to which would impair that Chargor is a party; and (ii) each Chargor shall hold any payment that it receives in respect of its Insurance Policies or any Assigned Agreement to which it is a party on trust for the security interest Security Agent, pending payment to the Security Agent for application in accordance with Clause 14 (Application of the Collateral Agent in the Collateralproceeds).

Assigned Agreements. Anything herein Shire hereby assigns, transfers and conveys to Mirum all of Shire’s and its Affiliates’ right, title and interest in and to the contrary notwithstandingAssigned Agreements and Mirum hereby (a) accepts such assignment, transfer and conveyance and agrees to timely perform, pay and discharge, as and when due, all duties and obligations of Shire and its Affiliates (AMirum and its Affiliates after assignment) each Grantor shall (until acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements), remain liable under the Assigned Agreements to the extent set forth therein arising on or after the Effective Date and excluding all liabilities arising from any failure by Shire or its Affiliates to perform timely perform, pay and discharge, as and when due, all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (B) the exercise by the Collateral Agent of any of the rights hereunder (other than following an acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements) shall not release such Grantor from any of Shire and its duties or obligations under the Assigned Agreements; and (C) until assumed or transferred as aforesaid, the Collateral Agent shall have no obligation or liability Affiliates under the Assigned Agreements by reason prior to the Effective Date, which shall remain liabilities of this AgreementShire or its Affiliates, nor shall the Collateral Agent and (b) agrees to be obligated to perform any of the obligations substituted for Shire or duties of such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Except as otherwise provided in this clause (ii), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Assigned Agreements. In connection with such collections, such Grantor may take (and during an Event of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or the Collateral AgentAffiliate, as applicable, may deem necessary or advisable to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that, if requested by the Collateral Agent, it shall notify each as a party to the Assigned Agreements from and after the Effective Date; provided, however, to the extent that any Assigned License Agreements cannot be assigned, transferred and conveyed to Mirum, Section 2.2 shall apply. For clarity, regardless of whether any residual license rights are granted under Section 2.2 under an Assigned License Agreement pending any assignment, transfer or conveyance of such Assigned License Agreement, Mirum shall be responsible for all payment obligations under such Assigned License Agreement, including reimbursement of any patenting costs and payments of any royalties and milestones required thereunder, that become due and payable on or after the Effective Date, but excluding all payment obligations arising from any failure by Shire or its Affiliates to timely perform, pay and discharge, as and when due, any payment obligations or other duties and obligations of Shire and its Affiliates under the Assigned Agreements prior to the Effective Date, which shall remain liabilities of Shire or its Affiliates; provided, however, that notwithstanding anything to the contrary herein, Shire shall be responsible for all payment obligations under the Assigned License Agreements that become due and payable whether on or after the Effective Date by virtue of payment of the grant Upfront Payment or issuance of the security interest therein and collateral assignment thereof Common Stock pursuant to the Collateral Agent. No Grantor shall, except as specifically required Investment Agreements to Shire or permitted by the Tax Equity Transaction Documents, take any action in connection with any Assigned Agreement which would impair the security interest of the Collateral Agent in the Collateralits Affiliates.

