Common use of Assigned Contracts Clause in Contracts

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor Such Credit Party shall notify the Lender Agent in writing, promptly after the Grantor such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, Agent may, and at the Lender may direction of Required Lenders shall, directly enforce such right in its own or the Grantorsuch Credit Party’s name and may enter into such settlements or other agreements with respect thereto as the Lender Agent shall determine. In any suit, proceeding or action brought by the Lender Agent under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Credit Parities shall indemnify and hold the Lender Agent and Lender 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 the Grantor such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Grantor Credit Parties shall be and remain enforceable only against the Grantor Credit Parties and shall not be enforceable against the Agent or Lender. Notwithstanding any provision hereof to the contrary, the Grantor Credit Parties shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAgent’s exercise of any of its rights with respect to the Collateral shall not release the Grantor Credit Parties from any of such duties and obligations. The Neither Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantorany Credit Party’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor Debtor shall take all action reasonably necessary or appropriate appropriate, as determined solely by the Debtor, 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 the Assigned Contracts. The Grantor Debtor shall notify the Lender Secured Party in writing, promptly after the Grantor Debtor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its the material Assigned Contracts, and shall diligently pursue pursue, as it deems appropriate, such right and report to the Lender Secured Party on all further developments with respect thereto. The Grantor Debtor shall deposit into a Deposit Account at remit directly to the Lender or subject to a Deposit Account Control Agreement Secured Party for application to the Obligations in such order as the Secured Obligations, in accordance with Section 2.16 of the Credit AgreementParty shall determine, all amounts received by the Grantor Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Debtor shall fail after the Lender’s Secured Party's demand to pursue diligently any right under its the material Assigned Contracts, or if a an Event of Default then exists, the Lender Secured Party may directly enforce such right in its own or the Grantor’s Debtor's name and may enter into such settlements or other agreements with respect thereto as the Lender Secured Party, shall determine. In any suit, proceeding or action brought by the Lender Secured Party under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Debtor shall indemnify indemnify, defend and hold the Lender and Lender Secured Party harmless from and against all expenseexpense (including without limitation Attorney Costs), 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 the Grantor Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Debtor to or in favor of such obligor or its successors. All such obligations of the Grantor Debtor under an Assigned Contract shall be and remain enforceable only against the Grantor Debtor and shall not be enforceable against the LenderSecured Party. Notwithstanding any provision hereof to the contrary, the Grantor Debtor shall at all times remain liable to observe and perform all of its material duties and obligations under its the Assigned Contracts, and the Lender’s Secured Party's exercise of any of its rights with respect to the Collateral shall not release the Grantor Debtor from any of such duties and obligations. The Lender Secured Party shall not be obligated to perform or fulfill any of the Grantor’s Debtor's duties or obligations under its the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The If requested by the Administrative Agent, such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Administrative Agent and the Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail after the LenderAdministrative Agent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Administrative Agent and Lender Secured Parties 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the Secured Parties. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAdministrative Agent’s or any Secured Party’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Neither the Administrative Agent nor any Secured Party shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Upon request by the Administrative Agent after the occurrence and during the continuation of an Event of Default, each Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Each Grantor shall fully perform all of its material obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that no Grantor shall take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the each Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor Grantors shall notify the Lender Administrative Agent and the Lenders in writing, promptly after the any 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Grantor If the Administrative Agent has the right to exercise cash dominion pursuant to the terms of Section 7.3 of this Agreement, the Grantors shall deposit into a Deposit Account at the Lender Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.18 of the Credit Agreement, all amounts received by the any Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the any Grantor shall fail after the LenderAdministrative Agent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Grantors shall indemnify and hold the Lender Administrative Agent and Lender 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 the any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the any Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor Grantors shall be and remain enforceable only against the Grantor Grantors and shall not be enforceable against the LenderAdministrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the each Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Administrative Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the any Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any Lender shall not be obligated to perform or fulfill any of the any Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor (a) During the Interim Period, Buyer and Seller shall fully perform use commercially reasonable efforts to obtain all of its obligations under each required Consents to the assignment to Buyer of the Assigned Contracts from the applicable counterparties thereto (each, a “Counterparty”), effective as of the Closing Date, in accordance with the following: (i) Seller shall have primary responsibility for obtaining all necessary Consents to the assignment of Material Contracts, provided that Buyer shall cooperate with Seller’s efforts in this regard and shall use commercially reasonable efforts to assist Seller when so requested by Seller. Seller shall have primary responsibility for obtaining all necessary Consents to the assignment of Other Assigned Contracts, and in furtherance thereof, to the maximum extent permitted by Law and each applicable Other Assigned Contract, Seller appoints Buyer as Seller’s agent to obtain all required Consents of any Counterparty to each of the Other Assigned Contracts for the assignment thereof to Buyer effective as of the Closing Date, which Seller shall enforce all pursue, using commercially reasonable efforts, in accordance with a mutually agreed protocol and form letters to be sent to such Counterparties. (ii) To the extent that any Assigned Contract relates to assets or services that are both used in the operations of one or more Facilities and used by Seller in its other operations, the Parties shall cooperate and use commercially reasonable efforts to obtain the required Consent for any partial assignment, apportionment or other arrangement as may be necessary or practicable to permit Buyer to obtain such portion of assets or services necessary for the continued operation of such Facilities on and after the Closing Date, and to permit Seller to retain such other rights or portion of the assets or services to continue its operations on and after the Closing Date, it being understood that the portion of each such Assigned Contract relating to Buyer’s continued operation of such Facilities on and after the Closing Date must be assigned to or otherwise obtained by Buyer as of the Closing pursuant to Section 2.1(e), and Schedule 2.1(e) (with respect to Material Contracts) shall be updated accordingly. (iii) Seller shall reasonably cooperate with Buyer in providing any notices to Counterparties as may be required by the terms of any Assigned Contract or as Buyer (acting reasonably) may deem necessary or advisable, including notices providing Counterparties with updated notice information and updated bank account information to which any applicable payments should be made by such Counterparties. Buyer shall, where necessary, enter into a master agreement or similar enabling agreement with any Counterparty, on substantially the same terms as those in place on the Effective Date in a master or enabling agreement between Seller and such Counterparty, in connection with the assignment to Buyer of one or more purchase orders or similar Contracts subject to such master agreement or enabling agreement with Seller. (iv) For the avoidance of doubt, it is specifically acknowledged and agreed by the Parties that neither Party shall be obligated to incur, pay, reimburse or provide or cause any of their respective Affiliates to incur, pay, reimburse or provide, any liability, compensation, consideration or charge to obtain the Consent of any Counterparty to the assignment of any Assigned Contract except to the extent set forth in or required by the terms of such Assigned Contract. (v) To the extent that Seller’s rights under any Contract included as an Acquired Asset may not be assigned without the Consent of another Person, and such Consent has not been obtained by the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful or ineffective (or would otherwise impair Buyer’s rights and remedies obligations thereunder), and such Contract shall not be so assigned at the Closing (such non-assigned Contracts, the “Non-Assigned Contracts”). Seller and Buyer shall continue to comply with their obligations under this Section 5.3(a) to the extent and for so long as the applicable Non-Assigned Contract shall not have been assigned to Buyer (and Seller, to the maximum extent permitted by Law and such Non-Assigned Contract, shall appoint Buyer to be Seller’s agent with respect to such Non-Assigned Contract for the purpose of obtaining an assignment thereof to Buyer); provided that neither Seller nor Buyer shall have any obligation to offer or pay any consideration in order to obtain any such Consent to assignment; provided, further, that Buyer and Seller shall use their commercially reasonable efforts, to the maximum extent permitted by Law and such Non-Assigned Contract, to enter into one or more back-to-back Contracts, or such other reasonable arrangements, that would place Buyer in the same or a substantially similar position and provide Buyer the same or substantially similar rights, privileges, liabilities, benefits and obligations, in each case, as it deems appropriate if such Non-Assigned Contract had been assigned to Buyer as of the Closing. (b) During the Interim Period, Buyer and Seller shall use commercially reasonable efforts to obtain all required Consents to the assignment to Buyer of any warranty described in its business judgmentSection 2.1(c), effective as of the Closing Date. Without limiting To the generality extent that Seller’s rights under any such warranty may not be assigned without the Consent of another Person, and such Consent has not been obtained by the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful or ineffective (or would otherwise impair Buyer’s rights and obligations thereunder), and such warranty shall not be so assigned at the Closing. Seller and Buyer shall continue to comply with their obligations under this Section 5.3(b) to the extent and for so long as the applicable warranty shall not have been assigned to Buyer, and Seller, to the maximum extent permitted by Law and such warranty, shall from and after the Closing, appoint Buyer to be Seller’s agent for the purpose of enforcing such warranty so as to the maximum extent possible to provide Buyer with the rights and obligations of such warranty. Notwithstanding the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender Seller shall not be obligated to perform bring or fulfill file suit against any of the Grantor’s duties Third Party; provided that if Seller shall determine not to bring or obligations under its Assigned Contracts or file suit after being requested by Buyer to make any payment thereunderdo so, or to make any inquiry as Seller shall, to the nature maximum extent permitted by Law or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunderapplicable Contract, or to present enter into such reasonable arrangements with Buyer so that Buyer may bring or file any claim, or such suit with respect to take any action to collect or enforce any performance, any payment the rights of any amounts, or any delivery of any propertySeller.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to If a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Loan Party shall fail after the Lender’s Agent's demand to pursue diligently any material right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s such Loan Party's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Agent and Lender 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 the Grantor a Loan Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor a Loan Party to or in favor of such obligor or its successors. All such obligations of the Grantor a Loan Party shall be and remain enforceable only against the Grantor such Loan Party and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor each Loan Party shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor such Loan Party from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s a Loan Party's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Agent and Lender 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 the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor Borrower and not the Agent or the Lenders shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor For those Assigned Contracts where Merck Serono has the right to assign the Assigned Contract to a Third Party, the assignment shall fully perform be effective at the Transfer Time. For any Assigned Contract which, by its terms, is not assignable, the Parties shall [*] use Commercially Reasonable Efforts to obtain the assignment from the applicable Third Party. Where an Assigned Contract is not assigned to BioMarin at the Transfer Time, Merck Serono shall, at BioMarin’s written request, continue to maintain such Assigned Contract as part of the Transition Services to allow BioMarin to operate under such Assigned Contract and BioMarin shall reimburse Merck Serono for all of Merck Serono’s costs and expenses, including its internal personnel costs at the FTE Rate, in maintaining the Assigned Contract and performing Merck Serono’s obligations under each thereunder; provided that Merck Serono may provide notice of termination of an Assigned Contract to a Third Party so long as such termination of Assigned Contract is not effective until [*] or later. Following [*], Merck Serono may, at its sole discretion, discontinue using such efforts to obtain consents of Third Parties and may terminate any Assigned Contract that has not been assigned. For the avoidance of doubt, the Parties agree that BioMarin shall, subject to Section 3.02(a)(v), be responsible for all costs relating to all Assigned Contracts after the Transfer Time, whether or not an Assigned Contract has been assigned by the Transfer Time; provided that to the extent that an Assigned Contract is not assigned to BioMarin by [*], BioMarin shall have no obligation for any costs related to terminating such Assigned contract and shall have no obligation for any costs after the earlier of (a) the date Merck Serono terminates such Assigned Contract or (b) such time as Merck Serono is not maintaining the Assigned Contract as part of the Transition Services due to the end of the Initial Transition Services Period or the Subsequent Transition Period, as applicable. To the extent that Merck makes a payment under an Assigned ContractsContract that is allocable on or after the Transfer Time, or BioMarin makes a payment under an Assumed Contract that is allocable prior to the Transfer Time, then the Parties shall agree in good faith on a fair and equitable allocation of such payment and if they are unable to do so within 30 days after the commencement of such good faith negotiations (or such other period as Merck Serono and BioMarin may mutually agree in writing), then Merck Serono and BioMarin shall submit the matter to an independent certified public accounting firm of recognized national standing in the [*], and such accounting firm shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to make a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry determination as to the nature or sufficiency resolution of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any propertysuch allocation.

