Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

Assignment of Contracts. GSAM agrees (a) Notwithstanding anything to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly the contrary set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contractsherein, to the extent that any of the Assigned Contracts or Acquired Authorizations that constitute an Acquired Asset are not assignable or transferable without the consent of the issuer thereof or the other party thereto or any third party including, without limitation, a Governmental Authority (the "Nonassignable Assets"), this Agreement shall not constitute an assignment or transfer of the Nonassignable Assets if such Liabilities relate assignment or transfer or attempted assignment or transfer would constitute a breach thereof or a violation of any Law. Seller shall use reasonable efforts, at reasonable cost to Seller, to obtain any consents or arise from waivers necessary to any such assignment. To the period prior extent that such consents or waivers are not obtained by Seller on or before the Closing, Seller agrees to cooperate with Purchaser and to take such reasonable actions, at reasonable cost to Seller, as Purchaser may reasonably request in order to secure any arrangement designed to provide for Purchaser the benefits of such Nonassignable Assets. Seller shall further assign and deliver to Purchaser any net proceeds or net receivables by Seller pursuant to the ClosingNonassignable Assets except and to the extent that Seller has previously provided Purchaser with the benefits of such proceeds or receivables or to the extent the assignment is not permitted under the Nonassignable Assets. GSRP In connection therewith, Seller shall be responsible enforce, for paying the benefit of Purchaser, any and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to material rights of Seller against such issuer or arising from the Assigned Contractssuch other party or parties, to the extent such Liabilities relate to or arise from reasonably permitted. (b) To the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for extent Purchaser receives the benefit of the GSRP Entitiesany Nonassignable Asset pursuant to Section 2.06(a), from Purchaser agrees to assume and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, discharge any liability or obligation related to or arising from the benefits of such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the ClosingNonassignable Asset.

Assignment of Contracts. GSAM agrees (a) The Vendor Group shall use commercially reasonable efforts to assign transfer, assign, or novate (or cause procure the assignment, transfer, or novation) to the Purchaser Group or Local Purchaser (as applicable) any Contracts (except those Contracts to which a Subsidiary is a party and which shall automatically transfer to the Purchaser without further action upon the Closing), with effect from the Time of Closing. (b) If there are any consents or approvals required to be assigned) obtained under any Contracts in order to GSRP transfer, assign, or OpCo without recourse, representation novate the Vendor Group’s interest in such Contracts to the Purchaser Group or warranty Local Purchaser (except as expressly set forth in this Agreementapplicable), all or any Contracts that require consent as a result of GSAM’s or such Affiliate’s right, title and interest in and toa change of control of any Subsidiary, and GSRP agrees to assume, such consents or cause OpCo to agree to assume, the obligations of GSAM approvals have not yet been obtained (or such Affiliate’s obligations under, each otherwise are not in full force and effect) as of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentenceClosing Date, in the case of any Assigned each Contract that prior as to which such consent or approval was not obtained (or otherwise are not in full force and effect) (each, a “Pending Contract”), each such Pending Contract shall not be legally assigned to the Purchaser Group at the Closing was Date, provided however, that the parties shall use their respective commercially reasonable efforts, and cooperate with each other, to obtain the consent or approval relating to each Pending Contract as quickly as practicable following the Closing Date. (c) Prior to the obtaining of consent or approval for any Pending Contract, the parties shall cooperate with each other, as further described in the Transition Services Agreement, in any reasonable and lawful arrangements designed to confirm that (i) the Purchaser Group or Local Purchaser (as applicable) shall receive all benefits of use of any and all Pending Contracts for their respective terms (or any right or benefit arising thereunder, including the enforcement for the benefit of the GSRP Entities, Purchaser Group of any and all rights of the Vendor Group against a third party thereunder); and (ii) the Purchaser Group or Local Purchaser (as applicable) shall assume all obligations under such Pending Contract from and after the Closing GSRP Date. (d) When a consent or approval for the sale, assignment, novation, assumption, transfer, conveyance, and delivery of a Pending Contract is obtained, the Vendor shall protectpromptly notify the Purchaser and such Pending Contract shall be assigned, defendnovated, indemnify transferred, conveyed, and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, delivered to the extent GSRP Purchaser Group or Local Purchaser (as applicable) as of the effective date of such consent or approval. (e) For any Pending Contracts which have not been transferred, assigned, or novated to the Purchaser Group or Local Purchaser (as applicable) with effect from the Time of Closing, the parties agree to manage such agreements as set out in the Transition Services Agreement until such Pending Contract is required to do so under the Management Agreement. Without limiting the foregoingassigned, OpCo shall remain responsible fornovated, transferred, conveyed, and shall pay and discharge when due all Liabilities that constitute Company Expenses delivered to the Purchaser Group or Local Purchaser (as defined in the OpCo LLC Agreement) that were incurred prior to the Closingapplicable).

Assignment of Contracts. GSAM agrees The Seller shall use its reasonable efforts to assign (provide any required notice to any third party and obtain any third party consent, authorization or cause waiver which is required to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, effect the obligations of GSAM or such Affiliate’s obligations under, each valid assignment of the Contracts set forth to the Buyer, including those listed on Section 6.18 Schedule 9(f). In the event that prior notice to or consent or authorization from a third party is required to effect the assignment of a Contract, and such notice is not given or such consent or authorization is not obtained prior to the Closing, the Seller shall give any necessary notices to any third party and shall use its best efforts in consultation with the Buyer to obtain any required third party consent or authorization subsequent to the Closing. The Buyer shall, if requested by the Seller, take such steps reasonably requested by the Seller to assist in obtaining the required consents and authorizations. To the extent that any Contract to be assigned to Buyer pursuant to this Agreement is not capable of being assigned without the consent, approval or waiver of a third person or entity, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where a required consent to the transfer and assignment to Buyer of any particular Contract has not been obtained prior to the Closing Date, then subject to the terms and conditions of this Agreement, the Seller and PDI, as applicable, shall use commercially reasonable efforts to provide the Buyer with the benefits and burdens of such Contract (including, without limitation, permitting the Buyer to enforce any rights of the GSRP Disclosure Letter (collectively Seller or PDI, as applicable, arising under such Contract and agreeing to pay over to Buyer any amounts received by the “Assigned Contracts”Seller on account of services provided by Buyer), pursuant to documentation (and the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned ContractsBuyer shall, to the extent the Buyer is provided with the benefits of such Liabilities relate to Contract, perform and in due course pay and discharge all debts, obligations and liabilities of the Seller or arise from PDI, as applicable, under such Contract, and where necessary or appropriate, the period prior to the Closing. GSRP Buyer shall be responsible for paying and satisfyingdeemed to be the agent of the Seller or PDI, and shall protectas applicable, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit purpose of completing, fulfilling and discharging all of the GSRP Entities, from Seller or PDI's rights and liabilities arising after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from Date under such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

Assignment of Contracts. GSAM agrees (a) Seller shall assign to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), Buyer all of GSAM’s or such Affiliate’s the right, title and interest of Seller in and tounder all Contracts and Permits that constitute any of the Assets, including but not limited to those listed in Schedules 5.12 and 2.1(e) (but not those relating to the Excluded Assets), and GSRP agrees Buyer shall assume the liabilities and obligations of Seller arising under such Contracts and Permits after the Closing Date (but not those relating to the Excluded Assets); provided, however, that Buyer shall not succeed to or assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP Seller shall be responsible for paying and satisfyingfor, and shall protect, defend, indemnify and hold harmless GSAM from, any liability or obligation arising out of any or all Liabilities related of the following: (1) any breach by Seller of any such Contract or Permit or any failure by Seller to discharge or perform any liability or obligation arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for Date under any such Contract or Permit; (2) any Claim based on defective products, breach of product warranties or other product claims relating to Products manufactured, shipped or sold by Seller on or prior to the benefit Closing Date; (3) any Claim resulting from any act or omission of Seller on or prior to the Closing Date; (4) any Claim relating to any Contract that is required under Section 5.12 to be listed in Schedule 5.12 but is not so listed; and (5) any of the GSRP EntitiesExcluded Contracts. (b) If any Contract constituting any of the Assets is not assignable by Seller to Buyer without the consent of a third party and is listed on Schedule 8.2(b), from and after Seller shall use its best efforts to provide Buyer with such third-party consent prior to the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, Date to the extent GSRP requested by and to the satisfaction of Buyer but such consent shall not be a condition for Closing. Buyer shall render such cooperation as is reasonably required to do assist Seller in obtaining such third-party consent. To the extent permitted by applicable law, in the event consents to the assignment thereof cannot be obtained, such nonassignable Contracts shall be held, as of and from the Closing, by Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer in Seller’s name and all benefits and obligations existing thereunder shall be for Buyer’s account. Seller shall take or cause to be taken at Seller’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer with the benefits of the nonassignable Contracts and to effect collection of money or other consideration that becomes due and payable under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible fornonassignable Contracts, and Seller shall promptly pay over to Buyer all money or other consideration received by it in respect of all nonassignable Contracts. If any such consent would reasonably necessitate any payment of consideration, Buyer and discharge when due all Liabilities that constitute Company Expenses (as defined in Seller will negotiate to equitably allocate the OpCo LLC Agreement) that were incurred prior to costs, recognizing on the Closingone hand any additional value such payment would bring Buyer and on the other hand the value such payment would bring Seller.