Assigned Agreements. Anything herein The list of material Third Party contracts to which GSK or its Affiliates is a party with respect to the contrary notwithstandingCompound or Products, (A) each Grantor shall (until acquisition including use of such Grantor’s rights by Compound or Products in the conduct of a third party other than an Affiliate clinical trial, as a consequence of foreclosure, assumption or transfer of the Second Restated Effective Date is set forth on Exhibit B, attached hereto (the “Assigned Agreements”). To the extent that GSK has a right to do so, remain liable under and GSK shall use Commercially Reasonable Efforts to obtain such right to do so, GSK will provide true and complete copies of the Assigned Agreements to Amicus within a reasonable period of time after the Second Restated Effective Date. Amicus may request that GSK assign its rights in such Assigned Agreements to Amicus on or after the Second Restated Effective Date and, to the extent set forth therein that GSK has a right to perform make such assignment and solely to the extent that such Assigned Agreement relates solely to Compound or Products, GSK will assign, and hereby assigns, to Amicus, and Amicus will assume, and hereby assumes, all of its duties GSK’s rights and obligations thereunder to the same extent as if this Agreement had not been executed; (B) the exercise by the Collateral Agent of any of the rights hereunder (other than following an acquisition of under such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosureAssigned Agreement, assumption or transfer of the Assigned Agreements) shall not release such Grantor from any of its duties or obligations under the Assigned Agreements; and (C) until assumed or transferred as aforesaid, the Collateral Agent shall have no obligation or liability under the Assigned Agreements including all claims for damages by reason of this past, present or future breach of such Assigned Agreement; provided, however, that Amicus shall not assume and shall not be liable for any obligations or liabilities of any nature whatsoever of GSK, whether known or unknown, accrued or not accrued, fixed or contingent, arising prior to the effective date of assignment of such Assigned Agreement. In the event such assignment is not requested by Amicus within thirty (30) days following Amicus’ receipt of a true and complete copy of an Assigned Agreement, nor shall or GSK does not have the Collateral Agent be obligated right to perform any make such assignment (after GSK has used Commercially Reasonable Efforts to obtain such right to assign by requesting consent of the obligations or duties of counterparty to such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Except as otherwise provided in this clause (iiAssigned Agreement), each Grantor shall continue then GSK will terminate such Assigned Agreement to collect, at its own expense, all amounts due the extent such Assigned Agreement relates to Compound or to become due to such Grantor under the Assigned AgreementsProducts. In connection addition, GSK shall promptly provide notice of termination and terminate any contract to which GSK or its Affiliates is a party with such collections, such Grantor respect to the Compound or Products that is not otherwise listed in Exhibit B (as may take (and during an Event of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or the Collateral Agent, as applicable, may deem necessary or advisable to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that, if requested be amended by the Collateral Agent, it shall notify each party Parties in accordance with Section 3.1) solely to the Assigned Agreements extent such contract relates to Compound or Products (“Terminated Agreements”). Upon termination of the grant of the security interest therein and collateral assignment thereof to the Collateral Agent. No Grantor shall, except as specifically required or permitted by the Tax Equity Transaction Documents, take any action in connection with any an Assigned Agreement which would impair the security interest or termination of the Collateral Agent a Terminated Agreement, GSK shall ensure that its Affiliates and Third Parties with whom GSK or its Affiliates have contracted under such Assigned Agreement (if not assigned to Amicus pursuant to this Section 4.4) or such Terminated Agreement shall transition all Products back to Amicus in the Collateralmanner set forth herein as if such Affiliate or other Third Party were named herein.

Assigned Agreements. Anything herein (a) Subject to Section 6.7(b) and Section 6.7(c) and pursuant to the contrary notwithstandingterms and conditions of the Assignment and Assumption Agreements, effective as of the Closing, (Ai) each Grantor shall (until acquisition Seller and its Affiliates will transfer and assign to Buyer all of such Grantor’s their rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements), remain liable and obligations under the Assigned Agreements arising following the Closing, and (ii) Buyer will accept the transfer and assignment of and agree to assume, pay, perform and discharge from and after the Closing all of the rights and obligations of the Assigned Agreements arising following the Closing. From the date of this Agreement through the Closing Date, except as otherwise expressly contemplated by this Agreement or consented to by Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Seller shall not (and shall cause its Affiliates (other than Safe Harbor) not to) assign, amend, terminate or waive any material term under any Assigned Agreement except to the extent set forth therein such assignment, amendment or waiver would not affect such Assigned Agreement post-Closing or otherwise have any adverse impact, costs or impose any other Liability on Safe Harbor or its Affiliates. (b) Seller and its Affiliates and Buyer will, in order to perform consummate the transactions contemplated in this Section 6.7, (i) proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable, to obtain any required Consents and, if applicable, make any required Filings in connection with the assignments contemplated by Section 6.7(a), and (ii) reasonably cooperate in good faith with the applicable counterparties to the Assigned Agreements and provide promptly such other information and