Assigned Contracts. The Grantor (A) At and effective as of the Closing, Seller shall fully perform assign all rights and delegate performance of all its obligations duties to Buyer under each of the Assigned Contracts, and Buyer shall enforce assume and agree to perform all duties of its rights and remedies thereunder, in Seller under each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 such Assigned Contracts. The Grantor Such assumption by Buyer includes its assumption of any termination charges associated with a termination of any such Assigned Contract made after the Closing. No contracts relating to the ownership and/or operation of the Assets shall notify be assigned by Seller under this Agreement other than the Lender Assigned Contracts. (B) Notwithstanding Section 12.2(A), the Assigned Contracts described in writing, Schedule 4 - Assigned Contracts as requiring consent from Third Parties (other than Customary Post Closing Consents) as a condition to any such transfer or assignment shall not be transferred or assigned unless the proper consent shall have been obtained. Seller and Buyer shall cooperate and shall undertake promptly after the Grantor becomes aware Effective Date such action as may be required to satisfy any such notice or consent requirements as of the Closing Date, but at no out-of-pocket cost to Seller. If Seller fails to obtain a consent (other than a Customary Post Closing Consent) prior to the Closing and the failure to obtain such consent would cause (i) the assignment of such Asset to Buyer to be void or (ii) termination of the Assigned Contract under the express terms thereof, of any event then the Asset (or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or portion thereof) subject to such failed consent shall be excluded from the Assets to be conveyed to Buyer. For a Deposit Account Control Agreement for application period of 90 days following Closing, Seller and Buyer shall use their commercially reasonable efforts to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant attempt to its Assigned Contractsobtain any such consent. If such consent is obtained within such period, then Seller shall convey to Buyer the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, Asset (or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision portion thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing ) which was excluded from the Grantor Assets. Until such consent is obtained, Seller and Buyer shall use reasonable efforts to or in favor of such obligor or its successors. All such provide to Buyer the benefits and obligations of the Grantor shall be and remain enforceable only against affected Assets so long as the Grantor and shall foregoing does not be enforceable against result in the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise breach of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its underlying Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any propertyContract.

Assigned Contracts. The Grantor Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor Such Credit Party shall notify the Lender Agent in writing, promptly after the Grantor such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, Agent may, and at the Lender may direction of Required Lenders shall, directly enforce such right in its own or the Grantorsuch Credit Party’s name and may enter into such settlements or other agreements with respect thereto as the Lender Agent shall determine. In any suit, proceeding or action brought by the Lender Agent under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Credit Parities shall indemnify and hold the Lender Agent and Lender 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 the Grantor such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Xxxxxx’s gross negligence or willful misconduct. All such obligations of the Grantor Credit Parties shall be and remain enforceable only against the Grantor Credit Parties and shall not be enforceable against the Agent or Lender. Notwithstanding any provision hereof to the contrary, the Grantor Credit Parties shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAgent’s exercise of any of its rights with respect to the Collateral shall not release the Grantor Credit Parties from any of such duties and obligations. The Neither Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantorany Credit Party’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s such Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrowers shall indemnify and hold the Lender and Lender Agent 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 the Grantor applicable Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor such Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor applicable Borrower shall be and remain enforceable only against the Grantor such Borrower and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor each Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor such Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s any Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. (a) Notwithstanding any provision hereof anything herein to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract if, notwithstanding the Grantor provisions of Sections 363 and 365 of the Bankruptcy Code, an attempted assignment thereof, without the consent of any other person party thereto, would constitute a breach thereof (unless the restrictions on assignment would be rendered ineffective pursuant to Sections 9-406 through 9-409, inclusive, of the Uniform Commercial Code, as amended). If, notwithstanding the provisions of Sections 363 and 365 of the Bankruptcy Code, such consent or approval is required but not obtained, neither Sellers nor Buyer shall at all times remain liable be in breach of this Agreement nor shall the Purchase Price be adjusted; provided that if any such consent or approval is required but not obtained and Buyer waives, to observe and perform the extent applicable, any condition precedent with respect thereto, then, Sellers shall cooperate with Buyer without further consideration, in any reasonable arrangement designed to provide Buyer with all of its duties the benefits of or under any such Assigned Contract, including but not limited to enforcement for the benefit of Buyer of any and all rights of Sellers against any person party to the Assigned Contract arising out of the breach or cancellation thereof by such person. (b) If the Closing occurs and the Sellers have implemented any reasonable arrangements pursuant to Section 5.11(a), then, from and after the Closing, Buyer shall be responsible for all payment and other obligations under its Assigned Contractsunder, and for all costs of enforcing rights under, the Lender’s exercise Contracts underlying such arrangements to the same extent as if such Contracts had been assigned (it being understood and agreed that, from and after the Closing, Sellers (and any of their successors or assigns, including any chapter 7 or chapter 11 trustee, any examiner with expanded powers, responsible person, liquidating trustee or similar estate representative) shall continue to cooperate with Buyer in any reasonable arrangement designed to provide Buyer with all of the benefits of or under any such Contracts (e.g., forwarding any commissions, fees or other payments made to Sellers after the Closing under or in respect of any such Contracts in accordance with the instructions provided by Buyer), including but not limited to enforcement for the benefit of its Buyer of any and all rights with respect of Sellers against any person party to such Contract arising out of the breach or cancellation thereof by such person). Any assignment to Buyer of any Assigned Contract that shall, notwithstanding the provisions of Sections 363 and 365 of the Bankruptcy Code, require the consent or approval of any person for such assignment as aforesaid shall be made subject to such consent or approval being obtained. (c) Notwithstanding anything in this Agreement to the Collateral contrary, (i) at any time prior to the Closing, Buyer will be entitled, in its sole discretion, to designate any Assigned Contract as an Excluded Asset by providing written notice thereof to Sellers and any contract so designated shall be an “Excluded Asset” (and not release an “Assigned Contract”) for all purposes hereunder, provided, however, that so long as Sellers provide Buyer with access to Sellers’ counterparties of the Grantor from Assigned Contracts on and after the Petition Date, Buyer shall provide written notice to Sellers by July 3, 2018 if it desires to designate that certain Master Geophysical Data Acquisition Agreement dated December 12, 2012, between Geokinetics USA, Inc. and TGS-NOPEC Geophysical Company (the “TGS Contract”) as an Excluded Asset (and not an “Assigned Contract”) and (ii) at any time prior to the Closing Date, Buyer will be entitled, in its sole discretion, to direct Sellers to add to the list of such duties Assigned Contracts any Contract used or held for use in or related to the Business to which any Seller is a party by providing written notice thereof to Sellers, and obligationsany Contract so designated will constitute an Purchased Asset. The Lender Any Assigned Contract that is designated as an Excluded Asset in accordance with the foregoing sentence shall not be obligated assumed and assigned to perform the Buyer hereunder; any Assigned Contract that is designated as a Purchased Asset in accordance with the foregoing sentence shall be assumed and assigned to the Buyer hereunder. (d) Buyer shall, on or fulfill any prior to the Closing, pay all Cure Costs up to the Cure Costs Cap. (e) With respect to each Assigned Contract, Buyer shall provide adequate assurance of the Grantorfuture performance of such Assigned Contract by Buyer. Buyer shall take such actions as may be reasonably requested by Sellers to assist Sellers in obtaining the Bankruptcy Court’s duties or obligations under its Assigned Contracts or entry of the Sale Order and any other order of the Bankruptcy Court reasonably necessary to make any payment thereunder, or to make any inquiry as to consummate the nature or sufficiency of any payment or property received transactions contemplated by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any propertythis Agreement.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender Administrative Agent and the Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.18 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the LenderAdministrative Agent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender Administrative Agent and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the LenderAdministrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Administrative Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contractscomply with this Section, or if a Default or an Event of Default then exists, Agent may, and at the Lender may direction of the Majority Lenders Agent shall, directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by Agent for the Lender benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold Agent and the Lender and Lender Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, recoupment or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successorssuccessors or assigns. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the Agent or Lender. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s Agent's or Lenders' exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Lender None of Agent or Lenders shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property. The undertaking of Borrower in this Section shall survive the termination of this Agreement and the payment of all Obligations hereunder.

