Common use of Special Provisions Concerning Assigned Agreements Clause in Contracts

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms. (b) The Debtor will faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor under the Assigned Agreements. (c) At the request of the Secured Party Representative, and at the sole cost and expense of the Debtor, the Debtor will enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in default under the terms thereof. (e) The Debtor will not terminate or permit the termination of any Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party Representative, the Debtor will not, other than in the ordinary course of business, waive or in any manner release or discharge any party to any Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if the Secured Party Representative so requests after the occurrence of an Event of Default and unless and until it is cured, the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative by this Agreement for and on behalf of the Secured Party Representative and turn them promptly over to the Secured Party Representative forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note in accordance with the terms of the Note and, to the extent not provided therein, in such order as the Secured Party Representative shall determine. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's notice by the Secured Party Representative, the Secured Party Representative may (but without obligation on the Secured Party Representative's part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative may deem reasonably necessary to protect the security interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests provided hereby and the Debtor, and the Secured Party Representative may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party Representative, the Debtor will send to the Secured Party Representative copies of all notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms. (b) The Debtor will use its best efforts to faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor under the Assigned Agreements. (c) At the request of the Secured Party RepresentativeNote Holders, and at the sole cost and expense of the Debtor, the Debtor will enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in default under the terms thereof. (e) The Debtor will not terminate or permit the termination of any Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party RepresentativeNote Holders, the Debtor will not, other than in the ordinary course of business, waive or in any manner release or discharge any party to any Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if the Secured Party Representative If a Note Holder so requests after the occurrence of an Event of Default and unless and until it is curedDefault, the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative Note Holder by this Agreement for and on behalf of the Secured Party Representative such Note Holder and turn them promptly over to the Secured Party Representative such Note Holder forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note Notes in accordance with the terms of the Note Notes and, to the extent not provided therein, in such order as the Secured Party Representative such Note Holder shall determine. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's days' notice by the Secured Party RepresentativeNote Holders, the Secured Party Representative Note Holders may (but without obligation on the Secured Party Representative's Note Holders' part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative Note Holders may deem reasonably necessary to protect the security interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests provided hereby and the Debtor, and the Secured Party Representative Note Holders may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party RepresentativeNote Holders, the Debtor will send to the Secured Party Representative Note Holders copies of all notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and other similar laws affecting the enforcement of creditors' rights and remedies generally. (b) The Debtor will faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed or discharged by the Debtor under the Assigned Agreements, except for any such nonperformance resulting from a default by any other party thereto. (c) At the request of the Secured Party RepresentativeParty, and at the sole cost and expense of the Debtor, the Debtor will use its reasonable best efforts to enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the material Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the material Assigned Agreements in any material respect likely to have a Material Adverse Effect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in default under the terms thereof, except for any such action or failure to act resulting from a default by any other party thereto. (e) The Debtor will not terminate or permit the termination of any material Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party RepresentativeParty, the Debtor will not, other than in the ordinary course of business, waive or in any manner release or discharge any party to any material Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if the Secured Party Representative so requests after After the occurrence and during the continuance of an Event of Default prior to the Maturity Date (as such term is defined in the Notes) and unless and until it is curedacceleration of the Notes pursuant to the terms of the Notes ("Acceleration"), subject to the terms of the Senior Indebtedness, Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative by this Agreement for and on behalf of the Secured Party Representative and turn them promptly over to the Secured Party Representative forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note Notes in accordance with the terms of the Note Notes and, to the extent not provided therein, in such order as the Secured Party Representative shall determine. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's 30 days' notice by the Secured Party RepresentativeParty, the Secured Party Representative may (but without obligation on the Secured Party RepresentativeParty's part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative may deem reasonably necessary to protect the security interests Security Interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests Security Interests provided hereby and the Debtor, and the Secured Party Representative may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party RepresentativeParty, the Debtor will send to the Secured Party Representative copies of all material notices, documents and other papers furnished or received by it with respect to any of the material Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor Obligor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor Obligor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms. (b) The Debtor Obligor will use its best efforts to faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor Obligor under the Assigned Agreements. (c) At the request of the Secured Party Representative, and at the sole cost and expense of the Debtor, the Debtor will enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor Obligor will not modify, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor Obligor is in default under the terms thereof. (ed) The Debtor will not terminate or permit the termination of any Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party