Assignment of Contracts. GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned ContractsThe Sale Order shall, to the extent permitted by Law, provide for the assignment by Sellers to Buyer, effective upon the Closing, of the Transferred Contracts in accordance with this Section 2.7. (a) Sellers shall use reasonable best efforts to provide timely and proper written notice of the motion seeking entry of the Sale Order to all parties to any executory Contracts to which any Seller is a party that are Transferred Contracts and take all other actions reasonably necessary to cause such Contracts to be assigned to Buyer pursuant to section 365 of the Bankruptcy Code. At the Closing, Sellers shall assign to Buyer the Transferred Contracts that may be assigned by any such Seller to Buyer pursuant to sections 363 and 365 of the Bankruptcy Code. From and after the Effective Date until the earlier of (y) the date that is 45 days following the Closing and (z) the date on which the Bankruptcy Court enters an Order confirming Sellers’ plan of reorganization or liquidation (this clause (z) the “Plan Confirmation Date”), Buyer may, in consultation with Sellers, propose to designate any Contract then in effect that Sellers have not otherwise disposed of, or agreed to dispose of, that is necessary to administer, control and exercise legal rights with respect to the use of all other Acquired Assets, in each case, in the same manner in all material respects as by and on behalf of Sellers (as applicable) in connection with the Business during the twelve months prior to the date hereof (and is not an Excluded Listed Contract as of the Effective Date), as a Transferred Contract, as applicable, or designate any such Contract that would otherwise be a Transferred Contract as an Excluded Listed Contract, in each case by providing written notice of such designation or removal to Sellers and, in the case of designating an additional Transferred Contract, Sellers will use reasonable best efforts to cause such Contract to be assumed and assigned to Buyer in accordance with the Bankruptcy Code. Notwithstanding the foregoing, (i) Sellers may not designate any such Contract as a Transferred Contract after Closing if Sellers have rejected, agreed to dispose, or disposed, of such Contract or require such Contract in order to provide services to any other business line of Sellers or to wind down the operations of Sellers and (ii) Sellers shall provide not less than five Business Days’ notice to Buyer prior to filing any motion to reject, agreeing to dispose or disposing any Contract that is necessary to administer, control and exercise legal rights with respect to the use of all other Acquired Assets, in each case, in the same manner in all material respects as by and on behalf of Sellers (as applicable) in connection with the Business during the twelve months prior to the date hereof (other than any Excluded Listed Contract). (b) In the case of any removal or addition of a Transferred Contract pursuant to Section 2.7(a), Sellers shall give notice to the other parties to any Contract to which such removal or addition relates within three Business Days of Buyer notifying Sellers of such removal or addition. (c) In connection with and upon the assignment to Buyer of any Transferred Contract pursuant to this Section 2.7, Buyer and Sellers shall pay all of the Cure Costs consistent with the allocation of Assumed Liabilities relate and Excluded Liabilities set forth in Section 2.4(c) and Section 2.5. (d) If Sellers are unable to assign any Transferred Contract to Buyer as a result of an Order of the Bankruptcy Court or arise applicable Law, then Buyer and Sellers shall use reasonable best efforts prior to the Closing to obtain, and to cooperate in obtaining, all Consents and Governmental Authorizations from Governmental Authorities and third parties necessary to assign such Transferred Contract to Buyer; provided, however, neither Buyer nor Sellers shall be required to pay any amount or incur any obligation to any Person from whom any such Consent or Governmental Authorization may be required in order to obtain such Consent. (e) Notwithstanding any provision herein to the period contrary, a Contract shall not be a Transferred Contract hereunder and shall not be assigned by the applicable Sellers and assumed by Buyer to the extent that such Contract requires a Consent or Governmental Authorization (other than, and in addition to, that of the Bankruptcy Court) in order to permit the sale or transfer to Buyer of Sellers’ rights under such Contract, if such Consent or Governmental Authorization has not been obtained prior to the Closing. GSRP shall be responsible for paying In such event, the Closing will proceed with respect to the remaining Acquired Assets upon the terms and satisfyingsubject to the conditions hereof, and shall protectthere will be no reduction in the Purchase Price as a result thereof, defendand, indemnify for a period of six months after the Closing Date (or the remaining term of any such Contract if shorter or the closing of the Bankruptcy Cases, if earlier), (i) Sellers and hold harmless GSAM from, all Liabilities related Buyer will use their respective reasonable best efforts to or arising from obtain the Assigned ContractsConsents with respect to any such Contract and (ii) Sellers and Buyer will cooperate in a mutually agreeable arrangement, to the extent feasible and without the need for any Consent, under which Buyer would obtain the benefits and assume the obligations associated with such Liabilities relate Contracts in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Buyer, or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was under which Sellers would enforce their rights thereunder for the benefit of the GSRP EntitiesBuyer with Buyer assuming each applicable Sellers’ obligations thereunder; provided, from and after the Closing GSRP however, neither Buyer nor Sellers shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is be required to do so under pay any amount, grant any accommodation therefor or incur any obligation to any Person from whom any such Consent or Governmental Authorization may be required in order to obtain such Consent; provided further that neither Buyer nor any of Sellers will be obligated to initiate any Proceedings to obtain any such Consent or Governmental Authorization. For the Management Agreement. Without limiting avoidance of doubt, the foregoing, OpCo consummation of the transactions contemplated by this Agreement shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in no way be contingent or conditioned on obtaining any such Consents for the OpCo LLC Agreement) that were incurred prior to assignment of the ClosingTransferred Contracts.

Assignment of Contracts. GSAM agrees Notwithstanding anything to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth the contrary contained in this Agreement), all this Agreement shall not constitute an agreement or attempt to transfer, sublease or assign any contract, license, lease, sales order, purchase order or other agreement or any claim or right of GSAM’s any benefit arising thereunder or such Affiliate’s rightresulting therefrom or any governmental permit, title and interest in and tolicense, and GSRP agrees to assumefranchise, approval, registration or cause OpCo to agree to assumecertificate of occupancy (collectively, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”"Rights") in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to that an attempted sale, transfer, sublease or arise from assignment thereof, without the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case consent of any Assigned Contract other party thereto, would constitute a breach thereof or in any way adversely affect the Purchaser's rights to receive the benefits thereunder. [**] - Confidential or proprietary information redacted. In order, however, that prior to the Closing was full value of any Rights may be realized for the benefit of the GSRP EntitiesPurchaser, from the Seller shall, at the expense of the Purchaser and after at the Closing GSRP reasonable request and under the direction of the Purchaser, in the name of such party or as otherwise reasonably specified by the Purchaser, acting reasonably, take all such action and do or cause to be done all such things that are necessary and advisable in order that the rights and obligations of the Seller in connection with such Rights may be performed in such manner that the value of such Rights shall protect, defend, indemnify be preserved and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, shall inure to the exclusive benefit of the Purchaser (or to the benefit of the Purchaser to the same extent GSRP is required to do so under as the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred Seller enjoyed prior to the Closingdate hereof if the Seller was not entitled to the exclusive benefit thereof). The Purchaser may at any time thereafter request a sale, assignment, conveyance or transfer of any Rights notwithstanding that the third party consent necessary for such sale, assignment and transfer has not been obtained, provided that such sale, assignment, conveyance or transfer of such Rights does not materially diminish the benefit of such Rights to any Affiliate of the Seller, if the Seller was not entitled to the exclusive benefit thereof.

Assignment of Contracts. GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory Anything herein to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contractscontrary notwithstanding, to the extent that any Assigned Contract assigned or transferred to Purchaser hereunder shall require the consent of any other party (a "SPECIAL ITEM"), Seller shall not be deemed to have assigned or transferred any Special Item, and Purchaser shall not be deemed to have assumed or received such Liabilities relate Special Item, unless and until such consent shall have been obtained. Seller shall use its best reasonable efforts to or arise from obtain the period prior necessary consents to the Closing. GSRP shall be responsible for paying and satisfyingassignment or transfer of all Special Items, and Purchaser shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related cooperate in those efforts but shall not be required to assume any burdens or arising from the Assigned Contracts, obligations other than those presently provided under such Special Item. Until any necessary consent to the extent assignment or transfer of a Special Item is obtained, Seller and Purchaser shall each cooperate with the other in any reasonable arrangement which provides Purchaser the benefits under such Liabilities relate Special Item, including enforcement by Seller of any and all rights of Seller arising out of any breach or cancellation by the other party thereto. If Seller shall obtain any necessary consent to the assignment or arise from the period on or transfer of a Special Item after the Closing. Notwithstanding , Purchaser shall assume, and Seller shall be deemed to have assigned to Purchaser, the second preceding sentence, in the case Special Item as of any Assigned Contract that prior to the Closing was for the benefit Date. All ordinary costs of the GSRP Entities, from and performance after the Closing GSRP Date under any Special Item as to which the necessary consent has not been obtained, but the benefits of which have been accepted by Purchaser, shall protectbe for the account of Purchaser, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from Seller shall be promptly reimbursed by Purchaser for any such Assigned Contract, to costs which the extent GSRP is Seller may be required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closingthereunder.

Assignment of Contracts. GSAM agrees (a) At or prior to assign the Closing Date, the Seller shall, at its sole cost and expense, (i) (unless waived or cause modified by the FTC with respect to be assignedany Acquired Contract or Lease) obtain the Required Consents, which are listed on Schedule 1.03(a)(i) hereto, and (ii) use its commercially reasonable efforts to GSRP obtain all necessary consents, approvals and authorizations to the assignment or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), transfer to the Purchaser of all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Acquired Contracts set forth on Section 6.18 of the GSRP Disclosure Letter that are not Required Consents (collectively the “Assigned ContractsNon-Required Consents”), pursuant which are listed on Schedule 1.03(a)(ii) hereto. The Purchaser shall reasonably cooperate with the Seller in obtaining the Required Consents and Non-Required Consents (it being understood that the Purchaser shall not be required to documentation spend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party in connection with cooperating to obtain the “Assigned Contracts Documentation”) Required Consents and the Non-Required Consents). To the extent that any Required Consent is not obtained by the Seller at or prior to the Closing (in form and substance compliance with a waiver or modification by the FTC consistent with Section 1.03(a)(i)), the Seller shall, at its sole cost and expense, obtain (and shall be responsible for the payment of any necessary costs and expenses which may be necessary to satisfy this Section 6.18 and otherwise covenant) each such Required Consent as soon as practicable after the Closing Date, but in form and substance satisfactory to any event, not later than the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies first anniversary of the Assigned ContactsClosing Date. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to To the extent such Liabilities relate to that any Non-Required Consent is not obtained by the Seller at or arise from the period prior to the Closing. GSRP , the Seller shall use its commercially reasonable efforts to obtain each such Non-Required Consent following the Closing, it being understood that neither the Seller nor any of its Affiliates shall be responsible for paying required to expend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party to obtain any such Non-Required Consent. The Seller and satisfyingits Affiliates shall not be permitted to amend or modify any material terms of any Acquired Contracts in order to obtain a Required Consent or Non-Required Consent without the prior written consent of the Purchaser (not to be unreasonably withheld or delayed). Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit, or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any other Person, would constitute a breach thereof, or be in violation of any applicable Law, rule or regulation unless and until such consent has been obtained. If any Required Consents or Non-Required Consents are not obtained prior to Closing, or if an attempted assignment thereof would result in a breach or violation of, or default under, the terms of the related Acquired Contract, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Purchaser so that the Purchaser would not in fact receive all such rights following the Closing, the parties shall cooperate to implement a mutually agreeable arrangement under which the Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Contract in accordance with this Agreement, including through an arrangement under which the Seller would subcontract its rights and obligations in respect of such Acquired Contract to the Purchaser, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from under which the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was Seller would enforce for the benefit of the GSRP Entities, from Purchaser any and after all of the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from rights of the Seller against a third party associated with such Assigned Acquired Contract, to and the extent GSRP is required to do so under Seller would promptly pay the Management Agreement. Without limiting Purchaser all monies received by the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined Seller in the OpCo LLC Agreement) that were incurred prior to the Closingrespect of any such Acquired Contract.

Assignment of Contracts. GSAM agrees The Sellers and Buyer shall use commercially reasonable efforts for a period of ninety (90) days following the Closing, and shall cooperate with each other, to assign obtain any required consent, waiver or approval of the other parties to any Assigned Contracts or any Claim or right or any benefit arising thereunder for the assignment thereof as Buyer may request (or cause in each case, at Buyer’s cost). Such consents, waivers and approvals shall be in a form reasonably acceptable to be assigned) Buyer and Arcadia. Notwithstanding anything to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth the contrary in this Agreement), no Party shall be required to pay any monies to obtain such consents. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any rights under the Assigned Contracts or any Claim or right or any benefit arising or resulting from the Assigned Contracts if an attempted assignment or transfer thereof, without the consent or authorization of a third party thereto, would constitute a breach or other contravention thereof or a violation of Law. If an attempted transfer or assignment thereof would be ineffective pursuant to the terms of the applicable Assigned Contract or a violation of Law or its designee (as assignee of the Sellers) thereto or thereunder so that such assignee would not in fact receive all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assumerights, the obligations of GSAM Sellers and Buyer (or such Affiliate’s obligations under, each of its designee) shall use commercially reasonable efforts to enter into any arrangement reasonably requested by the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter other (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form provided Buyer shall reimburse Sellers for all reasonable and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or documented out-of-pocket expenses incurred by Sellers arising from the actions taken by Sellers at Buyer’s request pursuant to this Section 1.10) under which (i) Buyer or its designee would, in compliance with Law, receive the rights and benefits and assume the obligations and bear the economic burdens associated with such Assigned Contracts, to and (ii) the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was Sellers would enforce for the benefit of Buyer or its designee any and all of its rights against a third party associated with such Assigned Contracts, and the GSRP Entities, from and Sellers would promptly pay to Buyer or its designee when received all monies received by the Sellers under any Assigned Contracts. The Sellers’ obligation under this Section 1.10 shall terminate ninety (90) days after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management AgreementDate. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.1.11 Limited Licenses. [***]