Assigned Contracts. The Grantor (A) At and effective as of the Closing, Seller shall fully perform assign all rights and delegate performance of all its obligations duties to Buyer under each of the Assigned Contracts, and Buyer shall enforce assume and agree to perform all duties of its rights and remedies thereunder, in Seller under each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 such Assigned Contracts. The Grantor Such assumption by Buyer includes its assumption of any termination charges associated with a termination of any such Assigned Contract made after the Closing. No contracts relating to the ownership and/or operation of the Assets shall notify be assigned by Seller under this Agreement other than the Lender Assigned Contracts. (B) Notwithstanding Section 12.2(A), the Assigned Contracts described in writing, Schedule 4 - Assigned Contracts as requiring consent from Third Parties (other than Customary Post Closing Consents) as a condition to any such transfer or assignment shall not be transferred or assigned unless the proper consent shall have been obtained. Seller and Buyer shall cooperate and shall undertake promptly after the Grantor becomes aware Effective Date such action as may be required to satisfy any such notice or consent requirements as of the Closing Date, but at no out- of-pocket cost to Seller. If Seller fails to obtain a consent (other than a Customary Post Closing Consent) prior to the Closing and the failure to obtain such consent would cause (i) the assignment of such Asset to Buyer to be void or (ii) termination of the Assigned Contract under the express terms thereof, of any event then the Asset (or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or portion thereof) subject to such failed consent shall be excluded from the Assets to be conveyed to Buyer. For a Deposit Account Control Agreement for application period of 90 days following Closing, Seller and Buyer shall use their commercially reasonable efforts to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant attempt to its Assigned Contractsobtain any such consent. If such consent is obtained within such period, then Seller shall convey to Buyer the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, Asset (or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision portion thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing ) which was excluded from the Grantor Assets. Until such consent is obtained, Seller and Buyer shall use reasonable efforts to or in favor of such obligor or its successors. All such provide to Buyer the benefits and obligations of the Grantor shall be and remain enforceable only against affected Assets so long as the Grantor and shall foregoing does not be enforceable against result in the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise breach of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its underlying Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any propertyContract.

Assigned Contracts. The Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Agent of any Assigned Contract held by such Grantor having an aggregate contract value in excess of $100,000 and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Agent in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Agent on all further developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.10 of the Credit Loan Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail after the LenderAgent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender Agent may directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Agent shall determine. In any suit, proceeding or action brought by the Lender Agent under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender and Lender Agent 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAgent’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Agent shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower or LDM Canada shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s Borrower's or LDM Canada's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Agent and Lender 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 the Grantor Borrower or LDM Canada of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower or LDM Canada to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower or LDM Canada shall be and remain enforceable only against the Grantor Borrower or LDM Canada, as the case may be, and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor Borrower or LDM Canada, as the case may be, shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower or LDM Canada, as the case may be, from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's or LDM Canada's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Each Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract held by any Grantor and to enforce the security interests granted hereunder. Each Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that no Grantor shall take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the each Grantor shall take all action necessary or appropriate 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 Contracts. The Each Grantor shall notify Agent and the Lender Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Agent on all further developments with respect thereto. The Each Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the any Grantor shall fail after the LenderAgent’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, Agent may, and at the Lender may direction of the Required Lenders shall, directly enforce such right in its own or the any Grantor’s name and may enter into such settlements or other agreements with respect thereto as Agent or the Lender Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by Agent for the Lender benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Grantors shall jointly and severally indemnify and hold the Lender Agent and Lender 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 the any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the any Grantor to or in favor of such obligor or its successors. All such obligations of the each Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against Agent or the LenderLenders. Notwithstanding any provision hereof to the contrary, the each Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the any Grantor from any of such duties and obligations. The Neither Agent nor any Lender shall not be obligated to perform or fulfill any of the any Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Upon the occurrence and during the continuance of an Event of Default, such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its material obligations under each of the its Assigned ContractsContracts constituting a Credit Card Agreement, 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 Contracts constituting a Credit Card Agreement which would cause the termination of an Assigned Contract constituting a Credit Card Agreement. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially a material adverse effect upon, the full enforcement of all indemnification rights under any of its Assigned ContractsContracts constituting a Credit Card Agreement. The Such Grantor shall notify the Lender Administrative Agent in writing, promptly after the 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 material Assigned ContractsContracts constituting a Credit Card Agreement, and shall diligently pursue such right and report to the Lender Administrative Agent on all further material developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.18 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail within two Business Days after the LenderAdministrative Agent’s demand to pursue diligently any right rights under any of its material Assigned ContractsContracts constituting a Credit Card Agreement, or if a Default then existsupon the occurrence and during the continuance of an Event of Default, the Lender may Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right Grantor’s rights under any Assigned Contract in its the Administrative Agent’s own name on behalf of the Secured Parties, or the in such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Administrative Agent and Lender the other Secured Parties 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the other Secured Parties. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAdministrative Agent’s or any other Secured Party’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Neither the Administrative Agent nor any other Secured Party shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any material right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Agent and Lender 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 the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor Borrowers shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and ; provided that Borrowers shall not take any action which would have or fail to take any materially adverse effect upon, the full enforcement of all indemnification rights under action with respect to its Assigned ContractsContracts that would cause the termination of an Assigned Contract (unless such action or failure to take such action was in the exercise of Borrowers’ business judgment). The Grantor Upon and during the continuance of an Event of Default, Borrowers shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report remit directly to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement Agent for application to the Secured Obligations, Obligations in accordance with Section 2.16 of such order as the Credit AgreementAgent shall determine, all amounts received by the Grantor as indemnification or otherwise Borrowers pursuant to its Assigned Contracts. If Upon and during the Grantor continuance of an Event of Default, if any Borrowers shall fail after the Lender’s demand to pursue diligently any right under its material an Assigned Contracts, or if a Default then exists, the Lender Agent may directly enforce such right in its own the Lenders’ or the Grantora Borrower’s name and may enter into such settlements or other agreements with respect thereto as the Lender Agent shall determine. In any Upon and during the continuance of an Event of Default, the Agent, in its own name or in the name of Borrower(s), may bring suit, proceeding proceeding, or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor Borrowers under any Assigned Contract shall be and remain enforceable only against the Grantor Borrowers and shall not be enforceable against the LenderAgent or Lenders. Notwithstanding any provision hereof to the contrary, the Grantor Borrowers shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAgent’s or Lenders’ exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor a Borrower from any of such duties and obligations. The Lender Lenders shall not be obligated to perform or fulfill any of the Grantora Borrower’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The (a) Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Administrative Agent and the Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail after the LenderAdministrative Agent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Administrative Agent and Lender 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Administrative Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any Lender shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder, except where the failure to obtain such consent or approval could not reasonably be expected to result in a Material Adverse Effect. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract unless the Grantor shall have reasonably determined that the termination of such Assigned Contract would not have a Material Adverse Effect. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Collateral Agent in writing, promptly after the such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification in an amount in excess of $500,000 under any of its material Assigned Contracts, and shall diligently pursue such right to recover such claim and report to the Lender Collateral Agent on all further developments with respect thereto. The If Full Cash Dominion shall be in effect, such Grantor shall deposit into a Deposit Account at the Lender Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement) or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, Obligations all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If Subject to the Discharge of the First Priority Credit Agreement Secured Obligations, if such Grantor shall fail after the LenderCollateral Agent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Collateral Agent may, and at the direction of the Required Holders shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Collateral Agent or the Required Holders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Collateral Agent for the benefit of the Holders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Collateral Agent and Lender Holders 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderCollateral Agent or the Holders. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderCollateral Agent’s or any Holder’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Neither the Collateral Agent nor any Holder shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor Borrower shall fully perform all not and shall not permit LDM Canada to, without the Agent's and the Majority Lender's prior written consent, modify, amend, supplement, compromise, satisfy, release, or discharge any of its obligations under each of the Assigned Contracts, and shall enforce all any collateral securing the same, any Person liable directly or indirectly with respect thereto, or any agreement relating to any of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting Assigned Contracts or the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contractscollateral therefor. The Grantor Borrower shall notify the Lender Agent and the Lenders in writing, promptly after the Grantor Borrower or LDM Canada becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue or cause LDM Canada diligently to pursue such right and report to the Lender Agent on all further developments with respect thereto. The Grantor Borrower shall deposit into a Deposit Account at remit directly to the Lender or subject to a Deposit Account Control Agreement Agent for application to the Secured Obligations, Obligations in accordance with Section 2.16 of such order as the Credit AgreementMajority Lenders shall determine, all amounts received by the Grantor Borrower or LDM Canada as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower or LDM Canada shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s Borrower's or LDM Canada's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Agent and Lender 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 the Grantor Borrower or LDM Canada of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower or LDM Canada to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower or LDM Canada shall be and remain enforceable only against the Grantor Borrower or LDM Canada, as the case may be, and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor Borrower or LDM Canada, as the case may be, shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower or LDM Canada, as the case may be, from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's or LDM Canada's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s Secured Party's demand to pursue diligently any right under its the material Assigned Contracts, or if a an Event of Default then exists, the Lender Secured Party may directly enforce such right in its own or the Grantor’s Grantors' name and may enter into such settlements or other agreements with respect thereto as the Lender Secured Party, shall determine. In any suit, proceeding or action brought by the Lender Secured Party under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Grantors shall indemnify indemnify, defend and hold the Lender and Lender Secured Party harmless from and against all expenseexpense (including without limitation Attorney Costs), 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 the any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the any Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor Grantors under an Assigned Contract shall be and remain enforceable only against the Grantor Grantors and shall not be enforceable against the LenderSecured Party. Notwithstanding any provision hereof to the contrary, the Grantor Grantors shall at all times remain liable to observe and perform all of its material duties and obligations under its the Assigned Contracts, and the Lender’s Secured Party's exercise of any of its rights with respect to the Collateral shall not release the any Grantor from any of such duties and obligations. The Lender Secured Party shall not be obligated to perform or fulfill any of the Grantor’s Grantors' duties or obligations under its the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Administrative Agent and the other Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.18 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail after the LenderAdministrative Agent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Administrative Agent and Lender the other Secured Parties 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the other Secured Parties. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAdministrative Agent’s or any other Secured Party’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Neither the Administrative Agent nor any other Secured Party shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property...