communications to such counterparties to the Assigned Agreements as such counterparties to the Assigned Agreements may reasonably request in connection therewith. For the avoidance of doubt, it is specifically acknowledged and agreed that no Party nor any of its duties Affiliates shall be obligated to pay, reimburse or provide, or cause any of their respective Affiliates to pay, reimburse or provide, any compensation, consideration or charge to obtain any such Consent. Seller and obligations thereunder its Affiliates and Buyer will provide prompt notification to each other when any such Consent is obtained (or refused) and will advise each other of any material communications with any counterparties to the same extent as Assigned Agreements regarding any of the transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, this Section 6.7 shall not constitute an agreement to assign or assume any obligation, claim, right or benefit arising under any Assigned Agreement or resulting therefrom if this an attempted assignment or assumption thereof, without the Consent of a third party thereto, would constitute a breach thereof. Any transfer or assignment to Buyer by Seller and its Affiliates of any provision of any Assigned Agreement had that requires the Consent of any third party shall be made subject to such Consent being obtained. If such Consent is not been executed; (B) obtained, or if an attempted assignment thereof would be ineffective or would affect the exercise by the Collateral Agent rights or obligations of any of Seller or its Affiliates thereunder such that Buyer would not in fact receive all rights and obligations to be transferred to Buyer as contemplated by Section 6.7(a) above, Buyer will reasonably cooperate with the Seller and its Affiliates in any arrangement reasonably designed to provide that Buyer will have all of the rights hereunder and obligations of Seller and its Affiliates (including the economic benefits and risks thereof) following the Closing under any such Assigned Agreement to the extent that such rights and obligations are to be transferred to Buyer as contemplated by this Agreement. The Seller and its Affiliates and Buyer will execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the intent and purpose of this Section 6.7, including such further acts and things as may be reasonably required to assist any other than following an acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements) shall not release such Grantor from any of its duties or hereto in complying with their respective obligations under the any Assigned Agreements; Agreement. (d) Buyer and (C) until assumed Seller agree that amounts payable to Seller or transferred as aforesaid, the Collateral Agent shall have no obligation its Affiliates and amounts payable and obligations to be performed by Seller or liability its Affiliates under the Assigned Agreements by reason for periods prior to Closing shall be for the account of this AgreementSeller or its Affiliates, nor and amounts payable and obligations to be performed for periods following Closing shall be for the Collateral Agent be obligated account of Buyer. Buyer and Seller will instruct each applicable counterparty to perform any of the obligations or duties of such Grantor pay amounts owed thereunder or for pre-Closing periods to take any action Seller, and to collect or enforce any claim pay amounts owed thereunder for payment assigned hereunder. Except as otherwise provided in this clause (ii), each Grantor shall continue post-Closing periods to collect, at its own expense, all amounts due or to become due to such Grantor under the Assigned AgreementsBuyer. In connection with any event, however, any such collectionsproceeds received by Seller or its Affiliates attributable to post-Closing periods shall be promptly paid to Buyer, and any such Grantor may take (and during an Event of Default, at the Collateral Agent’s direction proceeds received by Buyer or its Affiliates attributable to pre-Closing periods shall take) such action as such Grantor or the Collateral Agent, as applicable, may deem necessary or advisable be promptly paid to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that, if requested by the Collateral Agent, it shall notify each party to the Assigned Agreements of the grant of the security interest therein and collateral assignment thereof to the Collateral Agent. No Grantor shall, except as specifically required or permitted by the Tax Equity Transaction Documents, take any action in connection with any Assigned Agreement which would impair the security interest of the Collateral Agent in the CollateralSeller.

Assigned Agreements. Anything herein The Parties shall execute an Assignment and Assumption Agreement applicable to each Assigned Agreement, in the contrary notwithstandingform attached hereto as Appendix 9. Until WG obtains any required Consents and the Parties have executed an Assignment and Assumption Agreement in respect of an Assigned Agreement, (A) each Grantor such agreements shall (until acquisition be considered a Service Provider Administered Agreement. Subject to WG obtaining any required Consents, WG shall assign, and Service Provider shall assume, all of such GrantorWG’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements), remain liable and obligations under the Assigned Agreements designated as: (i) “Expected to be Assigned (Reviewed)” provided that full disclosure of the extent set forth therein terms of such Agreements have been made as of the Effective Date or (ii) “Expected to perform be Assigned (Not Reviewed)”, 1. In the event that an Assigned Agreement designated as “Expected to be Assigned (Reviewed)” has not been fully disclosed as of the Effective Date, such Agreement shall be designated as “Expected to be Assigned (Not Reviewed).” Notwithstanding the foregoing, with respect to any Assigned Agreement designated as “Expected to be Assigned (Not Reviewed)” in Exhibit I to Work Agreement No. 1, Service Provider shall decide before the applicable Services Commencement Date whether it wishes to accept the assignment of such Assigned Agreement. If Service Provider wishes to accept assignment, and upon WG obtaining any required Consents, WG shall assign, and Service Provider shall assume, all of its duties