Assignment of Contracts. GSAM (a) Seller agrees to assign (or cause to be assigned) assigned to GSRP or OpCo without recourseBuyer, representation or warranty (except as expressly set forth in this Agreement)of the Closing, all of GSAM’s or such Affiliate’s right, title and interest in and tothe rights of Seller under the Contracts that are assignable without consent of any third party, and GSRP agrees to Buyer shall assume, as of the Closing, all obligations of Seller thereunder which arise at or after Closing. (b) Anything in this Agreement to the contrary notwithstanding, Seller shall not be obligated to sell, assign, transfer or convey or cause OpCo to agree be sold, assigned, transferred or conveyed to assume, the obligations Buyer any of GSAM Seller's rights in or such Affiliate’s obligations under, each to any of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”)without first obtaining all necessary approvals, pursuant consents or waivers. Seller shall use all reasonable efforts, and Buyer shall reasonably cooperate with Seller, to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made availableobtain all necessary approvals, consents or waivers, or caused to be made available, resolve any impracticalities of transfer necessary to GSRP true and correct copies assign or convey to Buyer each such Contract. In the event Seller obtains consent to assignment of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period a Contract prior to the Closing. GSRP , Buyer shall be responsible for paying and satisfyingassume, and shall protect, defend, indemnify and hold harmless GSAM fromas of Closing, all Liabilities related obligations of Seller thereunder which arise on or after the Closing Date, as though no consent was required. (c) To the extent that any of the approvals, consents or waivers referred to in Section 1.5(b) have not been obtained by Seller as of the Closing, or until any impracticalities of transfer are resolved, Seller shall, during the remaining term of such Contracts, use all reasonable efforts to (i) obtain the consent of any such third party with the filing fees and ordinary administrative charges payable to such third party to be paid by Buyer; (ii) cooperate with Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Contracts to Buyer, so long as Buyer fully cooperates with Seller in such arrangements and indemnifies Seller and all affiliates of Seller fully and completely for any actual out-of-pocket loss, damage, liability, obligation or expense (including reasonable attorneys' fees) (collectively, "Losses") incurred by them in connection with any such Contract arising from the Assigned Contracts, or relating to the extent such Liabilities relate to or arise from the any period on or after the Closing. Notwithstanding Closing Date; and (iii) enforce, at the second preceding sentence, in request of Buyer and at the case of any Assigned Contract that prior to the Closing was expense and for the benefit account of the GSRP EntitiesBuyer, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or any rights of Seller arising from such Assigned ContractContracts against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Contracts in accordance with the terms thereof upon the request of Buyer), to so long as Buyer indemnifies Seller and all affiliates of Seller fully and completely for any Losses incurred by them in connection with any such enforcement. (d) To the extent GSRP that any Contract or any claim or right arising thereunder or resulting therefrom is required to do so under not capable of being sold, assigned, transferred or conveyed without the Management Agreement. Without limiting approval, consent or waiver of the foregoingissuer thereof or the other party thereto, OpCo shall remain responsible foror any third person (including a Governmental Body), and Seller is unable to obtain such approval, consent or waiver, or if such sale, assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall pay and discharge when due all Liabilities that not constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof, nor shall Seller have any obligation to the Closingcomplete any such sale, assignment, transfer or conveyance.

Assignment of Contracts. GSAM agrees If required by Applicable Law or the terms thereof to effect the proper and valid assignment to and assumption by Purchaser of any CSC Document, Lease Document, Assigned Contract, or other Contract to be assigned to and assumed by Purchaser pursuant to this Agreement (each, a “Restricted Contract”) without breach or violation thereof, Seller and Parent agree to use their Best Efforts to obtain, prior to the First Effective Time with respect to any CSC Document or Lease Document and with respect to the Premier Insurance Program and the Corporate Insurance Policies or prior to the Second Effective time with respect to any Assigned Contract or such other Contract to be assigned to and assumed by Purchaser, the consent, waiver, authorization or approval, as applicable, of each other party to any such Restricted Contract necessary to permit the assignment to and assumption by Purchaser of all the Restricted Contracts as at the First Effective Time or the Second Effective Time, as applicable. Nothing in this Agreement or any of the Related Agreements shall be deemed to constitute an assignment or an attempt to assign any Restricted Contract if the attempted assignment thereof without the consent, waiver, authorization or approval, as applicable, of each other party to such Restricted Contract would constitute a breach thereof or affect in any way the rights of Seller or Parent thereunder. Subject to Section 3.02, in the event Seller or Parent fails to obtain any such consent, waiver, authorization or approval, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser the material benefits of use of any and all Restricted Contracts for which Seller or Parent has not obtained the consent, waiver, authorization or approval, as applicable, for their respective terms (or cause any right or benefit arising thereunder, including the enforcement for the benefit of Purchaser of any and all rights of Seller or Parent against a third party thereunder). Subject to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts3.02, to the extent such Liabilities relate to permitted by Applicable Law, if any requisite consent, waiver, authorization or arise from the period approval, as applicable, has not been obtained at or prior to the Closing. GSRP shall be responsible for paying and satisfyingFirst Effective Time or the Second Effective Time, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in as the case of any Assigned may be, the applicable Restricted Contract that prior to the Closing was will be held by Seller or Parent in trust for the benefit of Purchaser and Purchaser will perform the GSRP Entitiesobligations of Seller or Parent thereunder and be entitled to receive all money becoming due and payable under and other benefits derived from the Restricted Contract immediately after receipt by Seller thereof. When such consent, waiver, authorization or approval is obtained, Seller or Parent shall promptly assign, transfer, convey and deliver such Restricted Contract to Purchaser, and Purchaser shall assume the obligations under such Restricted Contract from and after the Closing GSRP shall protectFirst Effective Time or the Second Effective time, defendas the case may be, indemnify pursuant to a special-purpose assignment and hold harmless GSAM from, all Liabilities, related assumption agreement substantially similar in terms and conditions to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined those set forth in the OpCo LLC Agreement) that were Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, with the parties each being responsible for their own respective costs and expenses incurred prior to in connection with the Closingpreparation thereof).

Assignment of Contracts. GSAM agrees Notwithstanding anything to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth the contrary contained in this Agreement), all this Agreement shall not constitute an agreement or attempt to transfer, sublease or assign any contract, license, lease, sales order, purchase order or other agreement or any claim or right of GSAM’s any benefit arising thereunder or such Affiliate’s rightresulting therefrom or any governmental permit, title and interest in and tolicense, and GSRP agrees to assumefranchise, approval, registration or cause OpCo to agree to assumecertificate of occupancy (collectively, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”"Rights") in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to that an attempted sale, transfer, sublease or arise from assignment thereof, without the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case consent of any Assigned Contract other party thereto, would constitute a breach thereof or in any way adversely affect the Purchaser's rights to receive the benefits thereunder. In order, however, that prior to the Closing was full value of any Rights may be realized for the benefit of the GSRP EntitiesPurchaser, from the Seller shall, at the expense of the Purchaser and after at the Closing GSRP reasonable request and under the direction of the Purchaser, in the name of such party or as otherwise reasonably specified by the Purchaser, acting reasonably, take all such action and do or cause to be done all such things that are necessary and advisable in order that the rights and obligations of the Seller in connection with such Rights may be performed in such manner that the value of such Rights shall protect, defend, indemnify be preserved and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, shall inure to the exclusive benefit of the Purchaser (or to the benefit of the Purchaser to the same extent GSRP is required to do so under as the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred Seller enjoyed prior to the Closingdate hereof if the Seller was not entitled to the exclusive benefit thereof). The Purchaser may at any time thereafter request a sale, assignment, conveyance or transfer of any Rights notwithstanding that the third party consent necessary for such sale, assignment and transfer has not been obtained, provided that such sale, assignment, conveyance or transfer of such Rights does not materially diminish the benefit of such Rights to any Affiliate of the Seller, if the Seller was not entitled to the exclusive benefit thereof.

Assignment of Contracts. GSAM agrees (a) On or prior to assign (the Closing Date, Seller, at its expense, shall obtain or cause to be assigned) obtained all consents and other approvals of all lessors, lenders, Governmental Entities and other third persons which are required to GSRP or OpCo without recourse, representation or warranty (except be obtained by Seller as expressly a result of the transactions contemplated by this Agreement and as set forth in on Schedule 15, which consents and approvals shall continue each applicable lease, loan or other arrangement related to the Business on substantially identical terms as exist on the date hereof. (b) To the extent that the assignment hereunder by the Seller to Buyer of any contract or agreement is not permitted or is not permitted without the consent of any other party to the contract or agreement, this Agreement), all Agreement shall not be deemed to constitute an assignment of GSAM’s any such contract or agreement if such Affiliate’s right, title and interest in and to, and GSRP agrees to assumeconsent is not given or if such assignment otherwise would constitute a breach of, or cause OpCo a loss of contractual benefits under, any such contract or agreement, and Buyer shall not assume any obligations or liabilities thereunder. Without in any way limiting Seller's obligations to agree obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the contracts and agreements and the Purchased Assets to assumeBuyer hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, Seller shall continue to use their best efforts to obtain such consents and shall cooperate with Buyer in any arrangement designed to provide Buyer with the rights and benefits (subject to the obligations) under any such contracts or agreements. If Seller is able to provide Buyer with the benefits of any such contract, Buyer will assume or reimburse to Seller the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closingthereunder.

Assignment of Contracts. GSAM agrees (a) Subject to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in the terms and conditions of this Agreement), as of the Closing Date, Seller shall assign to Buyer all of GSAM’s or such Affiliate’s the right, title and interest of Seller in and tounder all Contracts that constitute any of the Assets, including but not limited to those listed in Schedule 5.10 to the Disclosure Memorandum, and GSRP agrees Buyer shall assume the liabilities and obligations of Seller arising under such Contracts after the Closing Date; provided, however, that Buyer shall not succeed to or assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP Seller shall be responsible for paying and satisfyingfor, and shall protect, defend, indemnify and hold harmless GSAM from, any liability or obligation arising out of any or all Liabilities related of the following: (1) any breach by Seller of any such Contract or any failure by Seller to discharge or arising from the Assigned Contracts, perform any liability or obligation that is required to the extent such Liabilities relate to be performed or arise from the period discharged on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for Date under any such Contract; (2) any Claim based on failure to perform services, defective services, defective products, breach of product or service warranties or other claims relating to services provided or products manufactured, shipped or sold by Seller and arising on or prior to the benefit Closing Date; (3) any Claim resulting from any act or omission of Seller on or prior to the Closing Date; and (4) any Claim relating to any Contract that is required under Section 5.10 to be listed in Schedule 5.10 to the Disclosure Memorandum but is not so listed; and (5) any of the GSRP EntitiesExcluded Assets. (b) If any Contract constituting any of the Assets, from and including but not limited to those listed in Schedule 5.10 to the Disclosure Memorandum, is not assignable by Seller to Buyer without the consent of a third party, or will not continue in effect after the Closing GSRP and such assignment without the consent of a third party, then each of Seller and Parent shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related use commercially reasonable efforts to or arising from provide Buyer with such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred third-party consent prior to the ClosingClosing Date to the satisfaction of Buyer (but if Seller's assignment or attempted assignment of any such Contract prior to obtaining the third-party consent would constitute a breach of such Contract, then such assignment or attempted assignment shall not be or be deemed effective unless and until the third-party consent is obtained). Buyer shall render such cooperation as is reasonably required to assist Seller and Parent in obtaining such third-party consent.