Assigned Contracts. The Grantor Each Loan Party shall fully perform all of its material obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; PROVIDED, HOWEVER, that no Loan Party shall take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract, if the termination of such Assigned Contract could reasonably be expected to have a Material Adverse Effect unless (i) the other party thereto is in material default thereunder or (ii) the Loan Party is simultaneously entering into a similar contract on terms the same as or more favorable to such Loan Party. Without limiting the generality of of, but subject to, the foregoing, the Grantor each Loan Party shall take all action necessary or appropriate 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 Contracts. The Grantor No Loan Party shall, without the Agent's and the Majority Lenders' prior written consent, modify, amend, supplement, compromise, satisfy, release, or discharge any of its Assigned Contracts, any collateral securing the same, any Person liable directly or indirectly with respect thereto, or any agreement relating to any of its Assigned Contracts or the collateral therefor, if the result of such action could reasonably be expected to have a Material Adverse Effect. Each Loan Party shall notify the Lender Agent and the Lenders in writing, promptly after the Grantor such Loan Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue any such material right and report to the Lender Agent on all further developments with respect thereto. The Grantor Each Loan Party shall deposit into a Deposit Account at remit directly to the Lender or subject to a Deposit Account Control Agreement Agent for application to the Secured Obligations, Obligations in accordance with Section 2.16 of such order as the Credit AgreementMajority Lenders shall determine, all amounts received by the Grantor such Loan Party as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.its

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s 's demand to pursue diligently any right under its material the Assigned Contracts, or if a an Event of Default then exists, then the Lender Lender, subject to the terms and conditions of the Assigned Contracts, may directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender determines. All amounts thereby recovered by the Lender, after deducting the Lender's costs and expenses in connection therewith, shall determinebe applied to the Obligations in such order as the Lender determines. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable obligated to observe and perform all of its respective duties and obligations under its the Assigned Contracts, Contracts and the Lender’s 's exercise of any of its rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its the Assigned Contracts or to make any payment thereunder, thereunder or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it the Lender thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any performance or payment of any amounts, or any delivery of any propertyamounts due.

Assigned Contracts. The Each Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder; provided, in however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract. Notwithstanding the foregoing sentence, each case, Grantor may take such action as it deems is appropriate in its business judgmenta good faith dispute with respect to an Assigned Contract (including electing not to comply with the terms of an Assigned Contract). Without limiting the generality of the foregoingthis Section, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Each Grantor shall notify the Lender Purchaser in writing, promptly after the any 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Purchaser on all further developments with respect thereto. The If an Event of Default has occurred and is continuing, each Grantor shall deposit into a Deposit Account at the Lender or subject remit directly to a Deposit Account Control Agreement Purchaser for application to the Secured Obligations, Obligations to Purchaser in accordance with Section 2.16 of the Credit Agreementsuch order as Purchaser shall determine, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contractsan Event of Default has occurred and is continuing, or if a Default then exists, the Lender Purchaser may directly enforce such right in its own or the such Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Purchaser shall determine. In any suit, proceeding or action brought by the Lender Purchaser under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender and Lender Purchaser 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s Purchaser's exercise of any of its rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Purchaser shall not be obligated to perform or fulfill any of the such Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor Each Loan Party shall fully perform in all material respects all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its reasonable business judgment; provided, however, that such Loan Party shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, the Grantor each Loan Party shall take all action necessary or appropriate 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 Contracts. The Grantor Each Loan Party shall not, without the Agent's and the Majority Lenders' prior written consent, modify, amend, supplement, compromise, satisfy, release, or discharge any of its Assigned Contracts, any collateral securing the same, any Person liable directly or indirectly with respect thereto, or any agreement relating to any of its Assigned Contracts or the collateral therefor if any modification or other action would materially affect the business, operations or condition of such Loan Party. Each Loan Party shall notify the Lender Agent and the Lenders in writing, promptly after the Grantor such Loan Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender Agent on all further developments with respect thereto. The Grantor Each Loan Party shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application remit directly to the Secured Obligations, in accordance with Section 2.16 of the Credit AgreementPayment Account, all amounts received by the Grantor Borrower as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor any Loan Party shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s such Loan Party's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor affected Loan Party shall indemnify and hold the Lender Agent and Lender 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 the Grantor such Loan Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor such Loan Party to or in favor of such obligor or its successors. All such obligations of the Grantor such Loan Party shall be and remain enforceable only against the Grantor such Loan Party and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor each Loan Party shall at all times remain liable to observe and perform in all material respects all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor such Loan Party from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations of any Loan Party under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. Upon request by the Administrative Agent after the occurrence and during the continuation of an Event of Default, the Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by the Grantor and to enforce the security interests granted hereunder. The Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that the Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender Administrative Agent and the Canadian Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender Administrative Agent or subject to a Deposit Account Control Agreement for application to the Canadian Secured Obligations, in accordance with Section 2.16 2.18 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the LenderAdministrative Agent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the benefit of the Canadian Lender Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender Administrative Agent and Lender Canadian Lenders harmless from and against all expense, loss or damage suffered by reason of any defensedefence, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor favour of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the LenderAdministrative Agent or the Canadian Lenders. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Administrative Agent’s or any Canadian Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any Canadian Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s either Co-Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Co-Agents or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Co-Agents and Lender 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 the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the LenderCo-Agents or the Lenders. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the any Co-Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Neither any Co-Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s 's demand to diligently pursue cause its Subsidiaries to diligently pursue any right under its material the Assigned Contracts, or if a an Event of Default then exists, then the Lender may directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender determines. All amounts thereby recovered by the Lender, after deducting the Lender's reasonable costs and expenses in connection therewith, shall determinebe applied to the Obligations in such order as the Lender determines. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defensedefence, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor Borrower or any of its Subsidiaries of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower or any of its Subsidiaries to or in favor favour of such obligor or its successors. All such obligations of the Grantor Borrower shall or any of its Subsidiaries be and remain enforceable only against the Grantor Borrower or any of its Subsidiaries and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor Borrower and its Subsidiaries shall at all times remain liable to observe and perform all of its duties and obligations under its the Assigned Contracts, and the Lender’s 's exercise of any of its rights with respect to the Collateral shall not release the Grantor Borrower and its Subsidiaries from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill fulfil any of the Grantor’s Borrower's or any of its Subsidiaries' duties or obligations under its the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any propertyProperty.

