Common use of Assigned Contracts Clause in Contracts

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, the Secured Party may directly enforce such right in its own or the Debtor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor of such obligor or its successors. All obligations of the Debtor under an Assigned Contract shall be and remain enforceable only against the Debtor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor shall at all times remain liable to observe and perform all of its material duties and obligations under the Assigned Contracts, and the Secured Party's exercise of any of its rights with respect to the Collateral shall not release the Debtor from any of such duties and obligations. The Secured Party shall not be obligated to perform or fulfill the Debtor's duties or obligations under the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriatein each case, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contractsit deems appropriate in its business judgment. The Debtor Such Credit Party shall notify the Secured Party Agent in writing, promptly after the Debtor such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, Agent may, and at the Secured Party may direction of Required Lenders shall, directly enforce such right in its own or the Debtor's such Credit Party’s name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Agent shall determine. In any suit, proceeding or action brought by the Secured Party Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Credit Parities shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Debtor under an Assigned Contract Credit Parties shall be and remain enforceable only against the Debtor Credit Parties and shall not be enforceable against the Secured PartyAgent or Lender. Notwithstanding any provision hereof to the contrary, the Debtor Credit Parties shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Agent’s exercise of any of its rights with respect to the Collateral shall not release the Debtor Credit Parties from any of such duties and obligations. The Secured Party Neither Agent nor any Lender shall not be obligated to perform or fulfill the Debtor's any of any Credit Party’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Upon request by the Administrative Agent after the occurrence and during the continuation of an Event of Default, each Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Each Grantor shall fully perform all of its material obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that no Grantor shall take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor each Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Grantors shall notify the Secured Party Administrative Agent and the Lenders in writing, promptly after the Debtor any Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Administrative Agent on all further developments with respect thereto. The Debtor shall remit directly If the Administrative Agent has the right to exercise cash dominion pursuant to the Secured Party terms of Section 7.3 of this Agreement, the Grantors shall deposit into a Deposit Account at the Administrative Agent or subject to a Deposit Account Control Agreement for application to the Obligations Secured Obligations, in such order as accordance with Section 2.18 of the Secured Party shall determineCredit Agreement, all amounts received by the Debtor any Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor any Grantor shall fail after the Secured Party's Administrative Agent’s demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Administrative Agent may, and at the direction of the Required Secured Party may Parties shall, directly enforce such right in its own or the Debtor's such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Administrative Agent or the Required Secured PartyParties, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Administrative Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Grantors shall indemnify, defend indemnify and hold the Secured Party Administrative Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor any Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Grantors shall be and remain enforceable only against the Debtor Grantors and shall not be enforceable against the Secured PartyAdministrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor each Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Administrative Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor any Grantor from any of such duties and obligations. The Secured Party Neither the Administrative Agent nor any Lender shall not be obligated to perform or fulfill the Debtor's any of any Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor If requested by the Administrative Agent, such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Such Grantor shall notify the Secured Party Administrative Agent and the Lenders in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Administrative Agent on all further developments with respect thereto. The Debtor Such Grantor shall remit directly deposit into a Deposit Account subject to the Secured Party for application to the Obligations in such order as the Secured Party shall determinea Deposit Account Control Agreement, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor such Grantor shall fail after the Secured Party's Administrative Agent’s demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Administrative Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the Debtor's such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAdministrative Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the benefit of the Secured Party Parties under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Administrative Agent and Secured Party Parties harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Administrative Agent or the Secured PartyParties. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Administrative Agent’s or any Secured Party's ’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any Secured Party shall not be obligated to perform or fulfill the Debtor's any of such Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower shall be and remain enforceable only against the Debtor Borrower and shall not be enforceable against the Secured PartyAgent. Notwithstanding any provision hereof to the contrary, the Debtor Borrower and not the Agent or the Lenders shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured If a Loan Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured PartyAgent's demand to pursue diligently any material right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Debtorsuch Loan Party's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor a Loan Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor a Loan Party to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract a Loan Party shall be and remain enforceable only against the Debtor such Loan Party and shall not be enforceable against the Secured PartyAgent. Notwithstanding any provision hereof to the contrary, the Debtor each Loan Party shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Loan Party from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill the Debtorany of a Loan Party's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower or LDM Canada shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the DebtorBorrower's or LDM Canada's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower or LDM Canada of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower or LDM Canada to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower or LDM Canada shall be and remain enforceable only against the Debtor Borrower or LDM Canada, as the case may be, and shall not be enforceable against the Secured PartyAgent. Notwithstanding any provision hereof to the contrary, the Debtor Borrower or LDM Canada, as the case may be, shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower or LDM Canada, as the case may be, from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's or LDM Canada's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Agent of any Assigned Contract held by such Grantor having an aggregate contract value in excess of $100,000 and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Such Grantor shall notify the Secured Party Agent in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Agent on all further developments with respect thereto. The Debtor Such Grantor shall remit directly deposit into a Deposit Account at the Agent or subject to the Secured Party a Deposit Account Control Agreement for application to the Obligations Secured Obligations, in such order as accordance with Section 2.10 of the Secured Party shall determineLoan Agreement, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor such Grantor shall fail after the Secured Party's Agent’s demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party Agent may directly enforce such right in its own or the Debtor's such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Agent shall determine. In any suit, proceeding or action brought by the Secured Party Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Secured Party Agent harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Secured PartyAgent. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Agent’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Secured Party Agent shall not be obligated to perform or fulfill the Debtor's any of such Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