WG’s rights and obligations thereunder to the same extent as if this Agreement had not been executed; (B) the exercise by the Collateral Agent of any of the rights hereunder (other than following an acquisition of under such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements) shall not release such Grantor from any of its duties or obligations under the Assigned Agreements; and (C) until assumed or transferred as aforesaid, the Collateral Agent shall have no obligation or liability under the Assigned Agreements by reason of this Agreement, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Except as otherwise provided in this clause (ii), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Assigned Agreements. In connection with such collections, such Grantor may take (and during an Event of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or the Collateral Agent, as applicable, may deem necessary or advisable If Service Provider wishes not to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that, if requested by the Collateral Agentaccept assignment, it shall notify each party WG prior to such Services Commencement Date, such agreement shall be considered a Service Provider Administered Agreement and the Parties will agree to an equitable adjustment to the Assigned Agreements of the grant of the security interest therein and collateral assignment thereof to the Collateral Agent. No Grantor shall, except as specifically required or permitted by the Tax Equity Transaction Documents, take any action in connection Charges associated with any such Assigned Agreement which pursuant to Paragraph 13.1(a)(i) of Exhibit C to Work Agreement No. 1. With respect to any Service Provider Administered Agreement that is identified in Exhibit I to Work Agreement No. 1 as being subject to an “Agreed Termination Date,” the Party responsible for any termination fees that would impair be required to terminate such Service Provider Administered Agreement is the security interest of the Collateral Agent in the CollateralParty so identified on Exhibit I to Work Agreement No. 1. WG shall have financial and administrative responsibility for Consents required to transfer or assign an Assigned Agreement or to allow Service Provider to manage or administer a Service Provider Administered Agreement.

Assigned Agreements. Anything herein If and to the contrary notwithstanding, (A) each Grantor shall (until acquisition extent the consent or approval of such Grantor’s rights by a any third party other than an Affiliate as a consequence of foreclosure, assumption is required for the assignment or transfer of any Assigned Agreement then: (a) the Assigned AgreementsParties will use commercially reasonable efforts to obtain the consent or approval of such third party prior to, but conditional on, Completion (including, without limitation, the entering into of any agreement, assurance or guarantee by the Purchaser reasonably required by such third party), remain liable under the Assigned Agreements ; (b) if and to the extent set forth therein that any such consent or approval is not obtained prior to Completion (including, without limitation, if any third party signature is required to any Assignment and Assumption Agreement(s)), the Parties will nevertheless proceed to Completion and will thereafter continue to use commercially reasonable efforts to obtain the consent or approval of such third party as soon as reasonably practicable (including, without limitation, the entering into of any agreement, assurance or guarantee by the Purchaser reasonably required by such third party) but, conditional on Completion, until such time as such assignment is effective: (i) the Seller will not undertake any action in breach of the terms of such Assigned Agreement other than pursuant to this Section (b) or otherwise with the prior written consent of the Purchaser; (ii) the Purchaser will procure that the Acquired Group will perform all and satisfy the obligations and Liabilities of its duties the Seller under such Assigned Agreement; (iii) the Seller will transfer and obligations thereunder pay to the same extent as Purchaser all consideration and other sums (if this Agreement had not been executed; (Bany) the exercise received by the Collateral Agent of any of Seller under such Assigned Agreement subsequent to Completion and otherwise take such further actions as may be reasonably necessary or desirable (subject to applicable Laws and the rights hereunder (other than following an acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer terms of the Assigned AgreementsAgreement) shall not release in order to confer the benefits of the Seller under such Grantor from any of its duties or obligations under Assigned Agreement on the Assigned AgreementsPurchaser; and (Civ) until assumed or transferred the Seller will take such further action as aforesaid, may be reasonably required by the Collateral Agent shall have no obligation or liability Purchaser in relation to the enforcement of Purchaser’s rights under the such Assigned Agreements by reason of this Agreement, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Except as otherwise provided in this clause (ii), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Assigned Agreements. In connection with such collections, such Grantor may take (and during an Event of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or the Collateral Agent, as applicable, may deem necessary or advisable to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that, if requested by the Collateral Agent, it shall notify each party subject to the Assigned Agreements Purchaser indemnifying and holding the Seller harmless in respect of the grant of the security interest therein and collateral assignment thereof to the Collateral Agent. No Grantor shall, except as specifically required or permitted by the Tax Equity Transaction Documents, take any action Liability arising in connection with any Assigned Agreement action so taken by the Seller (and the Seller will be entitled to require that the Purchaser provide payment in advance in respect of any such Liability which would impair may so arise as a condition precedent to the security interest of the Collateral Agent in the CollateralSeller undertaking any such action).