Assigned Contracts. The Such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform in all material respects all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Administrative Agent and the Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Such Grantor shall deposit into a Collateral Deposit Account at the Lender or subject to a Deposit Account Control Agreement Account, for application to the Secured Obligations, Obligations in accordance with Section 2.16 2.18 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default is then existscontinuing, the Lender may Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Administrative Agent and Lender Secured Parties 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the Secured Parties. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAdministrative Agent’s or any Secured Party’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Neither the Administrative Agent nor any Secured Party shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s such Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrowers shall indemnify and hold the Lender Agent and Lender 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 the Grantor any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor any Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrowers shall be and remain enforceable only against the Grantor Borrowers and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Grantor each Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor any Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s a Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s such Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor each Borrower shall indemnify and hold the Lender Agent and Lender 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 the Grantor such Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor such Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor such Borrower shall be and remain enforceable only against the Grantor such Borrower and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor each Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor each such Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Agent of any material Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform in all material respects all of its obligations under each of the its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing; provided however, the that such Grantor shall take all action necessary or appropriate to permit, and shall not take any action or fail to take any action which would cause the termination of any Assigned Contract if such termination would reasonably be expected to have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contractsa Material Adverse Effect. The Such Grantor shall notify the Lender Agent and the Lenders in writing, promptly after the such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it such Grantor for indemnification under any of its such Grantor’s material Assigned Contracts, and shall shall, to the extent commercially reasonable in the Borrower’s good faith business judgment, diligently pursue such right and report to the Lender Agent on all further material developments with respect thereto. The Grantor shall deposit into a Deposit Account Upon the occurrence of and during the continuance of an Event of Default, the Agent may, and at the Lender or direction of the Secured Parties shall, subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 terms of the Credit AgreementClosing Date Intercreditor Agreements, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Agent and Lender 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Each Grantor will use its commercially-reasonable best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Each Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing; provided however, the that no Grantor shall take all any action necessary or appropriate fail 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned ContractsContracts that is reasonably likely to result in a Material Adverse Change. If the any Grantor shall fail after the LenderSecured Party’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender Secured Party may directly enforce such right each Grantor’s rights and remedies under any Assigned Contract in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Secured Party shall determine. In any suit, proceeding or action brought by the Lender Secured Party under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender and Lender Secured Party 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderSecured Party. Notwithstanding any provision hereof to the contrary, the each Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderSecured Party’s exercise of any of its respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Secured Party shall not be obligated to perform or fulfill any of the each Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue If such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s Administrative Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the such Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender and Lender Secured Creditors 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against any of the LenderSecured Creditors. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s any Secured Creditor's exercise of any of its rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender No Secured Creditor shall not be obligated to perform or fulfill any of the such Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Secured Party of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Secured Party and the Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Secured Party on all further developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail after the Lender’s Secured Party's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Secured Party may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the such Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Secured Party or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Secured Party for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender and Lender Secured Creditors 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against any of the LenderSecured Creditors. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s any Secured Creditor's exercise of any of its rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender No Secured Creditor shall not be obligated to perform or fulfill any of the such Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Each Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the US Administrative Agent of any Assigned Contract held by each Grantor and to enforce the security interests granted hereunder. Each Grantor shall fully perform all of its obligations under each of the Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the each Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor Grantors shall notify the Lender US Administrative Agent and the Lenders in writing, promptly after the any 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender US Administrative Agent on all further developments with respect thereto. The Each Grantor shall deposit into a Deposit Account at the Lender US Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.17 of the Credit Agreement, all amounts received by the any Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the any Grantor shall fail after the Lender’s US Administrative Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may US Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the any Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender US Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender US Administrative Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Grantors shall indemnify and hold the Lender US Administrative Agent and Lender 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 the any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the any Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor Grantors shall be and remain enforceable only against the Grantor Grantors and shall not be enforceable against the LenderUS Administrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the each Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the US Administrative Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the any Grantor from any of such duties and obligations. The Neither the US Administrative Agent nor any Lender shall not be obligated to perform or fulfill any of the any Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material the Assigned Contracts, or if a an Event of Default then exists, then the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s such Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determinedetermine and without premium or penalty. In any suit, proceeding or action brought by the Lender Agent under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrowers shall indemnify and hold the Lender and Lender Agent harmless from and against all expense, loss or damage suffered by reason of any defense, setoffset-off, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor applicable Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor such Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor applicable Borrower shall be and remain enforceable only against the Grantor such Borrower and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor each Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor such Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s any Borrower's duties or obligations under its the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to If a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material the Assigned Contracts, or if a an Event of Default then exists, then the Lender may Agent may, and at the direction of the Majority Lenders, shall directly enforce such right in its own or the Grantor’s such Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. All amounts thereby recovered by the Agent or any Lender, after deducting the Agent's or such Xxxxxx's costs and expenses in connection therewith, shall be applied to the Obligations in such order as the Agent determines. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrowers shall indemnify and hold the Lender Agent and Lender Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor a Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor such Borrower shall be and remain enforceable only against the Grantor such Borrower and shall not be enforceable against the Agent or any Lender. Notwithstanding any provision hereof to the contrary, the Grantor Borrowers shall at all times remain liable to observe and perform all of its their respective duties and obligations under its the Assigned Contracts, Contracts and the Agent's or any Lender’s 's exercise of any of its rights with respect to the Collateral shall not release the Grantor either Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its the Assigned Contracts or to make any payment thereunder, thereunder or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any performance or payment of any amounts, or any delivery of any propertyamounts due.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that except after and during the continuance of an Event of Default Grantor shall have full power to amend, modify or terminate any such contract it deems appropriate in its business judgment, and that after and during the continuance of an Event of Default but subject to the provisions of Section 26 that Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, after and during the continuance of an Event of Default, but subject to the provisions of Section 26, Grantor shall take all action necessary or appropriate 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 Contracts. The Except as otherwise provided in the first sentence, and subject to Section 16, Grantor shall notify the Lender Secured Parties in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Secured Parties on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at Except as otherwise provided in the Lender or first sentence, and subject to a Deposit Account Control Agreement for application to the Secured ObligationsSection 16, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s Secured Parties' demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Secured Parties may, directly enforce such right in its their own or the Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Secured Parties shall determine. In any suit, proceeding or action brought by the Lender Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall shall, jointly and severally, indemnify and hold the Lender and Lender Secured Parties 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successorssuccessors except for such expenses, losses or damages that are the result of the gross negligence or willful misconduct of the Secured Party. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against any of the LenderSecured Parties. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s Secured Parties' exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender No Secured Party shall not be obligated to perform or fulfill any of the Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any material right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Agent and Lender 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 the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The If requested by the Administrative Agent, such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Administrative Agent and the Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail after the LenderAdministrative Agent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Administrative Agent and Lender Secured Parties 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor favour of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the Secured Parties. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAdministrative Agent’s or any Secured Party’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Neither the Administrative Agent nor any Secured Party shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor Each Obligated Party shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided that no Obligated Party shall take any action or fail to take any action with respect to its Assigned Contracts that would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, the Grantor each Obligated Party shall take all action necessary or appropriate to permit, and shall not take any action which that would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor Each Obligated Party shall notify the Lender Agents in writing, promptly after the Grantor such Obligated Party becomes aware thereof, of any event or fact which that could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender Agents on all further developments with respect thereto. The Grantor Each Obligated Party shall deposit into a Deposit Clearing Account at or remit directly to the Lender or subject to a Deposit Account Control Agreement Administrative Agent, for application to the Secured ObligationsObligations in such order as the Majority Lenders shall determine (unless such order is otherwise expressly provided herein, in accordance with Section 2.16 of which case in the Credit Agreementorder so provided), all amounts received by the Grantor such Obligated Party as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor any Obligated Party shall fail after either of the LenderAgent’s demand to pursue diligently any right under its material such Obligated Party’s Assigned Contracts, or if a an Event of Default then exists, either of the Lender may Agents may, and at the direction of the Majority Lenders shall, directly enforce such right in its own the name of such Agent or the Grantorin such Obligated Party’s name and may enter into such settlements or other agreements with respect thereto as either of the Lender Agents or the Majority Lenders, as applicable, shall determine. In any suit, proceeding proceeding, or action brought by either of the Lender Agents under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor each Obligated Party shall indemnify and hold the Lender Agents and Lender the other Credit Providers harmless from and against all expense, loss 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 the Grantor any Obligated Party of any obligation thereunder or arising out of any other agreement, indebtedness indebtedness, or liability at any time owing from the Grantor any Obligated Party to or in favor of such obligor or its successors. All such obligations of the Grantor any Obligated Party shall be and remain enforceable only against the Grantor such Obligated Party and shall not be enforceable against the LenderAgents or any of the other Credit Providers. Notwithstanding any provision hereof to the contrary, the Grantor each Obligated Party shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderCollateral Agent’s, the Administrative Agent’s or any Credit Provider’s exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor any Obligated Party from any of such duties and obligations. The Lender None of the Collateral Agent, the Administrative Agent or any other Credit Provider shall not be obligated to perform or fulfill any of the GrantorObligated Party’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to If a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material the Assigned Contracts, or if a an Event of Default then exists, then the Lender may Agent may, and at the direction of the Majority Lenders, shall directly enforce such right in its own or the Grantor’s such Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. All amounts thereby recovered by the Agent or any Lender, after deducting the Agent's or such Lender's costs and expenses in connection therewith, shall be applied to the Obligations in such order as the Agent determines. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrowers shall indemnify and hold the Lender Agent and Lender Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor a Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor such Borrower shall be and remain enforceable only against the Grantor such Borrower and shall not be enforceable against the Agent or any Lender. Notwithstanding any provision hereof to the contrary, the Grantor Borrowers shall at all times remain liable to observe and perform all of its their respective duties and obligations under its the Assigned Contracts, Contracts and the Agent's or any Lender’s 's exercise of any of its rights with respect to the Collateral shall not release the Grantor either Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its the Assigned Contracts or to make any payment thereunder, thereunder or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any performance or payment of any amounts, or any delivery of any propertyamounts due.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower or any Guarantor shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s Borrower's or such Guarantor's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower and each Guarantor shall indemnify and hold the Lender Agent and Lender 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 the Grantor Borrower or any Guarantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower or any Guarantor to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower and the Guarantors shall be and remain enforceable only against the Grantor Borrower or the applicable Guarantor and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Grantor Borrower and each Guarantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower or any Guarantor from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's or any Guarantor's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform (i) Precigen, on behalf of itself and its Affiliates (including Intrexon), hereby agrees to use diligent good faith efforts to assign to Ziopharm all of its obligations under each right, title and interest in, the 2018 MDACC License, the Existing TCR CRADA and the MDACC Sponsored Research Agreement (collectively, the “Assigned Contracts”). The Assigned Contracts shall automatically be amended to include any additional contracts that the Parties agree to assign to Ziopharm as part of the Assigned Contracts, and Transition Services. Precigen shall enforce all of its rights and remedies thereunder, not unreasonably withhold consent to assign to Ziopharm any contract that relates to the Licensed Products in each case, as it deems appropriate the Field in its business judgmentthe Territory. Without limiting the generality of the foregoing, until such date as the Grantor Existing TCR CRADA is assigned to Ziopharm, Precigen, on behalf of itself and its Affiliates (including Intrexon), shall take (a) promptly provide Ziopharm with all action information provided by NCI with respect to any option granted under the TCR Existing CRADA and (b) solely at the request of Ziopharm, elect to exercise an option under the Existing TCR CRADA and allow Ziopharm full control to negotiate the terms of the resulting license agreement directly with NCI. (ii) If despite Precigen’s diligent good faith efforts it is not able to assign any Assigned Contract, then Precigen and Ziopharm shall make such arrangements as are reasonably necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, ensure that the full enforcement benefit of all indemnification the contractual rights under its Assigned Contractssuch agreement vest in Ziopharm and Precigen shall secure rights for Ziopharm equivalent to those it would enjoy from having such agreement assigned to it. The Grantor Without limiting the generality of the foregoing, Precigen shall notify amend the Lender in writingExisting Gorilla IL-12 CRADA to remove all provisions relating to the Gorilla IL-12 Construct or shall terminate the Existing Gorilla IL-12 CRADA as it relates to the Gorilla IL-12 Construct. (iii) Additionally, promptly after prior to the Grantor becomes aware thereof, amendment of any event or fact which could give rise to a material claim by it for indemnification under any of its material the Assigned Contracts, Precigen, on behalf of itself and shall diligently pursue such right its Affiliates, hereby agrees, within five (5) Business Days after the Effective Date, to notify MDACC and report NCI of the existence of this Agreement and request that (x) MDACC and NCI, as applicable, on a going forward basis, provide to Ziopharm and not Precigen or its Affiliates information related to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject Assigned Contracts that is required to a Deposit Account Control Agreement for application be provided to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor Precigen or its successors. All Affialites under either any such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned ContractsContract, and the Lender’s exercise (y) MDACC and NCI, as applicable, permit Precigen (or Intrexon) to appoint employees of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.Ziopharm (rather

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue If such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the such Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Agent and Lender 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the such Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor Borrower shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, thereunder as it deems appropriate in its business judgment. Without limiting judgment and shall maintain the generality existence of each of the foregoingAssigned Contracts to the extent Borrower, in the Grantor shall take all action exercise of its business judgment, believes such Assigned Contracts are necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under for its Assigned Contractsbusiness operations. The Grantor Borrower shall notify the Lender in writing, promptly after the Grantor it becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material the Assigned Contracts, Contracts and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor If an Event of Default has occurred and is continuing, the Borrower shall deposit into a Deposit Account at remit directly to the Lender or subject to a Deposit Account Control Agreement Lender, for application to the Secured Obligations, Obligations in accordance with Section 2.16 of such order as the Credit AgreementLender determines, all amounts received by the Grantor Borrower as indemnification or otherwise pursuant to its the Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, then the Lender may directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender reasonably determines. All amounts thereby recovered by the Lender, after deducting Lender's reasonable costs and expenses in connection therewith, shall determinebe applied to the Obligations in such order as the Lender determines. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its the Assigned Contracts, Contracts and the Lender’s 's exercise of any of its rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its the Assigned Contracts or to make any payment thereunder, thereunder or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any performance or payment of any amounts, or any delivery of any propertyamounts due.