Assignment of Contracts. GSAM agrees Subject to the provisions of Sections 7.5 and 9.3, anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s the right, title or interest of Seller in, to or under any contract or any claim or right of any benefit arising thereunder or resulting therefrom if any attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of Purchaser or Seller thereunder or if by its terms such contract cannot be assigned. In such event, such non-assignable contracts (the "NON-ASSIGNABLE CONTRACTS") shall be excluded from the definition of Assigned Contracts for only so long as the applicable restriction remains in place and interest such property or asset or the proceeds thereof shall be held and/or received by Seller, if possible, for the benefit of Purchaser and Seller shall, until such time as any Non-Assignable Contract is effectively assigned to Purchaser, act as agent for Purchaser in order to obtain for Purchaser the benefits that would flow from ownership of such asset, including without limitation collecting and topaying over to Purchaser any amounts payable to Seller with respect to any Humongous IP pursuant to a Non-Assignable Contract. Seller shall use its Commercially Reasonable Efforts to obtain, and GSRP Purchaser agrees to assumecooperate with Seller in its efforts to obtain, the consent of such third party to the assignment or cause OpCo transfer. If such consent is not obtained, Seller and Purchaser shall cooperate in any reasonable arrangements designed to agree to assumeprovide Purchaser the obligations and benefits thereunder such as, by example, entering into a subcontract relationship. Notwithstanding the foregoing, the obligations of GSAM Seller under this Section 1.6 shall not include any obligations to make any payment or incur any economic burden. Purchaser shall pay all third party costs associated with obtaining any such Affiliate’s obligations under, each assignments. Without limitation to the generality of the Contracts set forth on Section 6.18 foregoing, Seller shall use Commercially Reasonable Efforts prior to the Closing in attempting to obtain any required consents and/or assignments in order to effect the transfer to Purchaser, or the entry into by Purchaser, as the case may be, of the GSRP Disclosure Letter (collectively League Licenses. As used herein, "LEAGUE LICENSES" means the “Assigned Contracts”)professional sports league, pursuant to documentation (the “Assigned Contracts Documentation”) player association and highlight-player licenses designated in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory Schedule 1.6 hereto. Notwithstanding anything herein to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contractscontrary, to the extent that any League License or other agreement cannot be assigned to Purchaser (or equivalent rights cannot be licensed to Purchaser), Purchaser shall have no liability or obligation with respect to such Liabilities relate League License or other Non-Assignable Contract. In the event that the NBA League License cannot be assigned to or arise from the period prior to the Closing. GSRP shall be responsible for paying Purchaser, Seller shall, upon request by Purchaser and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent permitted by such Liabilities relate license, sublicense such license to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the ClosingIESA and/or Atari Interactive.

Assignment of Contracts. GSAM agrees To the extent that any of the Assigned Contracts, or any Contract that the Purchaser has assumed pursuant to assign Section 6.1(b), is not capable of being sold, assigned, transferred or set over to the Purchaser without the consent, release or waiver of any third person (including any Governmental Body), or cause if such sale, assignment, transfer or setover or attempted sale, assignment, transfer or setover would constitute a Breach thereof or a violation of any law or regulation, this Agreement shall not constitute a sale, assignment, transfer, or setover or an attempted sale, assignment, transfer or setover thereof. In those cases where consents, releases and/or waivers have not been obtained at or prior to be assigned) the Closing Date to GSRP or OpCo without recoursethe transfer and assignment to the Purchaser of the Assigned Contracts, representation or warranty (except as expressly set forth in this Agreement), to the extent permitted by law, shall constitute an equitable assignment by the Seller to the Purchaser of all of GSAMthe Seller’s or such Affiliate’s rightrights, benefits, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to and where necessary or appropriate, the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP Purchaser shall be responsible deemed to be the Seller’s agent for paying the purpose of completing, fulfilling and satisfying, discharging all of the Seller’s rights and liabilities arising after the Closing Date under such Assigned Contracts and shall protectindemnify, defend, indemnify defend and hold harmless GSAM from, all Liabilities related to or the Seller and the Seller’s Related Parties and Affiliates from and against any third party claims arising from the Purchaser’s actions or failure to act with respect to any such Assigned Contracts. The Seller shall use its commercially reasonable efforts to provide the Purchaser with the benefits of such Assigned Contracts (including, without limitation, permitting the Purchaser to enforce any rights of the Seller arising under such Assigned Contracts), and the Purchaser shall, to the extent the Purchaser is provided with the benefits of such Liabilities relate to or arise from Assigned Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of the period on or after Seller under such Assigned Contracts. Following the Closing. Notwithstanding , the second preceding sentenceSeller shall continue to use commercially reasonable efforts to obtain any necessary consents, in releases or waivers as quickly as practicable, and once a consent, release or waiver is obtained, the case of any Seller shall promptly assign, transfer, convey and deliver the applicable Assigned Contract that prior to the Closing was for Purchaser, and the benefit of Purchaser shall assume the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from obligations under such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

Assignment of Contracts. GSAM agrees Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser, any Contract or Permitted Encumbrance which is (or cause to be assignedi) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assumenot assignable, or cause OpCo to agree to assume, (ii) not assignable without the obligations of GSAM approval or such Affiliate’s obligations under, each consent of the Contracts set forth on Section 6.18 other party or parties thereto, without first obtaining such approval or consent (collectively "Non-Assignable Rights"). The failure to obtain any such approval or consent, or the fact that a Contract or Permitted Encumbrance is not assignable, shall not entitle the Purchaser to terminate this Agreement or to any other right or remedy whatsoever (without prejudice to the right of the GSRP Disclosure Letter (collectively Purchaser to terminate this Agreement prior to the “Assigned Contracts”), Due Diligence Date pursuant to documentation and in accordance with Section 2.5 if the Purchaser is not satisfied with its Due Diligence). In connection with such Non-Assignable Rights the Vendor shall, at the request of the Purchaser and in each case at the Purchaser's expense: (the “Assigned Contracts Documentation”a) apply for and use all reasonable efforts to obtain all such consents or approvals, in a form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made availablePurchaser acting reasonably, or caused provided that nothing herein shall require the Vendor to be made available, make any payment to GSRP true and correct copies any other party to any of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying Contracts; and (b) co-operate with the Purchaser in any reasonable and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related lawful arrangements designed to or arising from provide the Assigned Contracts, benefits of such Non-Assignable Rights to the extent Purchaser, including without limitation, holding any such Liabilities relate Non-Assignable Rights in trust for the Purchaser or acting as agent for the Purchaser, provided that pursuant to such arrangements the Purchaser fully indemnifies the Vendor for all obligations or arise from liabilities incurred thereunder or in connection therewith. In the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case event of any Assigned Contract that prior to the Closing was for the benefit conflict or inconsistency between this Section and any other provision of the GSRP Entitiesthis Agreement, from and after the Closing GSRP this Section shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreementprevail. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to This provision survives the Closing.

Assignment of Contracts. GSAM agrees (a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Restricted Contracts or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of the Buyer or the Seller thereunder. (or cause b) With respect to be assignedeach Transit Division Contract indicated with an asterisk on Schedule R3, prior to Closing the Seller shall have obtained the execution of a TDC Assignment between the Buyer and the Seller, consented to by the applicable Owner. (c) With respect to GSRP or OpCo without recourseeach Real Property Lease indicated with an asterisk on Section 3.09(d) of the Disclosure Schedule, representation or warranty (except as expressly set forth in this Agreement), all prior to Closing the Seller shall have obtained the execution by the applicable other parties thereto of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assumea Lease Assignment among the Buyer, the obligations Seller and such other parties. (d) If the Seller is unable to obtain the execution of GSAM or such Affiliate’s obligations under, a consent to assignment from each of the Contracts set forth on Section 6.18 of other parties to any Restricted Contract prior to Closing, the GSRP Disclosure Letter (collectively Seller and the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) Buyer will cooperate in form and substance consistent with this Section 6.18 and otherwise in form and substance an arrangement reasonably satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true Buyer and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from Seller under which the Assigned ContractsBuyer would obtain, to the extent such Liabilities relate to practicable, the claims, rights and benefits, and perform the corresponding obligations thereunder, in accordance with this Agreement, including subcontracting, sub-licensing or arise from the period prior subleasing to the Closing. GSRP shall be responsible for paying and satisfyingBuyer, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from under which the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was Seller would enforce for the benefit of the GSRP EntitiesBuyer, with the Buyer performing the Seller's corresponding obligations thereunder, any and all claims, rights and benefits of the Seller against each other party thereto. The Seller will promptly pay to the Buyer when received all monies received by the Seller under or with respect to any Restricted Contract or any claim, right or benefit arising thereunder not transferred pursuant to this Section 2.04(d). To the extent that the Buyer receives rights and benefits from any Restricted Contract not transferred pursuant to this Section 2.04(d), the Buyer shall pay to the other contracting party to such contract all amounts owing to such other contracting party under such Restricted Contract. The parties agree that, with respect to the agreement between the Seller and Sumitomo/Nippon Sharyo, the arrangement described in that certain Resale Agreement dated as of October 10, 1995 between the Seller and the Buyer, secured by that certain Security Agreement dated as of October 10, 1995 by the Seller in favor of the Buyer, is a satisfactory arrangement for purposes of this Section 2.04(d). The Seller shall continue to use its best efforts after Closing to obtain the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, execution of a consent to assignment from each of the other parties to any Restricted Contract for which such consent was not obtained prior to Closing. Upon receipt of the consent of all Liabilities, related Persons that are required to or arising from such Assigned consent to the assignment of a Restricted Contract, the Seller shall transfer, assign and deliver such Restricted Contract to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoingBuyer, OpCo shall remain responsible forfree and clear of all Liens, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closingother than Permitted Liens.

Assignment of Contracts. GSAM agrees (a) Subject to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in the terms and conditions of this Agreement), as of the Closing Date, Seller shall assign to Buyer all of GSAM’s or such Affiliate’s the right, title and interest of Seller in and tounder all Contracts that constitute any of the Assets, and GSRP agrees Buyer shall assume the liabilities and obligations of Seller arising under such Contracts after the Closing Date; provided, however, that Buyer shall not succeed to or assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP Seller shall be responsible for paying and satisfyingfor, and shall protect, defend, indemnify and hold harmless GSAM from, any liability or obligation arising out of any or all Liabilities related of the following: (i) any breach by Seller of any such Contract or any failure by Seller to discharge or perform any liability or obligation arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for Date under any such Contract; (ii) any Claim based on defective products, breach of product warranties or other product claims relating to products manufactured, shipped or sold by Seller on or prior to the benefit Closing Date; (iii) any Claim resulting from any act or omission of Seller on or prior to the Closing Date; and (iv) any Claim relating to any Contract that is required under Section 5.9 to be listed in Schedule 5.9 to the Disclosure Memorandum but is not so listed. (b) If any Contract constituting any of the GSRP EntitiesAssets is not assignable by Seller to Buyer without the consent of a third party, from and or will not continue in effect after the Closing GSRP and such assignment without the consent of a third party, then Seller shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related use its commercially reasonable efforts to or arising from provide Buyer with such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred third-party consent prior to the ClosingClosing Date to the satisfaction of Buyer (but if Seller’s assignment or attempted assignment of any such Contract prior to obtaining the third-party consent would constitute a breach of such Contract, then such assignment or attempted assignment shall not be or be deemed effective unless and until the third-party consent is obtained). Buyer shall render such cooperation as is reasonably required to assist Seller in obtaining such third-party consent. (c) Buyer shall pay cure amounts for the following agreements: (i) Reproduction and License Agreement between Engage and Adobe Systems dated January 1, 2003, (ii) Food Marketing Institute (for Market Technics, February 2004) dated Xxxxx 00, 0000, (xxx) Software License Agreement by and between MediaBridge, Inc. (predecessor in interest to Engage) and Planview, Inc. dated March 27, 2000 and (iv) National Retail Foundation (for NRF Exhibition January 11-13, 2004 at Jacob Javits) dated January 14, 2003 as described in Schedules 2.1.4 and 2.1.6 to the Disclosure Memorandum. Seller shall pay the cure amounts (if any) for all other Assigned Agreements, including without limitation theOEM Agreement between Cascade Systems, Ltd (predecessor in interest to Engage), the OEM Agreement between Engage and Alta Vista Company dated October 31, 2001, and Helios Software GmbH dated August 1995 and the Distributor License Agreement between Engage and DataDirect dated May 31, 2002.