Assigned Agreements. Anything herein to On the contrary notwithstandingContribution Date, (A) each Grantor the HD-Parties shall (until acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements), remain liable under assign the Assigned Agreements to HDMOA and HDMOA shall assume the extent post-Contribution Date obligations of HD-Parties thereunder, pursuant to the terms and conditions set forth therein to perform all of its duties herein and obligations thereunder to in the same extent as if this Agreement had not been executed; (B) the exercise by the Collateral Agent of any of the rights hereunder (other than following an acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements) shall not release such Grantor from any of its duties or obligations under the Assigned Agreements; Assignment and (C) until assumed or transferred as aforesaid, the Collateral Agent shall have no obligation or liability under the Assigned Agreements by reason of this Assumption Agreement, nor and provided further that the Buyers shall provide the Collateral Agent be obligated to perform any of the obligations or duties of such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Except Guaranty as otherwise provided in this clause (ii), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Assigned AgreementsSection 3 hereto. In connection with such collections, such Grantor may take (and during an Event of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or the Collateral Agent, as applicable, may deem necessary or advisable to enforce collection of the amounts due under the Assigned Agreements, and in furtherance of the parties’ agreement to not seek third party consents, the HD-Parties shall cooperate with HDMOA and the Buyers in any reasonable arrangement designed to provide for HDMOA and the Buyers the benefits of such Assigned Agreements, including enforcement of any and all rights of HD-Parties against the other party thereto arising out of a breach or cancellation thereof by such other party or otherwise, and the right to purchase any of the relevant equipment at the end of the lease term or otherwise in the case of leased equipment. Such Grantor agrees The Buyers shall perform all such obligations on each Assigned Agreement on the HD-Parties’ behalf or in the Buyers’ discretion otherwise reimburse the HD-Parties for payments made for the benefit of the Buyers (provided, however, that the HD-Parties shall first have provided the Buyers with written evidence to the Buyers’ reasonable satisfaction that the HD-Parties actually made the payments for which they are being reimbursed). Notwithstanding anything to the contrary in this Agreement, the HD-Parties’ obligations to HDMOA and confirms that, if requested by the Collateral Agent, it shall notify each party Buyers with respect to the Assigned Agreements pursuant to this Section 8(e) shall expire upon fifteen (15) months following the Closing Date. In addition, neither the HD-Parties, nor their respective subsidiaries, or the successor of the grant any of the security interest therein and collateral assignment thereof to the Collateral Agent. No Grantor shallthem, except as specifically required or permitted by the Tax Equity Transaction Documents, will intentionally take any action in connection with any Assigned Agreement which would impair cause the security interest New York MRI facilities managed by them or any of their respective subsidiaries, which after the Collateral Agent Closing will be managed by a Buyer or any subsidiary of a Buyer, to lose the rights of such entities to participate in the Collateralrisk health plans and be parties to certain risk provider agreements in accordance with the settlement agreement with CareCore National LLC and its affiliates.