Assigned Contracts. The Grantor Each Borrower and the Guarantor (as to itself ------------------ only) shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, thereunder as it deems appropriate in its business judgment. No Borrower or the Guarantor shall take any action or fail to take any action with respect to the Assigned Contracts that would result in a waiver or other loss of any material right or remedy of the Borrower or the Guarantor thereunder. Without limiting the generality of the foregoing, each Borrower and the Grantor Guarantor shall take all action necessary or appropriate to permit, permit and shall not take any action which would have any materially adverse effect upon, upon the full enforcement of all indemnification rights under its the Assigned Contracts. The Grantor No Borrower or the Guarantor shall, without the Agent's or its applicable Lender's prior written consent, modify, amend, supplement, compromise, satisfy, release, or discharge any of the Assigned Contracts except in the ordinary course of business and provided same could not reasonably be expected to give rise to any Material Adverse Effect, any collateral securing the same, any Person liable directly or indirectly with respect thereto, or any agreement relating to any of the Assigned Contracts or the collateral therefor. Each Borrower and the Guarantor (as to itself only), shall notify the Lender Agent in writing, promptly after the Grantor it becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material the Assigned Contracts, and shall diligently pursue such right and report to the Lender Agent on all further developments with respect thereto. The Grantor Each Borrower and the Guarantor shall deposit into a Deposit Account at the Lender or subject remit directly to a Deposit Account Control Agreement its applicable Lender, for application to the Secured Obligations, Obligations as provided in accordance with Section 2.16 of the Credit Agreement4.3, all amounts received by the Grantor it as indemnification or otherwise pursuant to its the Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, then the Lender Agent or Lenders may directly enforce such right in its own or such Borrower's or the Grantor’s Guarantor's name and may enter into such settlements or other agreements with respect thereto as the Agent or Lenders determine. All amounts thereby recovered by the Agent and/or Lender after deducting the Agent's and Lenders' reasonable costs and expenses in connection therewith, shall determinebe applied to the Obligations as provided in Section 4.3. In any suit, proceeding or action brought by the Lender Agent and/or Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, each Borrower and the Grantor Guarantor (as to itself only) shall indemnify and hold the Lender Agent and Lender the Lenders harmless from and against all expense, loss or damage suffered by reason of any defensedefence, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Borrower or the Grantor Guarantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from such Borrower or the Grantor Guarantor to or in favor favour of such obligor or its successors. All such obligations of each Borrower and the Grantor Guarantor, shall be and remain enforceable only against such Borrower or the Grantor Guarantor, and shall not be enforceable against the LenderAgent or any of the Lenders. Notwithstanding any provision hereof to the contrary, each Borrower and the Grantor Guarantor shall at all times remain liable to observe and perform all of its duties and obligations under its the Assigned Contracts, and the Lender’s Agent's and/or Lenders' exercise of any of its rights with respect to the Collateral shall not release any Borrower or the Grantor Guarantor from any of such duties and obligations. The Lender Neither the Agent nor any of the Lenders shall not be obligated to perform or fulfill fulfil any of any Borrower's or the Grantor’s Guarantor's duties or obligations under its the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any propertyProperty.

Assigned Contracts. The Grantor Borrower shall fully perform all not, without the Agent's and the Majority Lenders' prior written consent, modify, amend, supplement, compromise, satisfy, release, or discharge any of its obligations under each of the Assigned Contracts, and shall enforce all any collateral securing the same, any Person liable directly or indirectly with respect thereto, or any agreement relating to any of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting Assigned Contracts or the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contractscollateral therefor. The Grantor Borrower shall notify the Lender Agent and the Lenders in writing, promptly after the Grantor Borrower becomes aware thereof, of any event or fact which could give rise to a material claim by it any Person for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender Agent on all further developments with respect thereto. The Grantor Borrower shall deposit into a Deposit Account at remit directly to the Lender or subject to a Deposit Account Control Agreement Agent for application to the Secured Obligations, Obligations in accordance with Section 2.16 of such order as the Credit AgreementMajority Lenders shall determine, all amounts received by the Grantor Borrower as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Agent and Lender 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 the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the LenderAgent. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Upon request by the Administrative Agent after the occurrence and during the continuation of an Event of Default, each Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Administrative Agent and the Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.18 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail after the LenderAdministrative Agent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the benefit of the Lender Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Administrative Agent and Lender 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Administrative Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any Lender shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. Debtor shall deliver to the Secured Party on or before the date hereof, a Consent and Agreement, in the form attached hereto as Exhibit L, for all Assigned Contracts. The Grantor Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that the Debtor shall not take any action or fail to take any action with respect to the Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Grantor Debtor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially material adverse effect upon, the full enforcement of all indemnification rights under its the Assigned Contracts. The Grantor Debtor shall notify the Lender Secured Party in writing, promptly after the Grantor Debtor becomes aware thereof, of any event or fact which could reasonably be expected to give rise to a material claim by it for indemnification under any of its material the Assigned Contracts, and shall diligently pursue such right and report to the Lender Secured Party on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Debtor shall fail after the Lender’s demand to pursue diligently any right under its material the Assigned Contracts set forth on Exhibit J, or if an Event of Default then exists with respect to all Assigned Contracts, or if a Default then exists, the Lender Secured Party may directly enforce such right in its own or the GrantorDebtor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Secured Party shall determine. In any suit, proceeding or action brought by the Lender Secured Party under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Debtor shall indemnify and hold the Lender Secured Party and Lender its officers, directors, employees, agents and attorneys 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 the Grantor Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Debtor to or in favor of such obligor or its successors. All such obligations of the Grantor Debtor shall be and remain enforceable only against the Grantor Debtor and shall not be enforceable against the LenderSecured Party. Notwithstanding any provision hereof to the contrary, the Grantor Debtor shall at all times remain liable to observe and perform all of its duties and obligations under its the Assigned Contracts, and the LenderSecured Party’s exercise of any of its rights with respect to the Collateral shall not release the Grantor Debtor from any of such duties and obligations. The Lender Secured Party shall not be obligated to perform or fulfill any of the GrantorDebtor’s duties or obligations under its the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property. The Debtor agrees to additionally execute and deliver any additional assignments deemed necessary by the Secured Party to additionally confirm the assignment to the Secured Party of any Assigned Contracts. The Debtor will promptly after demand reimburse the Secured Party for any payment made or any expense incurred by the Secured Party in connection with such performance in accordance with Section 8.4 of this Security Agreement. Such payments and expenses shall constitute a part of the Obligations and shall bear interest at the Default Rate.