Assignment of Contracts. GSAM agrees At the Closing, the Seller and the Purchaser shall execute and deliver an instrument of assignment and assumption of contracts and agreements, licenses and other instruments being assigned to assign the Purchaser hereunder, substantially in the form annexed as Exhibit 5 (the “Assignment and Assumption Agreement”), and shall execute any other instruments or certificates necessary to effect the assignment thereof. This Agreement and any document delivered under this Agreement shall not constitute an assignment or an attempted assignment of any contract contemplated to be assigned to the Purchaser under this Agreement: (a) which is not assignable without the consent of a third party if such consent has not been obtained and such assignment or attempted assignment would constitute a breach of such contract or agreement; or (b) in respect of which the remedies for the enforcement of such contract or agreement available to the Seller would not pass to the Purchaser. The Seller shall use its best efforts to obtain the consents of third parties as may be necessary for the assignment of the contracts. To the extent that any of the foregoing items are not assignable by their terms or where consents to their assignment cannot be obtained as provided in this Section 6, such items shall be held by the Seller in trust for the Purchaser and the covenant and obligations under those contracts or agreements shall be performed by the Purchaser in the name of the Seller and all benefits and obligations existing therein shall be for the account of the Purchaser. The Seller shall take or cause to be assigned) taken such action in its name or otherwise as the Purchaser may reasonably require so as to GSRP provide the Purchaser with the benefits of those contracts or OpCo without recourse, representation or warranty (except as expressly set forth agreements and to effect collection of money to become due and payable under such items and the Seller shall promptly pay over to the Purchaser all money received by the Seller in this Agreement), respect of all of GSAMthe foregoing items. Upon the Closing, the Seller and the Purchaser shall execute and deliver a general assignment of contracts, leases and licenses agreement in the form attached as Exhibit 6, under which the Seller shall authorize the Purchaser, at the Purchaser’s or such Affiliateexpense, to perform all of the Seller’s right, title obligations under the foregoing items and interest constitute the Purchaser its attorney to act in and tothe name of the Seller with respect to those items, and GSRP agrees to assume, or cause OpCo to the Purchaser shall agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closingassume those obligations.

Assignment of Contracts. GSAM agrees The Sellers and Buyer shall use commercially reasonable efforts for a period of ninety (90) days following the Closing, and shall cooperate with each other, to assign obtain any required consent, waiver or approval of the other parties to any Assigned Contracts or any Claim or right or any benefit arising thereunder for the assignment thereof as Buyer may request (or cause in each case, at Buyer’s cost). Such consents, waivers and approvals shall be in a form reasonably acceptable to be assigned) Buyer and Arcadia. Notwithstanding anything to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth the contrary in this Agreement), no Party shall be required to pay any monies to obtain such consents. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any rights under the Assigned Contracts or any Claim or right or any benefit arising or resulting from the Assigned Contracts if an attempted assignment or transfer thereof, without the consent or authorization of a third party thereto, would constitute a breach or other contravention thereof or a violation of Law. If an attempted transfer or assignment thereof would be ineffective pursuant to the terms of the applicable Assigned Contract or a violation of Law or its designee (as assignee of the Sellers) thereto or thereunder so that such assignee would not in fact receive all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assumerights, the obligations of GSAM Sellers and Buyer (or such Affiliate’s obligations under, each of its designee) shall use commercially reasonable efforts to enter into any arrangement reasonably requested by the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter other (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form provided Buyer shall reimburse Sellers for all reasonable and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or documented out-of-pocket expenses incurred by Sellers arising from the actions taken by Sellers at Buyer’s request pursuant to this Section 1.10) under which (i) Buyer or its designee would, in compliance with Law, receive the rights and benefits and assume the obligations and bear the economic burdens associated with such Assigned Contracts, to and (ii) the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was Sellers would enforce for the benefit of Buyer or its designee any and all of its rights against a third party associated with such Assigned Contracts, and the GSRP Entities, from and Sellers would promptly pay to Buyer or its designee when received all monies received by the Sellers under any Assigned Contracts. The Sellers’ obligation under this Section 1.10 shall terminate ninety (90) days after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the ClosingDate.

Assignment of Contracts. GSAM agrees (1) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (i) any Contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claim as to which all of the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. (2) In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) of subsection (1) immediately above and all claims and demands on such contracts may be realized for the benefit of Purchaser, STOCK PURCHASE AGREEMENT DUCHOUQUETTE/PHYSICIAN GROUP 21 22 Seller, at the request and under the direction of Purchaser, shall take all such reasonable action and do or cause to be assigned) to GSRP done all such reasonable things as will, in the opinion of Purchaser, be necessary or OpCo without recourse, representation or warranty (except as expressly set forth proper in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, order that the obligations of GSAM or Seller under such Affiliate’s obligations under, each contracts may be performed in such manner that the value of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant such contract will be preserved and will inure to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP EntitiesPurchaser, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and to facilitate, the collection of the moneys due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim. (3) Seller shall promptly pay over to Purchaser all moneys collected by or paid to it in respect of every such contract, claim or demand. (4) Nothing in this section shall relieve Seller of the obligation to obtain any consents required for the transfer of the Assets and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior rights thereunder to the ClosingPurchaser, nor relieve Seller from any liability to Purchaser for failure to obtain such consents.

Assignment of Contracts. GSAM agrees (a) Seller will use its best efforts, and Purchaser will cooperate with Seller, to obtain all approvals, consents or waivers necessary to assign to Purchaser all of the Contracts (including Property Leases) or cause any claim, right or benefit arising thereunder or resulting therefrom as soon as possible; provided, however, that Purchaser shall not be obligated to be assignedpay any consideration to the party or entity from whom such approval, consent or waiver is requested. (b) to GSRP To the extent any of the foregoing approvals, consents or OpCo waivers in respect of any Contracts have not been obtained by Seller as of the Closing Date, and without recourse, representation or warranty (except as expressly set forth in limiting the rights of Purchaser under this Agreement), all of GSAM’s or such Affiliate’s right, title Seller covenants and agrees that the beneficial interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or any such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned ContractsContract shall, to the extent such Liabilities relate permitted by the relevant Contract and/or by applicable Law, pass to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfyingPurchaser, and shall protect, defend, indemnify Seller covenants and agrees: (i) that it will hold harmless GSAM from, and declare that it holds all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, Contracts in the case of any Assigned Contract that prior to the Closing was trust for the benefit of the GSRP EntitiesPurchaser, its successors and assigns, from and after the Closing GSRP shall protectDate; (ii) to use its best efforts to obtain and secure any and all consents and approvals that may be necessary to effect such assignment or assignments of the same; (iii) to make or complete such assignment or assignments as soon as reasonably possible; (iv) to cooperate with Purchaser in any other reasonable arrangement designed to enable Seller to fulfill any such Contract until an effective assignment thereof to Purchaser can be obtained, defendand the parties agree to cooperate and take all necessary actions, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contractincluding accountings between the parties, to assure that Purchaser shall receive all of such benefits, rights, obligations and duties under such Contracts; and (v) to enforce, at the extent GSRP is required request of Purchaser and at the expense and for the account of Purchaser, any rights, claims or benefits of Seller arising in respect of such Contract against any party or entity (including the right to elect to terminate any such right, claim or benefit in accordance with the terms thereof upon the written notice of Purchaser). The provisions of this Section 6.4(b) do so under not constitute a waiver of the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined conditions to Closing contained in the OpCo LLC Agreement) that were incurred prior to the ClosingSection 8.1 hereof.

Assignment of Contracts. GSAM agrees Following the Closing Date, the Sellers and the Purchaser shall (and the Purchaser shall cause the LLC to) use commercially reasonable efforts to assign cause (or cause i) the Non-Assigned Contracts to be assigned) assigned to GSRP the LLC or OpCo without recoursethe Purchaser, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and todesignated by the Purchaser, and GSRP agrees to assume(ii) Sellers' (or, or cause OpCo to agree to assumeif applicable, their Affiliates') liability under the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Non-Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, fully released other than any obligation thereunder required to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to be performed at or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was or any liability for any non-disclosed breach thereof at or prior to the benefit Closing (collectively, the "Retained Liabilities"). If the parties are unable to cause one or more of the GSRP EntitiesNon-Assigned Contracts to be assigned to the LLC or the Purchaser, from as designated by the Purchaser, the Sellers shall take and after cause the Closing GSRP Affiliates to take such action as may be necessary to convey and provide to the LLC and the Purchaser the benefits (including all economic and operational benefits) of such Non-Assigned Contracts as if the LLC and the Purchaser were parties thereto and the Sellers shall protecthold in trust and pay to the LLC or the Purchaser, defend, indemnify and hold harmless GSAM fromas designated by the Purchaser promptly upon receipt thereof, all income, proceeds and monies received by Sellers or any of their Affiliates in connection with any such Non-Assigned Contract. If (i) the parties are unable to cause (A) the Non-Assigned Contracts to be assigned to the LLC or the Purchaser, as designated by the Purchaser and (B) the full release of Sellers' (or, if applicable, their Affiliates') liability under the Non-Assigned Contracts other than the Retained Liabilities, related and (ii) the Sellers (or, if applicable, any of their Affiliates) are required to pay any amounts or arising from to perform any obligations under any of the Non-Assigned Contracts other than in respect of Retained Liabilities and the Purchaser is receiving the benefits of such Non-Assigned Contract, then the Purchaser and the LLC shall (Y) be liable and responsible to the extent GSRP is required to do so respective Seller (or, if applicable, one or more of its Affiliates) for such payment or performance (other than in respect of Retained Liabilities), and (Z) at its cost and expense make such payment or perform such obligations on behalf of such Seller (or, if applicable, any of its Affiliates) in satisfaction of such Seller's obligations under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined applicable Non-Assigned Contract other than in the OpCo LLC Agreement) that were incurred prior to the Closingrespect of Retained Liabilities.

Assignment of Contracts. GSAM agrees Subject to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts2.3, to the extent that ----------------------- the assignment of all or any portion of any Assumed Contract shall require the consent of the other party thereto, Seller shall use commercially reasonable efforts to procure the necessary consents for Purchaser to assume such Liabilities relate to or arise from the period Contracts prior to the Closing. GSRP , provided that no modification of any such Assumed Contract shall be responsible made without Purchaser's prior written consent. Seller shall bear all usual and ordinary transfer fees associated with obtaining such consents provided, however, that in the event such other party shall attempt to charge an extraordinary transfer fee (defined to require payment of more than $10,000.00) for paying such transfer, the parties shall consult each other concerning a resolution of such issue. If the consent of the other party or parties to any such Assumed Contract is not obtained in respect of any such Assumed Contract, Seller will, at Seller's expense, cooperate with Purchaser in making reasonable alternative arrangements requested by Purchaser to provide for Purchaser the benefits under any such Assumed Contract, relating to periods subsequent to Closing, including enforcement for the benefit of Purchaser of any and satisfying, all rights of Seller against the other party thereto with respect to such periods under such Assumed Contract and shall protect, defend, indemnify and hold harmless GSAM from, win promptly pay to Purchaser when received all Liabilities related monies received by Seller relating to or arising from the Assigned Contractssuch period under any such Assumed Contract. Notwithstanding any other provision of this Agreement, to the extent that such Liabilities relate arrangement cannot be made, Purchaser shall have no liability or obligation pursuant to Section 2.7 or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of otherwise under this Agreement with respect to any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Assumed Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

Assignment of Contracts. GSAM agrees Notwithstanding any other provision of this Agreement, nothing in this Agreement or any related document shall be construed as an attempt to assign (i) any contract which, as a matter of law or by its terms, is nonassignable without the consent of the other parties thereto unless such consent has been given, or (ii) any contract or claims as to which all of the remedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law or by its terms, pass to Purchaser as an incident of the transfers and assignments to be made under this Agreement. In order, however, that the full value of every contract and claim of the character described in clauses (i) and (ii) above and all claims and demands on such contracts may be realized for the benefit of Purchaser, Sellers, at the request and expense and under the direction of Purchaser, shall take all such action and do or cause to be assigned) to GSRP done all such things as will be reasonably necessary or OpCo without recourse, representation or warranty (except as expressly set forth proper in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, order that the obligations of GSAM or Sellers under such Affiliate’s obligations undercontracts may be performed in such manner that the value of such contract will be preserved and will inure to the benefit of Purchaser, each and for, and to facilitate, the collection of the Contracts set forth on Section 6.18 monies due and payable and to become due and payable thereunder to Purchaser in and under every such contract and claim incurred after the Closing. Sellers shall promptly pay over to Purchaser all monies collected by or paid to it in respect of the GSRP Disclosure Letter (collectively the “Assigned Contracts”)every such contract, pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, claim or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, demand to the extent such Liabilities relate to or arise from monies are earned by the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period Purchaser on or after the ClosingClosing Date. Notwithstanding the second preceding sentence, Nothing in the case this Section 15 shall relieve Sellers of their obligation to obtain any Assigned Contract that prior to the Closing was consents required for the benefit transfer of the GSRP EntitiesAssets and all rights thereunder to Purchaser, or shall relieve Sellers from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related any liability to or arising from Purchaser for failure to obtain such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closingconsents.