Representative, the Debtor will not, other than in the ordinary course of business, waive or in any manner release or discharge any party to any Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if the Secured Party Representative so requests after the occurrence of an Event of Default and unless and until it is cured, the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative by this Agreement for and on behalf of the Secured Party Representative and turn them promptly over to the Secured Party Representative forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note in accordance with the terms of the Note and, to the extent not provided therein, in such order as the Secured Party Representative shall determine. (h) The Debtor Obligor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor Obligor and any assignee thereunder. (ie) Should the Debtor Obligor fail to make any payment or to do any act as herein provided after 15 day's ’s notice by the Secured Party RepresentativeParty, the Secured Party Representative may (but without obligation on the Secured Party Representative's Party’s part to do so and without notice to or demand on the Debtor Obligor and without releasing the Debtor Obligor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative may deem reasonably necessary to protect the security interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests provided hereby and the DebtorObligor, and the Secured Party Representative may also perform and discharge each and every obligation, covenant and agreement of the Debtor Obligor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' ’ fees. (jf) Upon the request of the Secured Party RepresentativeParty, the Debtor Obligor will send to the Secured Party Representative copies of all notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective termsterms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. (b) The Debtor will faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor under the Assigned Agreements. (c) At the request of the Secured Party RepresentativeParty, and at the sole cost and expense of the Debtor, the Debtor will enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Material Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the Material Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in default under the terms thereof. (e) The Debtor will not terminate or permit the termination of any Material Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party RepresentativeParty, the Debtor will not, other than in the ordinary course of business, not waive or in any manner release or discharge any party to any Material Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights If a Default or Event of the holder of the Secured Indebtedness, if Default exists and the Secured Party Representative so requests after the occurrence of an Event of Default and unless and until it is curedrequests, the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative by this Agreement for and on behalf of the Secured Party Representative and and, in accordance with the Loan Agreement, turn them promptly over to the Secured Party Representative forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note in accordance with the terms and conditions of this Agreement and the Note and, to the extent not provided therein, in such order as the Secured Party Representative shall determineLoan Agreement. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's notice by the Secured Party Representativeprovided, the Secured Party Representative may (but without obligation on the Secured Party RepresentativeParty's part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative may deem reasonably necessary to protect the security interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests provided hereby and the Debtor, and the Secured Party Representative may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party RepresentativeParty, the Debtor will send to the Secured Party Representative copies of all notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms. (b) The Debtor will faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor under the Assigned Agreements. (c) At the request of the Secured Party RepresentativeParties, and at the sole cost and expense of the Debtor, the Debtor will enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in default under the terms thereof. (e) The Debtor will not terminate or permit the termination of any Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party RepresentativeParties, the Debtor will not, other than in the ordinary course of business, waive or in any manner release or discharge any party to any Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if the Secured Party Representative Parties so requests after the occurrence of an Event of Default and unless and until it is cured, the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative Parties by this Agreement for and on behalf of the Secured Party Representative Parties and turn them promptly over to the Secured Party Representative Parties forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note in accordance with the terms of the Note and, to the extent not provided therein, in such order as the Secured Party Representative Parties shall determine. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's notice by the Secured Party RepresentativeParties, the Secured Party Representative Parties may (but without obligation on the Secured Party Representative's Parties' part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative Parties may deem reasonably necessary to protect the security interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests provided hereby and the Debtor, and the Secured Party Representative Parties may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party RepresentativeParties, the Debtor will send to the Secured Party Representative Parties copies of all notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms. (b) The Debtor will faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor under the Assigned Agreements. (c) At the request of the Secured Party RepresentativeParty, and at the sole cost and expense of the Debtor, the Debtor will enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in default under the terms thereof. (e) The Debtor will not terminate or permit the termination of any Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party RepresentativeParty, the Debtor will not, other than in the ordinary course of business, not waive or in any manner release or discharge any party to any Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time times and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if If the Secured Party Representative so requests after the occurrence of an Event of Default and unless and until it is curedrequests, the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative by this General Security Agreement for and on behalf of the Secured Party Representative and turn them promptly over to the Secured Party Representative forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note in accordance with the terms and conditions of this General Security Agreement and the Note and, to the extent not provided therein, in such order as the Secured Party Representative shall determineLoan Agreement. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's notice by the Secured Party Representativeprovided, the Secured Party Representative may (but without obligation on the Secured Party RepresentativeParty's part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative may deem reasonably necessary to protect the security interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests provided hereby and the Debtor, and the Secured Party Representative may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party RepresentativeParty, the Debtor will send to the Secured Party Representative copies of all notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms. (b) The Debtor will faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor under the Assigned Agreements. (c) At the request of the Secured Party RepresentativeParty, and at the sole cost and expense of the Debtor, the Debtor will enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in default under the terms thereof. (e) The Debtor will not terminate or permit the termination of any Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party RepresentativeParty, the Debtor will not, other than in the ordinary course of business, not waive or in any manner release or discharge any party to any Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if If the Secured Party Representative so requests after the occurrence of an Event of Default and unless and until it is curedDefault, the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative by this Agreement for and on behalf of the Secured Party Representative and turn them promptly over to the Secured Party Representative forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note Notes in accordance with the terms of the Note Notes and, to the extent not provided therein, in such order as the Secured Party Representative shall determine. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's notice by the Secured Party Representativeprovided, the Secured Party Representative may (but without obligation on the Secured Party RepresentativeParty's part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative may deem reasonably necessary to protect the security interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests provided hereby and the Debtor, and the Secured Party Representative may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party RepresentativeParty, the Debtor will send to the Secured Party Representative copies of all notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and other similar laws affecting the enforcement of creditors' rights and remedies generally. (b) The Debtor will faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed or discharged by the Debtor under the Assigned Agreements, except for any such nonperformance resulting from a default by any other party thereto. (c) At the request of the Secured Party RepresentativeParty, and at the sole cost and expense of the Debtor, the Debtor will use its reasonable best efforts to enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the material Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the material Assigned Agreements in any material respect likely to have a Material Adverse Effect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in default under the terms thereof, except for any such action or failure to act resulting from a default by any other party thereto. (e) The Debtor will not terminate or permit the termination of any material Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party RepresentativeParty, the Debtor will not, other than in the ordinary course of business, waive or in any manner release or discharge any party to any material Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if the Secured Party Representative so requests after After the occurrence and during the continuance of an Event of Default prior to the Maturity Date (as such term is defined in the Senior Notes) and unless and until it is curedacceleration of the Senior Notes pursuant to the terms of the Senior Notes ("Acceleration"), subject to the terms of the Senior Indebtedness, Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative by this Agreement for and on behalf of the Secured Party Representative and turn them promptly over to the Secured Party Representative forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note Senior Notes in accordance with the terms of the Note Senior Notes and, to the extent not provided therein, in such order as the Secured Party Representative shall determine. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's 30 days' notice by the Secured Party RepresentativeParty, the Secured Party Representative may (but without obligation on the Secured Party RepresentativeParty's part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative may deem reasonably necessary to protect the security interests Security Interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests Security Interests provided hereby and the Debtor, and the Secured Party Representative may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party RepresentativeParty, the Debtor will send to the Secured Party Representative copies of all material notices, documents and other papers furnished or received by it with respect to any of the material Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms. (b) The Debtor will faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor under the Assigned Agreements. (c) At the request of the Secured Party RepresentativeParties, and at the sole cost and expense of the Debtor, the Debtor will enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in default under the terms thereof. (e) The Debtor will not terminate or permit the termination of any Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party RepresentativeParties, the Debtor will not, other than in the ordinary course of business, waive or in any manner release or discharge any party to any Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if the Secured Party Representative Parties so requests request after the occurrence of an Event of Default and unless and until it is cured, the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative Parties by this Agreement for and on behalf of the Secured Party Representative Parties and turn them promptly over to the Secured Party Representative Parties forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note in accordance with the terms of the Note and, to the extent not provided therein, in such order as the Secured Party Representative Parties shall determine. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's notice by the Secured Party RepresentativeParties, the Secured Party Representative Parties may (but without obligation on the Secured Party RepresentativeParties's part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative Parties may deem reasonably necessary to protect the security interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests provided hereby and the Debtor, and the Secured Party Representative Parties may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party RepresentativeParties, the Debtor will send to the Secured Party Representative Parties copies of all notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor or one of its Subsidiaries and, to the best of its the Debtor's knowledge, the other parties thereto, enforceable in accordance with their respective terms. (b) The Debtor or its Subsidiaries will faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor or its Subsidiaries under the Assigned Agreements. (c) At the request of the Secured Party Representative, and at the sole cost and expense of the Debtor, the Debtor will enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not, and will not modifypermit any Subsidiary to, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor or such Subsidiary is in default under the terms thereof. (ed) The Debtor will not, and will not permit any Subsidiary to, terminate or permit the termination of any Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business or as it deems necessary or desirable in the normal course of its business. (fe) Without the prior written consent of the Secured Party RepresentativeAgent, the Debtor will not, and will not permit any Subsidiary to, other than in the ordinary course of business, waive or in any manner release or discharge any party to any Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (gf) Subject to If the rights of the holder of the Secured Indebtedness, if the Secured Party Representative Agent so requests after the occurrence of an Event of Default and unless and until it is curedand, if prior to the Maturity Date, acceleration of the Notes ("ACCELERATION"), the Debtor or its Subsidiaries will hold any payments received by it which are assigned and set over to the Secured Party Representative Parties by this Agreement for and on behalf of the Secured Party Representative Parties and turn them promptly over to the Secured Party Representative Agent forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note Notes in accordance with the terms of the Note Notes and, to the extent not provided therein, in such order as the Secured Party Representative Parties shall determine. (hg) The Debtor Debtor, on behalf of itself or its Subsidiary, will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor or its Subsidiary and any assignee thereunder. (ih) Should the Debtor or its Subsidiary fail to make any payment or to do any act as herein provided after 15 day's ten (10) days' notice by to the Secured Party RepresentativeDebtor, the Secured Party Representative Agent may (but without obligation on the Secured Party RepresentativeAgent's part to do so and without notice to or demand on the Debtor and without releasing the Debtor or any Subsidiary from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative Agent may deem reasonably necessary to protect the security interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests provided hereby and the DebtorDebtor or a Subsidiary thereof, and the Secured Party Representative Agent may also perform and discharge each and every obligation, covenant and agreement of the Debtor or its Subsidiary contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (ji) Upon the request of the Secured Party RepresentativeAgent, the Debtor will send to the Secured Party Representative Agent copies of all material notices, documents and other papers furnished or received by it or its Subsidiary with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights or by the effect of general equitable principles. (b) The Debtor will faithfully use best efforts to abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor under the Assigned Agreements. (c) At the request of the Secured Party RepresentativeParty, and at the sole cost and expense of the Debtor, the Debtor will use best efforts to enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of businessbusiness or in accordance with Section 3(i) herein, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in material default under the terms thereof. (e) The Debtor will not terminate or permit the termination of any material Assigned Agreement, except in accordance with its terms, other than in the ordinary course of businessbusiness or in accordance with Section 3(i) herein. (f) Without the prior written consent of the Secured Party RepresentativeParty, the Debtor will not, other than in the ordinary course of businessbusiness or in accordance with Section 3(i) herein, waive or in any manner release or discharge any party to any material Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if If the Secured Party Representative so requests after the occurrence and continuance of an Event of Default and unless and until it and, if prior to the Maturity Date (as such term is cureddefined in the Notes), acceleration of the Notes ("Acceleration"), the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative by this Agreement for and on behalf of the Secured Party Representative and turn them promptly over to the Secured Party Representative forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note Notes in accordance with the terms of the Note Notes and, to the extent not provided therein, in such order as the Secured Party Representative shall determine. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's 30 days' notice by the Secured Party RepresentativeParty, the Secured Party Representative may (but without obligation on the Secured Party RepresentativeParty's part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative may deem reasonably necessary to protect the security interests Security Interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests Security Interests provided hereby and the Debtor, and the Secured Party Representative may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party RepresentativeParty, the Debtor will send to the Secured Party Representative copies of all material notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights or by the effect of general equitable principles. (b) The Debtor will faithfully use best efforts to abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor under the Assigned Agreements. (c) At the request of the Secured Party RepresentativeParty, and at the sole cost and expense of the Debtor, the Debtor will use best efforts to enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in material default under the terms thereof. (e) The Debtor will not terminate or permit the termination of any material Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party RepresentativeParty, the Debtor will not, other than in the ordinary course of business, waive or in any manner release or discharge any party to any material Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if If the Secured Party Representative so requests after the occurrence and continuance of an Event of Default and unless and until it is curedand, if prior to the Maturity Date, Acceleration, the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative by this Agreement for and on behalf of the Secured Party Representative and turn them promptly over to the Secured Party Representative forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note Notes in accordance with the terms of the Note Notes and, to the extent not provided therein, in such order as the Secured Party Representative shall determine. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's 30 days' notice by the Secured Party RepresentativeParty, the Secured Party Representative may (but without obligation on the Secured Party RepresentativeParty's part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative may deem reasonably necessary to protect the security interests Security Interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests Security Interests provided hereby and the Debtor, and the Secured Party Representative may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party RepresentativeParty, the Debtor will send to the Secured Party Representative copies of all material notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.