Assigned Contracts. The Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Lender of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.17 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender and Lender 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderLender or any other Secured Party. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither the Lender nor any other Secured Party shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that except after and during the continuance of an Event of Default Grantor shall have full power to amend, modify or terminate any such contract it deems appropriate in its business judgment, and that after and during the continuance of an Event of Default but subject to the provisions of Section 26 that Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, after and during the continuance of an Event of Default, but subject to the provisions of Section 26, Grantor shall take all action necessary or appropriate 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 Contracts. The Except as otherwise provided in the first sentence, and subject to Section 26, Grantor shall notify the Lender Secured Parties in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Secured Parties on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at Except as otherwise provided in the Lender or first sentence, and subject to a Deposit Account Control Agreement for application to the Secured ObligationsSection 16, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s Secured Parties' demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Secured Parties may, directly enforce such right in its their own or the Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Secured Parties shall determine. In any suit, proceeding or action brought by the Lender Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender Secured Parties 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successorssuccessors except, with respect to any Secured Party, for such expenses, losses or damages that are attributable solely to the gross negligence or willful misconduct of such Secured Party as finally determined by a court of competent jurisdiction. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against any of the LenderSecured Parties. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s Secured Parties' exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender No Secured Party shall not be obligated to perform or fulfill any of the Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrowers shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Grantor’s applicable Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor each Borrower shall indemnify and hold the Lender Agent and Lender 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 the Grantor either Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor either Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor each Borrower shall be and remain enforceable only against the Grantor Borrowers and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Grantor each Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrowers from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s applicable Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Upon the Administrative Agent’s request, such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Administrative Agent and the Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.18 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then existshas occurred and is continuing, the Lender may Administrative Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Administrative Agent and Lender the other Secured Parties 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the other Secured Parties. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAdministrative Agent’s or any other Secured Party’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Neither the Administrative Agent nor any other Secured Party shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s Agent's demand to pursue diligently any material right under its material Assigned Contracts, or if a an Event of Default then exists, Agent may, and at the Lender may direction of the Majority Lenders shall, directly enforce such right in its own or the such Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent (or Majority Lenders, as applicable) shall determine. In any suit, proceeding or action brought by Agent for the Lender benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Grantors jointly and severally shall indemnify and hold Agents and the Lender and Lender 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 the a Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the a Grantor to or in favor of such obligor or its successors. All such Each Grantor's obligations of under the Grantor Assigned Contracts to which it is a party shall be and remain enforceable only against the such Grantor and shall not be enforceable against Agents or the LenderLenders. Notwithstanding any provision hereof to the contrary, the each Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor Each Obligated Party shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided that no Obligated Party shall take any action or fail to take any action with respect to its Assigned Contracts that would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, the Grantor each Obligated Party shall take all action necessary or appropriate to permit, and shall not take any action which that would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor Each Obligated Party shall notify the Lender Agents in writing, promptly after the Grantor such Obligated Party becomes aware thereof, of any event or fact which that could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender Agents on all further developments with respect thereto. The Grantor Each Obligated Party shall deposit into a Deposit Clearing Account at or remit directly to the Lender or subject to a Deposit Account Control Agreement Administrative Agent, for application to the Secured ObligationsObligations in such order as the Majority Revolving Lenders (or after the Revolving Facility Payment In Full, the Majority Term Lenders) shall determine (unless such order is otherwise expressly provided herein, in accordance with Section 2.16 of which case in the Credit Agreementorder so provided), all amounts received by the Grantor such Obligated Party as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor any Obligated Party shall fail after either of the LenderAgent’s demand to pursue diligently any right under its material such Obligated Party’s Assigned Contracts, or if a an Event of Default then exists, either of the Lender may Agents may, and at the direction of the Majority Revolving Lenders (or after the Revolving Facility Payment In Full, the Majority Term Lenders) shall, directly enforce such right in its own the name of such Agent or the Grantorin such Obligated Party’s name and may enter into such settlements or other agreements with respect thereto as either of the Lender Agents or the Majority Revolving Lenders (or after the Revolving Facility Payment In Full, the Majority Term Lenders), as applicable, shall determine. In any suit, proceeding proceeding, or action brought by either of the Lender Agents under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor each Obligated Party shall indemnify and hold the Lender Agents and Lender the other Credit Providers harmless from and against all expense, loss 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 the Grantor any Obligated Party of any obligation thereunder or arising out of any other agreement, indebtedness indebtedness, or liability at any time owing from the Grantor any Obligated Party to or in favor of such obligor or its successors. All such obligations of the Grantor any Obligated Party shall be and remain enforceable only against the Grantor such Obligated Party and shall not be enforceable against the LenderAgents or any of the other Credit Providers. Notwithstanding any provision hereof to the contrary, the Grantor each Obligated Party shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderCollateral Agent’s, the Administrative Agent’s or any Credit Provider’s exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor any Obligated Party from any of such duties and obligations. The Lender None of the Collateral Agent, the Administrative Agent or any other Credit Provider shall not be obligated to perform or fulfill any of the GrantorObligated Party’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Agent and Lender the 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 the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to If a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the such Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Grantors, jointly and severally, shall indemnify and hold the Lender Agent and Lender 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the each Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the such Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Each Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by each Grantor and to enforce the security interests granted hereunder. Each Grantor shall fully perform all of its obligations under each of the Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the each Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor Grantors shall notify the Lender Administrative Agent and the Lenders in writing, promptly after the any 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Administrative Agent on all further developments with respect thereto. The Each Grantor shall deposit into a Deposit Account at the Lender Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.18 of the Third Restated Credit Agreement, all amounts received by the any Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the any Grantor shall fail after the LenderAdministrative Agent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the any Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Grantors shall indemnify and hold the Lender Administrative Agent and Lender Secured Parties 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 the any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the any Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor Grantors shall be and remain enforceable only against the Grantor Grantors and shall not be enforceable against the LenderAdministrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the each Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAdministrative Agent’s or any other Secured Parties’ exercise of any of its their respective rights with respect to the Collateral shall not release the any Grantor from any of such duties and obligations. The Lender Neither the Administrative Agent nor any other Secured Party shall not be obligated to perform or fulfill any of the any Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any right under its material the Assigned Contracts, or if a an Event of Default then exists, then the Lender may Agent may, and at the direction of the Majority Lenders, shall directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Majority Lenders, as applicable, shall determine. All amounts thereby recovered by the Agent or any Lender, after deducting the Agent's or such Lender's costs and expenses in connection therewith, shall be applied to the Obligations in such order as the Agent determines. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Agent and Lender Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the Agent or any Lender. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable to observe and perform all of its respective duties and obligations under its the Assigned Contracts, Contracts and the Agent's or any Lender’s 's exercise of any of its rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its the Assigned Contracts or to make any payment thereunder, thereunder or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any performance or payment of any amounts, or any delivery of any propertyamounts due.

Assigned Contracts. The Such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder, in each case within thirty days after the Effective Date, and with respect to any Assigned Contract entered into after the Effective Date, such Grantor shall fully use commercially reasonable efforts to ensure that there is no restriction on the assignment to or for the benefit of the Administrative Agent in such Assigned Contract. Such Grantor shall perform in all material respects all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of an Assigned Contract unless such Grantor deems the termination thereof to be reasonable based on its business judgment. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Administrative Agent in writing, promptly after the such Grantor becomes aware thereof, of any event or fact which could would reasonably be expected to give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect theretoright. The Such Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Administrative Agent and Lender other Secured Parties 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the Secured Parties. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAdministrative Agent’s or any other Secured Party’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Neither the Administrative Agent nor any other Secured Party shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the such Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the each Grantor shall indemnify and hold the Lender Agent and Lender 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor Grantors shall be and remain enforceable only against the Grantor Grantors and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the each Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Grantors' duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that except after and during the continuance of an Event of Default Grantor shall have full power to amend, modify or terminate any such contract it deems appropriate in its business judgment, and that after and during the continuance of an Event of Default but subject to the provisions of Section 26 that Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, after and during the continuance of an Event of Default, but subject to the provisions of Section 26, Grantor shall take all action necessary or appropriate 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 Contracts. The Except as otherwise provided in the first sentence, and subject to Section 26, Grantor shall notify the Lender Secured Parties in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender Secured Parties on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at Except as otherwise provided in the Lender or first sentence, and subject to a Deposit Account Control Agreement for application to the Secured ObligationsSection 16, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s Secured Parties' demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Secured Parties may, directly enforce such right in its their own or the Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Secured Parties shall determine. In any suit, proceeding or action brought by the Lender Secured Parties under any material a ny Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender Secured Parties 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successorssuccessors except, with respect to any Secured Party, for such expenses, losses or damages that are attributable solely to the gross negligence or willful misconduct of such Secured Party as finally determined by a court of competent jurisdiction. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against any of the LenderSecured Parties. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s Secured Parties' exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender No Secured Party shall not be obligated to perform or fulfill any of the Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to If a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s 's demand to pursue diligently any right under its material the Assigned Contracts, or if a an Event of Default then exists, then the Lender may directly enforce such right in its own or the Grantor’s such Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender determines. All amounts thereby recovered by the Lender, after deducting Lender's costs and expenses in connection therewith, shall determinebe applied to the Obligations in such order as the Lender determines. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrowers shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor a Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor such Borrower shall be and remain enforceable only against the Grantor such Borrower and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor Borrowers shall at all times remain liable to observe and perform all of its their respective duties and obligations under its the Assigned Contracts, Contracts and the Lender’s 's exercise of any of its rights with respect to the Collateral shall not release the Grantor either Borrower from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s Borrower's duties or obligations under its the Assigned Contracts or to make any payment thereunder, thereunder or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any performance or payment of any amounts, or any delivery of any propertyamounts due.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s Agent's demand to pursue diligently any material right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the Grantor’s such Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrowers shall indemnify and hold the Lender Agent and Lender 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 the Grantor a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor a Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrowers shall be and remain enforceable only against the Grantor Borrowers and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Grantor each Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor any Borrower from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s any Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Assigned Contract held by such Grantor and material to its business and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned ContractsContracts material to its business, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing; provided however, the that such Grantor shall take all action necessary or appropriate to permit, and shall not take any action or fail to take any action with respect to Assigned Contracts material to such Grantor's business which would have any materially adverse effect upon, cause the full enforcement termination of all indemnification rights under its such Assigned ContractsContract. The Such Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of diligently use commercially reasonable efforts to pursue any event or fact which could give rise right to a material claim by it for indemnification under any Assigned Contract material to its business and, upon the request of its material Assigned Contractsthe Collateral Agent, and shall diligently pursue such right and report to the Lender Collateral Agent on all further material developments with respect thereto. The Grantor shall deposit into a Deposit Account Upon the occurrence of and during the continuance of an Event of Default, the Collateral Agent may, and at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 direction of the Credit AgreementBackstop DIP Lenders shall, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the such Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Collateral Agent or the Backstop DIP Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties 203367025 v9 and obligations under its Assigned Contracts, and the Lender’s Collateral Agent's or any Secured Party's exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Neither the Collateral Agent nor any Secured Party shall not be obligated to perform or fulfill any of the such Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate 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 Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to If a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor Borrower shall fail after the Lender’s 's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may directly enforce such right in its own or the Grantor’s Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrowers shall indemnify and hold the Lender and Lender 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 the Grantor a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor any Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrowers shall be and remain enforceable only against the Grantor Borrowers and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor Borrowers shall at all times remain liable to observe and perform all of its their duties and obligations under its all Assigned Contracts, and the Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrowers from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s a Borrower's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s Administrative Agent's demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Administrative Agent may, and at the direction of the Supermajority Lenders shall, directly enforce such right in its own or the such Grantor’s 's name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Supermajority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Grantors jointly and severally shall indemnify and hold the Lender Administrative Agent and Lender the 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 the a Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the a Grantor to or in favor of such obligor or its successors. All such Each Grantor's obligations of under the Grantor Assigned Contracts to which it is a party shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the each Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Administrative Agent's or any Lender’s 's exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s 's duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Each Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting ; provided, however, that, during the generality existence of the foregoingan Event of Default, the no Grantor shall take all any action necessary or appropriate fail to permit, and shall not take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract or have any a materially adverse effect upon, upon the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor Grantors shall notify the Lender Agent and Lenders in writing, promptly after the any Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it a Grantor for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right as it deems appropriate in its business judgment and report to the Lender Agent on all further developments with respect thereto. The Grantor After the Dominion Date, Grantors shall deposit into a Deposit the Payment Account at the Lender or subject remit directly to a Deposit Account Control Agreement Agent for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the any Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the any Grantor shall fail after the LenderAgent’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then existsexists and is continuing, Agent may, and at the Lender may direction of the Required Lenders shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as Agent or the Lender Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by Agent for the Lender benefit of Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Grantors shall indemnify and hold the Lender Agent and Lender 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 the any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the any Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor Grantors shall be and remain enforceable only against the Grantor Grantors and shall not be enforceable against the LenderAgent or Lenders. Notwithstanding any provision hereof to the contrary, the Grantor Grantors shall at all times remain liable to observe and perform all of its their duties and obligations under its their Assigned Contracts, and the Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the any Grantor from any of such duties and obligations. The Neither Agent nor any Lender shall not be obligated to perform or fulfill any of the Grantor’s Grantors’ duties or obligations under its their Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor shall fully perform (i) Precigen, on behalf of itself and its Affiliates (including Intrexon), hereby agrees to use diligent good faith efforts to assign to Ziopharm all of its obligations under each right, title and interest in, the 2018 MDACC License, the Existing TCR CRADA and the MDACC Sponsored Research Agreement (collectively, the “Assigned Contracts”). The Assigned Contracts shall automatically be amended to include any additional contracts that the Parties agree to assign to Ziopharm as part of the Assigned Contracts, and Transition Services. Precigen shall enforce all of its rights and remedies thereunder, not unreasonably withhold consent to assign to Ziopharm any contract that relates to the Licensed Products in each case, as it deems appropriate the Field in its business judgmentthe Territory. Without limiting the generality of the foregoing, until such date as the Grantor Existing TCR CRADA is assigned to Ziopharm, Precigen, on behalf of itself and its Affiliates (including Intrexon), shall take (a) promptly provide Ziopharm with all action information provided by NCI with respect to any option granted under the TCR Existing CRADA and (b) solely at the request of Ziopharm, elect to exercise an option under the Existing TCR CRADA and allow Ziopharm full control to negotiate the terms of the resulting license agreement directly with NCI. (ii) If despite Precigen’s diligent good faith efforts it is not able to assign any Assigned Contract, then Precigen and Ziopharm shall make such arrangements as are reasonably necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, ensure that the full enforcement benefit of all indemnification the contractual rights under its Assigned Contractssuch agreement vest in Ziopharm and Precigen shall secure rights for Ziopharm equivalent to those it would enjoy from having such agreement assigned to it. The Grantor Without limiting the generality of the foregoing, Precigen shall notify amend the Lender in writingExisting Gorilla IL-12 CRADA to remove all provisions relating to the Gorilla IL-12 Construct or shall terminate the Existing Gorilla IL-12 CRADA as it relates to the Gorilla IL-12 Construct. (iii) Additionally, promptly after prior to the Grantor becomes aware thereof, amendment of any event or fact which could give rise to a material claim by it for indemnification under any of its material the Assigned Contracts, Precigen, on behalf of itself and shall diligently pursue such right its Affiliates, hereby agrees, within five (5) Business Days after the Effective Date, to notify MDACC and report NCI of the existence of this Agreement and request that (x) MDACC and NCI, as applicable, on a going forward basis, provide to Ziopharm and not Precigen or its Affiliates information related to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender Assigned Contracts that is required to be provided to Precigen or subject its Affialites under either any such Assigned Contract, and (y) MDACC and NCI, as applicable, permit Precigen (or Intrexon) to a Deposit Account Control Agreement for application appoint employees of Ziopharm (rather than Precigen or Intrexon) to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender joint steering committee under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender 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 the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.such