Assignment of Contracts. GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assumeAt the Closing, the obligations of GSAM or such Affiliate’s obligations underSellers will convey, each transfer and assign to the Buyer the rights of the Contracts set forth on Sellers under the contracts designated by the Buyer and listed in Section 6.18 1.2 of the GSRP Disclosure Letter Schedule or designated by the Buyer in writing at least 15 days prior to the Closing (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory subject to the Partiesfollowing terms and conditions: (a) Notwithstanding any other provision hereof, this Agreement shall not constitute nor require an assignment to the Buyer of any contract if an attempted assignment of such contract without the consent of any party would constitute a breach thereof or a violation of any Law or any Order, rule or regulation of any Governmental Authority or court unless and until such consent shall have been obtained. GSAM has made availableIn the case of any contract that cannot be effectively transferred to the Buyer without such consent, the Sellers agree that they will promptly use commercially reasonable efforts to obtain or caused cause to be made available, obtained the necessary consents to GSRP true the transfer of such contracts. The Buyer agrees to use commercially reasonable efforts to cooperate with the Sellers in obtaining such consents and correct copies to enter into such arrangement of assumption as may be reasonably requested by the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contractsother contracting party under such contract, to the extent not inconsistent with the terms of this Agreement; provided, however, that in no event shall the Buyer be required to pay any fees or other compensation in connection with obtaining such consents. (b) With respect to each of the Assigned Contracts that are assigned to the Buyer pursuant to Section 1.2(a), the Sellers shall be entitled to all revenues, and shall retain all Liabilities relate and obligations under such contracts resulting from events or occurrences or relating to or arise from the period periods ending prior to the Closing. GSRP Effective Time, and the Buyer shall be responsible for paying and satisfyingentitled to receive all revenues, and shall protect, defend, indemnify and hold harmless GSAM from, assume all Liabilities related and obligations under such contracts resulting from events or occurrences or relating to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period periods on or after the ClosingEffective Time. (c) To the extent that consent to assign any Assigned Contract for the use of a Vessel is not obtained prior to Closing (an “Unassigned Contract”), if a Vessel is performing work for a customer pursuant to the terms of such Unassigned Contract at the Effective Time (a) such Unassigned Contract shall be held by the Sellers in trust for the Buyer after the Effective Time, (b) all obligations thereunder shall be performed by the Buyer in the name of the Sellers, and (c) all benefits, liabilities and obligations derived thereunder shall be for the account of the Buyer. Once consent for the assignment of such Unassigned Contract is obtained, the Sellers shall assign such Unassigned Contract to the Buyer. The arrangement described in this Section 1.2(c) shall terminate on the earlier of the date on which (i) consent to the assignment of the Unassigned Contract is obtained, (ii) the Buyer consummates other arrangements with the party or parties under such Unassigned Contract providing for the Buyer’s provision of services to such party or parties and the complete release of the Sellers for the future provision of services to such party or parties or (iii) such Unassigned Contract terminates. Notwithstanding the second preceding sentenceforegoing, in the case of Sellers shall indemnify the Buyer from any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and Liabilities arising after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to Effective Time from any communications or arising from such Assigned Contract, to actions by the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) Sellers that were incurred prior not authorized by the Buyer with respect to the Closingany Unassigned Contract.

Assignment of Contracts. GSAM agrees The assignment of any Purchased Asset (including of any Assumed Contract, Asset Seller Real Property Lease, Personal Property Lease, or Governmental Permit to be assigned to Asset Purchaser pursuant to the provisions hereof, including any right, claim or benefit thereunder) shall not constitute a Contract to assign (the same to the extent that an attempted assignment without the Consent of the Other Party thereto or cause of any Governmental Entity, as the case may be, would constitute a breach thereof or give rise to any right of acceleration or termination thereunder or would violate any Law or U.S. Business Governmental Permit. Asset Seller shall use its commercially reasonable best efforts, as requested by the Purchaser Parties both before Closing and for a period of one hundred eighty days after Closing to procure Consents to any such assignment or to a novation thereof; provided, however, that Asset Seller's refusal to provide economic incentives to induce Consent to such assignment or novation other than may be required under any such agreement, and its failure to commence litigation to compel Consent to such assignment shall not be deemed to be assigned) a failure by Asset Seller to GSRP use commercially reasonable best efforts to secure such Consent. Until any such Consent is obtained or OpCo without recourseif any such Consent is not obtained, representation Asset Seller shall maintain the existence of such Purchased Asset, shall hold such Purchased Asset in trust for Asset Purchaser and shall cooperate with Asset Purchaser in any reasonable arrangement designed to provide Asset Purchaser all of the material benefits of any such Purchased Asset, including enforcement of any and all rights of Asset Seller against the other party thereto arising out of breach, cancellation or warranty (except as expressly termination thereof by such party or otherwise upon request of Asset Purchaser. Nothing in this Section 7.14, including any arrangement for Asset Purchaser to be provided with any of the benefits of such Purchased Asset, shall constitute a waiver of the Purchaser Parties' right to insist on the condition to Closing set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest Section 8.2 being satisfied in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the its entirety at Closing.

Assignment of Contracts. GSAM agrees (a) Anything in this Agreement to assign the contrary notwithstanding, this Agreement shall not constitute a sale, assignment, transfer or conveyance (a “Transfer”) or cause an agreement to Transfer any Customer Contract, Supplier Contract, Other Contract, Real Property Lease or Personal Property Lease or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the “Interests”) if an attempted Transfer thereof, without the Consent of a third party, would constitute a breach or other contravention thereof, be ineffective or in any way adversely affect any rights thereunder, unless and until such Interest can be effectively Transferred without such breach, contravention or adverse effect, at which time each such Interest shall be deemed to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement)so Transferred. Until such Transfer, all such Interest shall be held in trust by Seller for the sole benefit of GSAM’s or such Affiliate’s rightBuyer. (b) Seller shall, title prior to Closing, use reasonable commercial efforts to promptly obtain all necessary Consents to Transfer, free and interest in and toclear of all Liens, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP fromexcept Permitted Liens, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying Interests and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and Seller shall pay and discharge when due all Liabilities that constitute Company Expenses reasonable costs of obtaining any such Consent. (c) To the extent any Consents necessary to Transfer any Interest have not been obtained or are not in effect as defined of the Closing Time, Seller shall promptly notify Buyer of each such occurrence, and Seller and Buyer shall, during the remaining term of such Interest, use reasonable commercial efforts to (i) cooperate in any reasonable and lawful arrangements designed to provide the OpCo LLC Agreement) that were incurred prior benefits of such Interest to Buyer, in which case Buyer shall pay or satisfy the corresponding obligations for the enjoyment of such benefits to the Closingextent Buyer would have been responsible therefor if such Consent had been obtained and such Interest had been transferred to Buyer; and (ii) enforce, at the request of Buyer, any rights of Seller arising from such Interest against the issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof with the consent of Buyer). (d) Nothing in this Section 2.06 shall be deemed a waiver by Buyer of its right to receive at the Closing Time an effective Transfer of all of the Purchased Assets nor shall this Section 2.06 be deemed to constitute an agreement to exclude any asset, property or right from the Purchased Assets.

Assignment of Contracts. GSAM agrees If any contract to be assigned to Allscripts under this Agreement may not be assigned without Consent of the other party thereto, RxCentric shall use its best efforts (which shall include curing any undisputed breaches of RxCentric’s obligations under the Assumed Contracts) to obtain the consent of the other party to the assignment. If a Required Consent to the assignment of any Assumed Contract is not obtained and Allscripts, in its discretion, waives the requirement under this Agreement that such Required Consent be obtained as a condition to Closing and the requirement that such Assumed Contract be assigned to Allscripts at the Closing, RxCentric shall use its best efforts to keep such Assumed Contract in effect and to give Allscripts the benefit of such Assumed Contract to the same extent as if it had been assigned, and Allscripts shall perform RxCentric’s obligations under the Assumed Contract relating to the benefit obtained by Allscripts From and after the Closing, RxCentric will diligently pursue and provide reasonable assistance to Allscripts in connection with obtaining any Consent that was not obtained prior to Closing. Nothing in this Agreement shall be construed as an attempt to assign (any Assumed Contract that is by its terms nonassignable without the consent of the other party or cause as a waiver by Allscripts of any requirement under this Agreement that consent to the assignment of such Assumed Contract be assigned) obtained prior to GSRP Closing. The letter requesting consent to assignment with respect to the Assumed Contracts shall be substantially in the form set forth as Exhibit A hereto, except that, with respect to the Assumed Contracts to which Novartis or OpCo without recourseAventis is a party, representation or warranty (except as expressly RxCentric shall use substantially the form set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the ClosingExhibit B hereto.

Assignment of Contracts. GSAM agrees The assignment of any Purchased Asset (including of any Assumed Contract, Real Property Lease, Personal Property Lease, or Governmental Permit) to be assigned to any of the Purchasers pursuant to this Agreement shall not constitute a Contract to assign (or cause the same to be assigned) to GSRP or OpCo the extent that an attempted assignment without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each Consent of the Contracts set forth on Section 6.18 other party thereto or of any Governmental Entity, as the GSRP Disclosure Letter (collectively the “Assigned Contracts”)case may be, pursuant would constitute a breach thereof or give rise to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Partiesany right of termination, cancellation or acceleration thereunder or would violate any Law or Governmental Permit. GSAM has made availableThe Selling Parties shall use their commercially reasonable efforts, or caused to be made availableas requested by Silgan, to GSRP true and correct copies procure Consents to any such assignment; provided that the Selling Parties shall not be obligated to provide any incentives to induce Consent to such assignment or to commence litigation to compel Consent to such assignment. For a period of one (1) year following the Assigned Contacts. Except as provided belowClosing Date or until any such Consent is obtained, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contractswhichever is shorter, to the extent permitted by applicable Law, the Asset Sellers shall maintain the existence of such Liabilities relate to or arise from Purchased Asset, shall hold such Purchased Asset in trust for the period prior to the Closing. GSRP shall be responsible for paying and satisfying, respective Purchaser and shall protectcooperate with Silgan in any reasonable arrangement designed to provide such Purchaser all of the benefits of any such Purchased Asset, defendincluding enforcement of any and all rights of the Asset Sellers against the other party thereto arising out of the breach, cancellation or termination thereof by such party; provided that the respective Purchaser shall assume the liabilities of the Asset Sellers and indemnify and hold the Asset Sellers harmless GSAM from, from and against any and all Liabilities related to or arising from the Assigned Contracts, Losses in connection therewith (subject and without prejudice to the extent Selling Parties' indemnification obligations pursuant to Article X hereof) arising under such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentencePurchased Asset, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from Asset Sellers and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to other party or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closingparties thereto.