Special Provisions Concerning Assigned Agreements. The Debtor represents, warrants and agrees as follows: (a) The Assigned Agreements constitute the legal, valid and binding obligations of the Debtor and, to the best of its knowledge, the other parties thereto, enforceable in accordance with their respective terms. (b) The Debtor will faithfully abide by, perform and discharge each and every material obligation, covenant and agreement to be performed by the Debtor under the Assigned Agreements. (c) At the request of the Secured Party Representative, and at the sole cost and expense of the Debtor, the Debtor will enforce or secure the performance of each and every material obligation, covenant, condition and agreement contained in the Assigned Agreements to be performed by the other parties thereto. (d) The Debtor will not modify, amend or agree to vary any of the Assigned Agreements in any material respect other than in the ordinary course of business, or otherwise act or fail to act in a manner likely (directly or indirectly) to entitle any party thereto to claim that the Debtor is in default under the terms thereof. (e) The Debtor will not terminate or permit the termination of any Assigned Agreement, except in accordance with its terms, other than in the ordinary course of business. (f) Without the prior written consent of the Secured Party Representative, the Debtor will not, other than in the ordinary course of business, waive or in any manner release or discharge any party to any Assigned Agreement from any of the material obligations, covenants, conditions and agreements to be performed by it under such Assigned Agreement including, without limitation, the obligation to make all payments in the manner and at the time and places specified. (g) Subject to the rights of the holder of the Secured Indebtedness, if If the Secured Party Representative so requests after the occurrence of an Event of Default and unless and until it is cured, the Debtor will hold any payments received by it which are assigned and set over to the Secured Party Representative by this Agreement for and on behalf of the Secured Party Representative and turn them promptly over to the Secured Party Representative forthwith in the same form in which they are received (together with any necessary endorsement) for application to amounts outstanding under the Note in accordance with the terms of the Note and, to the extent not provided therein, in such order as the Secured Party Representative shall determine. (h) The Debtor will appear in and defend every action or proceeding arising under, growing out of or in any manner connected with the Assigned Agreements or the obligations, duties or liabilities of the Debtor and any assignee thereunder. (i) Should the Debtor fail to make any payment or to do any act as herein provided after 15 day's notice by the Secured Party Representative, the Secured Party Representative may (but without obligation on the Secured Party Representative's part to do so and without notice to or demand on the Debtor and without releasing the Debtor from any obligation hereunder) make or do the same in such manner and to such extent as the Secured Party Representative may deem reasonably necessary to protect the security interests provided hereby, including specifically, without limiting the general powers, the right to appear in and defend any action or proceeding purporting to affect the security interests provided hereby and the Debtor, and the Secured Party Representative may also perform and discharge each and every obligation, covenant and agreement of the Debtor contained in any Assigned Agreement and, in exercising any such powers, pay necessary costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. (j) Upon the request of the Secured Party Representative, the Debtor will send to the Secured Party Representative copies of all notices, documents and other papers furnished or received by it with respect to any of the Assigned Agreements.