Assigned Contracts. The Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, 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 Contracts which would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate 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 Contracts. The Such Grantor shall notify the Lender Agent and the Lenders in writing, promptly after the 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 material Assigned Contracts, and shall diligently pursue such right (if commercially reasonable) and report to the Lender Agent on all further developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.18 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail after the LenderAgent’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Agent and Lender 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors, except to the extent attributable to the gross negligence or willful misconduct of the indemnified party. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Grantor Each Borrower (as to itself only) shall fully ------------------ perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, thereunder as it deems appropriate in its business judgment. Without limiting Neither Borrower shall, without the generality Agent's prior written consent, modify, amend, supplement, compromise, satisfy, release, or discharge any of the foregoingAssigned Contracts except in the ordinary course of business and provided same will not give rise to any Material Adverse Effect, any collateral securing the Grantor shall take all action necessary same, any Person liable directly or appropriate indirectly with respect thereto, or any agreement relating to permitany of the Assigned Contracts or the collateral therefor. Each Borrower (as to itself only), and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender Agent in writing, promptly after the Grantor it becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material the Assigned Contracts, and shall diligently pursue such right and report to the Lender Agent on all further developments with respect thereto. The Grantor Each Borrower shall deposit into a Deposit Account at remit directly to the Lender or subject to a Deposit Account Control Agreement Agent, for application to the Secured Obligations, Obligations as provided in accordance with Section 2.16 of the Credit Agreement4.3, all amounts received by the Grantor such Borrower as indemnification or otherwise pursuant to its the Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, then the Lender Agent or, in the case of the U.K. Borrower, the Security Trustee may directly enforce such right in its own or the Grantor’s such Borrower's name and may enter into such settlements or other agreements with respect thereto as the Lender Agent determines. All amounts thereby recovered by the Agent or, in the case of the U.K. Borrower, the Security Trustee, after deducting the Agent's or, in the case of the U.K. Borrower, the Security Trustee's reasonable costs and expenses in connection therewith, shall determinebe applied to the Obligations as provided in Section 4.3. In any suit, proceeding or action brought by the Lender Agent or, in the case of the U.K. Borrower, the Security Trustee and/or Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor each Borrower (as to itself only) shall indemnify and hold the Lender Agent, the Security Trustee and Lender the Lenders harmless from and against all expense, loss or damage suffered by reason of any defensedefence, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor such Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor such Borrower to or in favor favour of such obligor or its successors. All such obligations of the Grantor each Borrower, shall be and remain enforceable only against the Grantor such Borrower, and shall not be enforceable against the LenderAgent, the Security Trustee or any of the Lenders. Notwithstanding any provision hereof to the contrary, the Grantor each Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its the Assigned Contracts, and the Lender’s Agent's, Security Trustee's and/or Lenders' exercise of any of its rights with respect to the Collateral shall not release the Grantor either Borrower from any of such duties and obligations. The Lender Neither the Agent nor the Security Trustee nor any of the Lenders shall not be obligated to perform or fulfill fulfil any of the Grantor’s either Borrower's duties or obligations under its the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any propertyProperty.

Assigned Contracts. The Grantor Borrower will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Assigned Contract held by Borrower and to enforce the security interests granted hereunder, in each case within thirty days after the Effective Date. Borrower shall fully perform in all material respects all of its obligations under each of the its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. ; provided however, that Borrower shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract unless Borrower deems the termination thereof to be reasonable based on its business judgment Without limiting the generality of the foregoing, the Grantor Borrower shall take all action necessary or appropriate 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 Contracts. The Grantor Borrower shall notify the Lender Collateral Agent in writing, promptly after the Grantor Borrower becomes aware thereof, of any event or fact which could would reasonably be expected to give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect theretoright. The Grantor Borrower shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor Borrower as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a an Event of Default then exists, the Lender may Collateral Agent may, and at the direction of the Majority Holders shall, directly enforce such right in its own or the GrantorBorrower’s name and may enter into such settlements or other agreements with respect thereto as the Lender Collateral Agent or the Majority Holders, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Collateral Agent for the benefit of the Holders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor Borrower shall indemnify and hold the Lender Collateral Agent and Lender other Holders 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 the Grantor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor Borrower to or in favor of such obligor or its successors. All such obligations of the Grantor Borrower shall be and remain enforceable only against the Grantor Borrower and shall not be enforceable against the LenderCollateral Agent or the Holders. Notwithstanding any provision hereof to the contrary, the Grantor Borrower shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderCollateral Agent’s or any Holder’s exercise of any of its their respective rights with respect to the Collateral shall not release the Grantor Borrower from any of such duties and obligations. The Lender Neither the Collateral Agent nor any Holder shall not be obligated to perform or fulfill any of the GrantorBorrower’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Upon the occurrence and during the continuance of an Event of Default, such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its material obligations under each of the its Assigned ContractsContracts constituting a Credit Card Agreement, 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 Contracts constituting a Credit Card Agreement which would cause the termination of an Assigned Contract constituting a Credit Card Agreement. Without limiting the generality of the foregoing, the such Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially a material adverse effect upon, the full enforcement of all indemnification rights under any of its Assigned ContractsContracts constituting a Credit Card Agreement. The Such Grantor shall notify the Lender Administrative Agent in writing, promptly after the 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 material Assigned ContractsContracts constituting a Credit Card Agreement, and shall diligently pursue such right and report to the Lender Administrative Agent on all further material developments with respect thereto. The Such Grantor shall deposit into a Deposit Account at the Lender Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 2.18 of the Credit Agreement, all amounts received by the such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the such Grantor shall fail within two Business Days after the LenderAdministrative Agent’s demand to pursue diligently any right rights under any of its material Assigned ContractsContracts constituting a Credit Card Agreement, or if a Default then existsupon the occurrence and during the continuance of an Event of Default, the Lender may Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right Grantor's rights under any Assigned Contract in its the Administrative Agent's own name on behalf of the Secured Parties, or the in such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Administrative Agent for the benefit of the Secured Parties under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Administrative Agent and Lender the other Secured Parties 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAdministrative Agent or the other Secured Parties. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the LenderAdministrative Agent’s or any other Secured Party’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Lender Neither the Administrative Agent nor any other Secured Party shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Agent of any material Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform in all material respects all of its obligations under each of the its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing; provided however, the that such Grantor shall take all action necessary or appropriate to permit, and shall not take any action or fail to take any action which would cause the termination of any Assigned Contract if such termination would reasonably be expected to have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contractsa Material Adverse Effect. The Such Grantor shall notify the Lender Agent and the Lenders in writing, promptly after the such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it such Grantor for indemnification under any of its such Grantor’s material Assigned Contracts, and shall shall, to the extent commercially reasonable in the Borrower’s good faith business judgment, diligently pursue such right and report to the Lender Agent on all further material developments with respect thereto. The Grantor shall deposit into a Deposit Account Upon the occurrence of and during the continuance of an Event of Default, the Agent may, and at the Lender or subject to a Deposit Account Control Agreement for application to direction of the Secured ObligationsParties shall, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender Agent or the Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Lender Agent for the benefit of the Lenders under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the such Grantor shall indemnify and hold the Lender Agent and Lender 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 the such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the such Grantor to or in favor of such obligor or its successors. All such obligations of the such Grantor shall be and remain enforceable only against the such Grantor and shall not be enforceable against the LenderAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the such Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the such Grantor from any of such duties and obligations. The Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any propertyproperty [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.