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 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 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.