Assignment of Contracts. GSAM agrees The Purchaser shall cooperate with the Company in obtaining any third party consents that may be required to assign (transfer the Purchased Assets to the Purchaser, including the provision of such information of the Purchaser as may be reasonably requested by such third parties in the context of their review of requests for consent; provided that the Purchaser shall not be obligated to expend any sum or cause to be assigned) to GSRP advance any costs, or OpCo without recoursecommence any litigation or other legal proceedings, representation or warranty (except as expressly set forth in connection with such cooperation. Notwithstanding anything in this Agreement)Agreement to the contrary, all this Agreement shall not constitute an assignment of GSAM’s any Contract, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of the Purchaser thereunder. If such Affiliate’s right, title and interest in and to, and GSRP agrees to assumeconsent is not obtained, or cause OpCo to agree to assumeif an attempted assignment thereof would be ineffective or would affect the rights of the Company thereunder so that the Purchaser would not in fact receive all such rights, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation Company and its shareholders (the “Assigned Contracts DocumentationShareholders”) will cooperate with the Purchaser in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory any reasonable arrangement designed to provide for the Parties. GSAM has made availablePurchaser the benefits under such claims, contracts, licenses, franchises, leases, commitments, sales orders, sales contracts, supply contracts, service agreements, purchase orders, purchase commitments or caused to be made availablereceivables, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was including enforcement for the benefit of the GSRP Entities, from Purchaser of any and after all rights of the Closing GSRP shall protect, defend, indemnify Company against a third party thereto arising out of the breach or cancellation by such third party or otherwise. If and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required that such arrangement cannot be made, Purchaser shall have no obligation pursuant to do so under Section 1.4 or otherwise with respect to any such real property lease, personal property lease, Contract or License. The provisions of this Section 1.3 shall not affect the Management Agreement. Without limiting right of Purchaser not to consummate the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined transactions contemplated by this Agreement if the condition to its obligations hereunder contained in the OpCo LLC AgreementSection 3.6(b) that were incurred prior to the Closinghas not been fulfilled.

Assignment of Contracts. GSAM agrees Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to Purchasers, any Assigned Contract which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto without first obtaining such approval or consent (collectively, the "Nonassignable Rights"). In connection with the Nonassignable Rights, and, in particular, should any consent or approval not be available on the Closing Date, each member of the Seller Group shall: (i) Apply for and use all reasonable efforts to obtain all consents or approvals contemplated by the Assigned Contracts, in a form satisfactory to Purchasers acting reasonably; (ii) Cooperate with Purchasers in any reasonable and lawful arrangement designed to provide the benefits of the Nonassignable Rights to Purchasers, including without limitation, holding any of the Nonassignable Rights in trust for Purchasers or acting as agent for Purchasers; (iii) Take all reasonable steps to enforce any rights of Seller arising under the Nonassignable Rights against the issuer thereof or the other party or parties thereto; and (iv) Take all such actions and do, or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement)done, all such things at the written request of GSAM’s or such Affiliate’s rightPurchasers, title as shall be reasonably necessary and interest proper in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, order that the obligations of GSAM or such Affiliate’s obligations under, each value of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to Nonassignable Rights shall be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, preserved and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related inure to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of Purchasers; and (v) Pay over to the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM fromPurchaser, all Liabilities, related to monies collected by or arising from such Assigned Contract, paid to the extent GSRP is required to do so under Seller Group in respect of the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the ClosingNonassignable Rights.

Assignment of Contracts. GSAM agrees (a) At or prior to assign the Closing Date, the Seller shall, at its sole cost and expense, (i) (unless waived or cause modified by the FTC with respect to be assignedany Acquired Contract or Lease) obtain the Required Consents, which are listed on Schedule 1.03(a)(i) hereto, and (ii) use its commercially reasonable efforts to GSRP obtain all necessary consents, approvals and authorizations to the assignment or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), transfer to the Purchaser of all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Acquired Contracts set forth on Section 6.18 of the GSRP Disclosure Letter that are not Required Consents (collectively the “Assigned ContractsNon-Required Consents”), pursuant which are listed on Schedule 1.03(a)(ii) hereto. The Purchaser shall reasonably cooperate with the Seller in obtaining the Required Consents and Non-Required Consents (it being understood that the Purchaser shall not be required to documentation spend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party in connection with cooperating to obtain the “Assigned Contracts Documentation”) Required Consents and the Non-Required Consents). To the extent that any Required Consent is not obtained by the Seller at or prior to the Closing (in form and substance compliance with a waiver or modification by the FTC consistent with Section 1.03(a)(i)), the Seller shall, at its sole cost and expense, obtain (and shall be responsible for the payment of any necessary costs and expenses which may be necessary to satisfy this Section 6.18 and otherwise covenant) each such Required Consent as soon as practicable after the Closing Date, but in form and substance satisfactory to any event, not later than the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies first anniversary of the Assigned ContactsClosing Date. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to To the extent such Liabilities relate to that any Non-Required Consent is not obtained by the Seller at or arise from the period prior to the Closing. GSRP , the Seller shall use its commercially reasonable efforts to obtain each such Non-Required Consent following the Closing, it being understood that neither the Seller nor any of its Affiliates shall be responsible for paying required to expend money, commence any litigation or offer or grant any accommodation (contractual, financial or otherwise) to any third party to obtain any such Non-Required Consent. The Seller and satisfyingits Affiliates shall not be permitted to amend or modify any material terms of any Acquired Contract in order to obtain a Required Consent or Non-Required Consent without the prior written consent of the Purchaser (not to be unreasonably withheld or delayed). Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall not constitute an agreement to assign any Contract, Lease, Permit, or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any other Person, would constitute a breach thereof, or be in violation of any applicable Law, rule or regulation unless and until such consent has been obtained. If any Required Consents or Non-Required Consents are not obtained prior to Closing, or if an attempted assignment thereof would result in a breach or violation of, or default under, the terms of the related Acquired Contract, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the Purchaser so that the Purchaser would not in fact receive all such rights following the Closing, the parties shall cooperate to implement a mutually agreeable arrangement under which the Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Contract in accordance with this Agreement, including through an arrangement under which the Seller would subcontract its rights and obligations in respect of such Acquired Contract to the Purchaser, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from under which the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was Seller would enforce for the benefit of the GSRP Entities, from Purchaser any and after all of the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from rights of the Seller against a third party associated with such Assigned Acquired Contract, to and the extent GSRP is required to do so under Seller would promptly pay the Management Agreement. Without limiting Purchaser all monies received by the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined Seller in the OpCo LLC Agreement) that were incurred prior to the Closingrespect of any such Acquired Contract.

Assignment of Contracts. GSAM agrees (a) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreements, this Agreement shall not constitute an agreement to assign (or cause any contract which is to be assigned) to GSRP an Purchased Asset or OpCo any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without recoursethe consent of a party thereto other than Seller, representation would constitute a breach or warranty (except as expressly set forth other contravention thereof or in this Agreement), all any way adversely affect the rights of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assumePurchaser, or cause OpCo its designees, thereunder (a "Non-Assignable Contract"). Seller shall use prior to agree the Closing all commercially reasonable efforts to assume, obtain the obligations of GSAM or such Affiliate’s obligations under, each consent of the Contracts set forth on Section 6.18 of other Persons for the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant assignment thereof to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the PartiesPurchaser or its designees. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent If such Liabilities relate to or arise from the period consent is not obtained prior to the Closing. GSRP , or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Purchaser would not receive substantially all such rights, (x) Seller shall be responsible continue to use all commercially reasonable efforts to obtain the consent of the other Persons for paying and satisfyingthe assignment thereof to Purchaser or its designees, and (y) Seller and Purchaser shall protectcooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with Agreement, defendincluding subcontracting, indemnify and hold harmless GSAM fromsub-licensing or sub-leasing to Purchaser, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller's obligations, any and all rights of Seller against a third party thereto. Seller shall promptly pay to Purchaser when received all monies received by Seller in respect of such Non-Assignable Contracts or any benefit arising thereunder, except to the GSRP Entitiesextent the same represents and Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, any such Non-Assignable Contract shall be deemed a Purchased Asset, provided that Purchaser shall not be responsible for any liabilities (i) arising out of a claim of breach of such Non-Assignable Contract due to the establishment of the alternative arrangements, or (ii) arising out of such Non-Assignable Contract as a result of Seller's action without Purchaser's approval in a manner inconsistent with the alternative arrangements. (b) In furtherance, and not in limitation of the foregoing subsection (a), in the event that Seller is unable to obtain any required consent to the transfer at Closing to Purchaser of any Non-Assignable Contract and Seller and Purchaser have failed to agree on alternate arrangements to an assignment reasonably satisfactory to Purchaser, then (i) Seller shall remain a party to and shall continue to be bound by such Non-Assignable Contract, (ii) Purchaser shall pay, perform and discharge fully all of the obligations of Seller thereunder from and after the Closing GSRP Date, upon the terms and subject to the conditions of such Non-Assignable Contract, (iii) Seller shall, without further consideration received in respect of such Non-Assignable Contract on and after the Closing Date, and (vi) Seller shall, without further consideration therefor, exercise and exploit its rights and options under such Non-Assignable Contract in the manner and only to the extent directed by Purchaser. If and when any consent shall protectbe obtained following the Closing Date with respect to the transfer by Seller to Purchaser of any such Non-Assignable Contract or such Non-Assignable Contract shall otherwise become assignable following the Closing Date, defendSeller shall promptly assign all of its rights and obligations thereunder to Purchaser, indemnify without further consideration therefor, and hold harmless GSAM fromPurchaser shall, all Liabilitieswithout further consideration therefor, related to or arising from assume such Assigned Contractrights and obligations, to the fullest extent GSRP is required permitted. The existence of the provisions of this Section 4.11 shall not reduce or otherwise adversely affect any Party's ability to do so enforce any of its rights under the Management this Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