Assigned Agreements. Anything herein Each Grantor will use its best efforts to secure all consents and approvals necessary for the contrary notwithstanding, (A) each assignment to or for the benefit of the Agent of any Assigned Agreement held by such Grantor and to enforce the security interests granted hereunder. Each Grantor shall (until acquisition fully perform all of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer its obligations under each of the Assigned Agreements), and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Agreements that would cause the termination of an Assigned Agreement. Without limiting the generality of the foregoing, such Grantor shall take all action necessary to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Agreements. Each Grantor shall notify the Agent in writing, promptly after such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned Agreements, and shall diligently pursue such right and report to the Agent on all further developments with respect thereto. Each Grantor shall deposit into a Deposit Account at the Agent or subject to a Control Agreement for application to the Obligations, in accordance with the Credit Agreement, all amounts received by such Grantor as indemnification or otherwise pursuant to its Assigned Agreements. If any Grantor shall fail after the Agent’s demand to pursue diligently any right under its Assigned Agreements, or if an Event of Default then exists, the Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Agent for the benefit of the Lenders under any Assigned Agreement for any sum owing thereunder or to enforce any provision thereof, each Grantor shall indemnify and hold the Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from such Grantor to or in favor of such obligor or its successors. All such obligations of each Grantor shall be and remain enforceable only against such Grantor and shall not be enforceable against the Agent or the Lenders. Notwithstanding any provision hereof to the contrary, each Grantor shall at all times remain liable under the Assigned Agreements to the extent set forth therein to observe and perform all of its duties and obligations thereunder to under its Assigned Agreements, and the same extent as if this Agreement had not been executed; (B) the Agent’s or any Lender’s exercise by the Collateral Agent of any of their respective rights with respect to the rights hereunder (other than following an acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements) Collateral shall not release such any Grantor from any of its such duties and obligations. Neither the Agent nor any Lender shall be obligated to perform or fulfill any of any Grantor’s duties or obligations under the Assigned Agreements; and (C) until assumed or transferred as aforesaid, the Collateral Agent shall have no obligation or liability under the its Assigned Agreements or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by reason it thereunder or the sufficiency of this Agreementperformance by any party thereunder, nor shall the Collateral Agent be obligated or to perform present or file any of the obligations or duties of such Grantor thereunder claim, or to take any action to collect or enforce any claim for performance, any payment assigned hereunder. Except as otherwise provided in this clause (ii)of any amounts, each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Assigned Agreements. In connection with such collections, such Grantor may take (and during an Event any delivery of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or the Collateral Agent, as applicable, may deem necessary or advisable to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that, if requested by the Collateral Agent, it shall notify each party to the Assigned Agreements of the grant of the security interest therein and collateral assignment thereof to the Collateral Agent. No Grantor shall, except as specifically required or permitted by the Tax Equity Transaction Documents, take any action in connection with any Assigned Agreement which would impair the security interest of the Collateral Agent in the Collateralproperty.

Assigned Agreements. Anything herein Exhibit 9 sets forth the list of Assigned Agreements assigned by Michaels to Supplier as of the Effective Date. Michaels shall execute reasonable documentation requested by Supplier to give effect to the contrary notwithstandingassignment of Assigned Agreements. No other Michaels Third Party Contracts shall be considered as an Assigned Agreement unless and until Supplier and Xxxxxxx mutually agree on the assignment and execute an appropriate assignment agreement for the applicable Michaels Third Party Contract. The effective date of assignment shall be as set forth in such assignment agreement (“Assignment Date”). With respect to each Assigned Agreement, (A) Michaels retains the responsibility and liability for obligations, performances and liabilities relating to the period prior to the Assignment Date. Supplier shall assume. all post assignment obligations and post-assignment liability for each Grantor shall (until acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer Assigned Agreement on and from the Assignment Date of the Assigned Agreements), remain liable under the Assigned Agreements Agreement. Supplier shall agree to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (B) the exercise be bound by the Collateral Agent of any of the rights hereunder (other than following an acquisition terms of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosureAssigned Agreement from and after the Assignment Date. Any modification, assumption termination or transfer of the Assigned Agreements) shall not release such Grantor from any of its duties cancellation fees or obligations under the Assigned Agreements; and (C) until assumed or transferred as aforesaid, the Collateral Agent shall have no obligation or liability under the Assigned Agreements by reason of this Agreement, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of such Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Except as otherwise provided in this clause (ii), each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Assigned Agreements. In connection with such collections, such Grantor may take (and during an Event of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or the Collateral Agent, as applicable, may deem necessary or advisable to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that, if requested by the Collateral Agent, it shall notify each party to the Assigned Agreements of the grant of the security interest therein and collateral assignment thereof to the Collateral Agent. No Grantor shall, except as specifically required or permitted by the Tax Equity Transaction Documents, take any action charges imposed upon Michaels in connection with any modification, termination or cancellation of, or consent or waiver under, an Assigned Agreement made by Supplier after the Assignment Date shall be paid by Supplier. Michael’s shall reimburse Supplier for all damages, claims, costs and expenses asserted against Supplier with respect to any claims that relate to the period prior to the Assignment Date, except to the extent that such claim arises as a result of the acts or omissions of Supplier. If Michaels has prepaid any amounts under any Assigned Agreement which would impair apply to obligations to be performed after the security interest of Assignment Date, Supplier shall reimburse or credit Michaels (at Michaels’ discretion) for such amounts on the Collateral Agent first invoice provided by Supplier to Michaels after such amounts have been identified unless the Parties have agreed to different stipulations in the Collateralrelevant assignment agreement.