Assignment of Contracts. GSAM agrees (a) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreements, this Agreement shall not constitute an agreement to assign (or cause any contract which is to be assigned) to GSRP an Purchased Asset or OpCo any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without recoursethe consent of a party thereto other than the Seller, representation would constitute a breach or warranty (except as expressly set forth other contravention thereof or in this Agreement), all any way adversely affect the rights of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assumePurchaser, or cause OpCo its designees, thereunder (a "Non-Assignable Contract"). Seller shall use prior to agree the Closing all commercially reasonable efforts to assume, obtain the obligations of GSAM or such Affiliate’s obligations under, each consent of the Contracts set forth on Section 6.18 of other Persons for the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant assignment thereof to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the PartiesPurchaser or its designees. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent If such Liabilities relate to or arise from the period consent is not obtained prior to the Closing. GSRP , or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that Purchaser would not receive substantially all such rights, (x) Seller shall be responsible continue to use all commercially reasonable efforts to obtain the consent of the other Persons for paying and satisfyingthe assignment thereof to Purchaser or its designees, and (y) Seller and Purchaser shall protectcooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with Agreement, defendincluding subcontracting, indemnify and hold harmless GSAM fromsub-licensing or sub-leasing to Purchaser, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller's obligations, any and all rights of Seller against a third party thereto. Seller shall promptly pay to Purchaser when received all monies received by Seller in respect of such Non-Assignable Contracts or any benefit arising thereunder, except to the GSRP Entitiesextent the same represents and Excluded Asset. To the extent the benefits therefrom and obligations thereunder have been provided by alternative arrangements as provided above, any such Non-Assignable Contract shall be deemed a Purchased Asset, provided that Purchaser shall not be responsible for any liabilities (i) arising out of a claim of breach of such Non-Assignable Contract due to the establishment of the alternative arrangements, or (ii) arising out of such Non-Assignable Contract as a result of Seller's action without Purchaser's approval in a manner inconsistent with the alternative arrangements. (b) In furtherance, and not in limitation of the foregoing subsection (a), in the event that Seller is unable to obtain any required consent to the transfer at Closing to the Purchaser of any Non-Assignable Contract and Seller and Purchaser have failed to agree on alternate arrangements to an assignment reasonably satisfactory to Purchaser, then (i) Seller shall remain a party to and shall continue to be bound by such Non-Assignable Contract, (ii) Purchaser shall pay, perform and discharge fully all of the obligations of Seller thereunder from and after the Closing GSRP Date, upon the terms and subject to the conditions of such Non-Assignable Contract, (iii) Seller shall, without further consideration received in respect of such Non-Assignable Contract on and after the Closing Date, and (vi) Seller shall, without further consideration therefor, exercise and exploit its rights and options under such Non-Assignable Contract in the manner and only to the extent directed by Purchaser. If and when any consent shall protectbe obtained following the Closing Date with respect to the transfer by Seller to Purchaser of any such Non-Assignable Contract or such Non-Assignable Contract shall otherwise become assignable following the Closing Date, defendSeller shall promptly assign all of its rights and obligations thereunder to Purchaser, indemnify without further consideration therefor, and hold harmless GSAM fromPurchaser shall, all Liabilitieswithout further consideration therefor, related to or arising from assume such Assigned Contractrights and obligations, to the fullest extent GSRP is required permitted. The existence of the provisions of this Section 4.10 shall not reduce or otherwise adversely affect any Party's ability to do so enforce any of its rights under the Management this Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

Assignment of Contracts. GSAM agrees Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser, any Transferred Contract, any Real Property Leases or Governmental Authorization which, as a matter of law or by its terms, is (i) not assignable, or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (collectively “Non-Assignable Rights”). In connection with such Non-Assignable Rights, and without prejudice to the rights of the Purchaser under Section 7.6, the Vendor shall: (a) co-operate with Purchaser and use all reasonable efforts to obtain all consents or approvals contemplated by the Transferred Contracts or Governmental Authorizations, in a form satisfactory to each of the Purchaser and the Vendor acting reasonably; provided that such consent or approval need not release the Vendor from liability under the relevant Transferred Contract or Governmental Authorization and nothing herein shall require the Vendor to make any payment to any other party in order to obtain such consent or approval other than those payments required under the terms and conditions of the Transferred Contracts, Real Property Leases and Governmental Authorizations; (b) co-operate with the Purchaser in any reasonable and lawful arrangements designed to provide the benefits of such Non-Assignable Rights to the Purchaser, including holding any such Non-Assignable Rights in trust for the Purchaser or acting as agent for the Purchaser. Effective upon Closing, the Vendor hereby irrevocably appoints any officer of the Purchaser as its attorney-in-fact with power to take all steps and sign all documents or instruments and act in the name and stead of the Vendor with respect to such Non-Assignable Rights, provided that the Purchaser shall not commit the Vendor to incur any cost, expense or liability in addition to its existing obligations under the existing terms and conditions of the Transferred Contracts, Real Property Leases and Governmental Authorizations as a result thereof. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the insolvency or bankruptcy of the Vendor and the Vendor hereby ratifies and confirms and shall ratify and confirm all that may be done by virtue of such appointment and power; (c) enforce any rights of the Vendor arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto, provided that nothing herein shall require the Vendor to make any payments to third parties other than those payments required to obtain a consent or approval for the assignment to the Purchaser of the Transferred Contracts, Real Property Leases and Governmental Authorizations in accordance with their terms and conditions; (d) take all such actions and do, or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement)done, all such things at the request of GSAM’s or such Affiliate’s right, title the Purchaser as shall reasonably be necessary and interest proper in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, order that the Purchaser may perform the obligations of GSAM the Vendor under such Transferred Contract or such Affiliate’s obligations under, each Governmental Authorization and to ensure that the value of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to any Non-Assignable Rights shall be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, preserved and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related enure to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP EntitiesPurchaser, provided that nothing herein shall require the Vendor to make any payments to third parties other than those payments required to obtain a consent or approval for the assignment to the Purchaser of the Transferred Contracts, Real Property Leases and Governmental Authorizations in accordance with their terms and conditions; and (e) pay over to the Purchaser, all monies collected by or paid to the Vendor in respect of such Non-Assignable Rights to the extent same relate to any period from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related Effective Date. If the Vendor is unable to or arising from such Assigned Contract, lawfully provide the benefit of any Governmental Authorization to the extent GSRP is required Purchaser, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closingany other party.

Assignment of Contracts. GSAM agrees Nothing in this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser, any Assumed Contract or Governmental Authorization which, as a matter of law or by its terms, is (i) not assignable, 30 -25- or (ii) not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (collectively "Non-Assignable Rights"). In connection with such Non-Assignable Rights, the Vendor shall, at the request of the Purchaser: (a) apply for and use all reasonable efforts to obtain all consents or approvals contemplated by the Assumed Contracts and Governmental Authorizations, in a form satisfactory to the Purchaser acting reasonably, provided that nothing herein shall require the Vendor to make any payment to any other party to any of the Assumed Contracts; (b) co-operate with the Purchaser in any reasonable and lawful arrangements designed to provide the benefits of such Non-Assignable Rights to the Purchaser, including holding any such Non-Assignable Rights in trust for the Purchaser or acting as agent for the Purchaser; (c) enforce any rights of the Vendor arising from such Non-Assignable Rights against the issuer thereof or the other party or parties thereto; (d) take all such actions and do, or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement)done, all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, things at the obligations of GSAM or such Affiliate’s obligations under, each request of the Contracts set forth on Section 6.18 Purchaser as shall reasonably be necessary and proper in order that the value of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to any Non-Assignable Rights shall be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, preserved and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related enure to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP EntitiesPurchaser; and (e) pay over to the Purchaser, from all monies collected by or paid to the Vendor in respect of such Non-Assignable Rights. The Parties shall co-operate in any reasonable and after lawful arrangements designed to enable the Closing GSRP Purchaser to perform and satisfy the obligations of the Vendor under such Non-Assignable Rights and the Purchaser shall protect, defend, perform and satisfy such obligations consistent with such arrangements with the Vendor. The Purchaser shall indemnify and hold save the Vendor harmless GSAM from, all Liabilities, related to from any Claims in respect of any Non-Assignable Rights in connection with or arising from such Assigned Contract, as a result of any action of the Vendor taken pursuant to the extent GSRP foregoing. If the Vendor is required unable to do so under lawfully provide the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior benefit of any Governmental Authorization to the ClosingPurchaser, it shall not, at any time, use such Governmental Authorization for its own purposes or assign or provide the benefit of such Governmental Authorization to any other Person.

Assignment of Contracts. GSAM agrees (a) To the extent that third party consents relating to assign any contract or agreement relating to the US Business or UK Business have not been obtained by Sellers as of the Closing (or cause the "Non-Assigned Contracts"), Sellers shall, during the remaining term of such Non-Assigned Contracts, use all commercially reasonable efforts to be assigned(i) to GSRP obtain the consents of the applicable third party, (ii) make the benefit of such Non-Assigned Contracts available to Purchaser and (iii) enforce, at the request and expense of Purchaser and for the account of Purchaser, any rights of Sellers arising from such Non-Assigned Contracts against the other party or OpCo without recourseparties thereto (including the right to elect or terminate any such Non-Assigned Contracts in accordance with the terms thereof). With respect to any such Non-Assigned Contracts as to which the necessary 52 58 approval or consent for the assignment or transfer to Purchaser is obtained following the Closing, representation Seller shall transfer such Non-Assigned Contracts to Purchaser by execution and delivery of an instrument of conveyance, in a form reasonably acceptable to Purchaser, within three (3) business days following receipt of such approval or warranty consent. (except b) Holdings shall, at its option and at its sole expense, as expressly soon as practicable following the date hereof, either (i) cause Argexxxxxxx xx assign to Argexxxxxxx Xxxurity the licenses for the Lawsxx xxx Oracle software used in connection with the US Business and to obtain the consent of the licensors to such assignments or (ii) obtain for Argexxxxxxx Xxxurity licenses to such software that are substantially equivalent and upon substantially equivalent terms and conditions to the licenses held by Argexxxxxxx xx the date hereof. Purchaser agrees that performance by Holdings of the covenant set forth in this Agreement), all of GSAM’s Section shall not be a condition to Purchaser's or such Affiliate’s right, title and interest in and to, and GSRP Securicor Georgia's obligations to effect the US Closing or the UK Closing. Holdings agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts that its covenant set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to survive the Closing.

Assignment of Contracts. GSAM agrees 3.1 Except as otherwise provided herein, Purchaser acknowledges that Seller has disclosed to assign it that the Property is subject only to the contracts and agreements described on Exhibit D attached hereto and made a part hereof (as amended, modified, renewed or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except extended as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assumethe Effective Date, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Existing Contracts”), and that except as expressly provided in this Agreement or otherwise filed of record against the Land, there are no other contracts or agreements affecting the Property. 3.2 At Closing, Seller shall assign to Purchaser and Purchaser shall assume all Existing Contracts, together with all Approved Contract Amendments and the Approved New Contracts (as such terms are hereinafter defined) approved (or deemed approved) by Purchaser in accordance with the provisions of Section 17.2 of this Agreement (the Existing Contracts, the Approved Contract Amendments and the Approved New Contracts are referred to herein as the “Contracts”). 3.3 Except as otherwise provided for herein, if any Contract is not assignable by its terms, Seller shall use commercially reasonable efforts to obtain the consent of the other party to such Contract to the assignment thereof (and, in the event such consent is obtained, such Contract shall be assigned to, and assumed by, Purchaser at the Closing). If any such consent is not obtained by the Closing Date, then (a) the transaction shall nevertheless proceed to Closing and Seller shall terminate such Contract at Closing at no cost or expense to Purchaser and with no continuing obligations and/or liability to Purchaser, (b) Seller shall remain solely liable for any and all costs in connection with the termination of any such Contracts (including, without limitation, any break-up fees, termination fees and/or damages as the result thereof). Purchaser agrees that the failure to obtain any such consent to assignment of a Contract shall not constitute a default by Seller hereunder, constitute a failure of condition precedent in favor of Purchaser or grant Purchaser any right or remedy. Notwithstanding the foregoing, both Seller and Purchaser acknowledge and agree that (i) the Management Agreement (hereinafter defined) will be terminated pursuant to documentation Section 3.4 hereof; and (ii) the Hotel Membership Agreement dated November 1st, 2012 (the “Assigned Contracts DocumentationLHW Agreement”) by and between Seller and Hotel Representative AG (“LHW”), which provides Seller with rights as a member in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies The Leading Hotels of the Assigned Contacts. Except World, is not assignable without consent and will be handled pursuant to Section 3.5 hereof. 3.4 It is specifically agreed and understood that that certain Management Agreement dated April 12, 2007 (as provided belowamended, GSAM shall remain responsible for paying the “Management Agreement”) by and satisfyingbetween Seller and Amerimar 1808 West End Management Co., and shall protectInc., defenda Delaware corporation (the “Hotel Manager”), indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case terminated as of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from Date and after the Closing GSRP shall protect, defend, indemnify at no cost or expense to Purchaser and hold harmless GSAM from, all Liabilities, related with no continuing obligations and/or liability to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the ClosingPurchaser.