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

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

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material Assigned Contractscomply with this Section, or if a Default or an Event of Default then exists, Agent may, and at the Secured Party may direction of the Majority Lenders Agent shall, directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by Agent for the Secured Party benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold Agent and the Secured Party Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, recoupment or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower to or in favor of such obligor or its successorssuccessors or assigns. All such obligations of the Debtor under an Assigned Contract Borrower shall be and remain enforceable only against the Debtor Borrower and shall not be enforceable against the Secured PartyAgent or Lender. Notwithstanding any provision hereof to the contrary, the Debtor Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or Lenders' exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower from any of such duties and obligations. The Secured Party None of Agent or Lenders shall not be obligated to perform or fulfill the Debtorany of Borrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property. The undertaking of Borrower in this Section shall survive the termination of this Agreement and the payment of all Obligations hereunder.

Assigned Contracts. The Debtor Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriatein each case, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contractsit deems appropriate in its business judgment. The Debtor Such Credit Party shall notify the Secured Party Agent in writing, promptly after the Debtor such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, Agent may, and at the Secured Party may direction of Required Lenders shall, directly enforce such right in its own or the Debtor's such Credit Party’s name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Agent shall determine. In any suit, proceeding or action brought by the Secured Party Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Credit Parities shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any ▇▇▇▇▇▇’s gross negligence or willful misconduct. All such obligations of the Debtor under an Assigned Contract Credit Parties shall be and remain enforceable only against the Debtor Credit Parties and shall not be enforceable against the Secured PartyAgent or Lender. Notwithstanding any provision hereof to the contrary, the Debtor Credit Parties shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Agent’s exercise of any of its rights with respect to the Collateral shall not release the Debtor Credit Parties from any of such duties and obligations. The Secured Party Neither Agent nor any Lender shall not be obligated to perform or fulfill the Debtor's any of any Credit Party’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor Grantor shall notify the Secured Party Administrative Agent and the Lenders in writing, promptly after the Debtor Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Administrative Agent on all further developments with respect thereto. The Debtor Grantor shall remit directly deposit into a Deposit Account at the Administrative Agent or subject to the Secured Party a Deposit Account Control Agreement for application to the Obligations Secured Obligations, in such order as accordance with Section 2.18 of the Secured Party shall determineCredit Agreement, all amounts received by the Debtor Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured Party's Administrative Agent’s demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Administrative Agent may, and at the direction of the Required Secured Party may Parties shall, directly enforce such right in its own or the Debtor's Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Administrative Agent or the Required Secured PartyParties, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Administrative Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Grantor shall indemnify, defend indemnify and hold the Secured Party Administrative Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Grantor shall be and remain enforceable only against the Debtor Grantor and shall not be enforceable against the Secured PartyAdministrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Administrative Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Grantor from any of such duties and obligations. The Secured Party Neither the Administrative Agent nor any Lender shall not be obligated to perform or fulfill any of the Debtor's Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Debtorsuch Borrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrowers shall indemnify, defend indemnify and hold the Secured Party Agent harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor applicable Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract applicable Borrower shall be and remain enforceable only against the Debtor such Borrower and shall not be enforceable against the Secured PartyAgent. Notwithstanding any provision hereof to the contrary, the Debtor each Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Borrower from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill the Debtorany of any Borrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrowers shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Debtorapplicable Borrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor each Borrower shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor either Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor either Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract each Borrower shall be and remain enforceable only against the Debtor Borrowers and shall not be enforceable against the Secured PartyAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor each Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrowers from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Debtorapplicable Borrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor Upon the occurrence and during the continuance of an Event of Default, such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its material obligations under each of the its Assigned ContractsContracts constituting a Credit Card Agreement, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts constituting a Credit Card Agreement which would cause the termination of an Assigned Contract constituting a Credit Card Agreement. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially a material adverse effect upon, the full enforcement of all indemnification rights under the any of its Assigned ContractsContracts constituting a Credit Card Agreement. The Debtor Such Grantor shall notify the Secured Party Administrative Agent in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned ContractsContracts constituting a Credit Card Agreement, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Administrative Agent on all further material developments with respect thereto. The Debtor Such Grantor shall remit directly deposit into a Deposit Account at the Administrative Agent or subject to the Secured Party a Deposit Account Control Agreement for application to the Obligations Secured Obligations, in such order as accordance with Section 2.18 of the Secured Party shall determineCredit Agreement, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor such Grantor shall fail within two Business Days after the Secured Party's Administrative Agent’s demand to pursue diligently any right rights under the material any of its Assigned ContractsContracts constituting a Credit Card Agreement, or if upon the occurrence and during the continuance of an Event of Default then existsDefault, the Administrative Agent may, and at the direction of the Required Secured Party may Parties shall, directly enforce such right Grantor's rights under any Assigned Contract in its the Administrative Agent's own name on behalf of the Secured Parties, or the Debtor's in such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Administrative Agent or the Required Secured PartyParties, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the benefit of the Secured Party Parties under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Administrative Agent and the other Secured Party Parties harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Administrative Agent or the other Secured PartyParties. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Administrative Agent’s or any other Secured Party's ’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any other Secured Party shall not be obligated to perform or fulfill the Debtor's any of such Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that except after and during the continuance of an Event of Default Grantor shall have full power to amend, modify or terminate any such contract it deems appropriate in its business judgment, and that after and during the continuance of an Event of Default but subject to the provisions of Section 26 that Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, after and during the Debtor continuance of an Event of Default, but subject to the provisions of Section 26, Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Except as otherwise provided in the first sentence, and subject to Section 26, Grantor shall notify the Secured Party Parties in writing, promptly after the Debtor Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Parties on all further developments with respect thereto. The Debtor shall remit directly Except as otherwise provided in the first sentence, and subject to the Secured Party for application to the Obligations in such order as the Secured Party shall determineSection 16, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured Party's Parties' demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Parties may, directly enforce such right in its their own or the DebtorGrantor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Parties shall determine. In any suit, proceeding or action brought by the Secured Party Parties under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Grantor shall indemnify, defend indemnify and hold the Secured Party Parties harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Grantor to or in favor of such obligor or its successorssuccessors except, with respect to any Secured Party, for such expenses, losses or damages that are attributable solely to the gross negligence or willful misconduct of such Secured Party as finally determined by a court of competent jurisdiction. All such obligations of the Debtor under an Assigned Contract Grantor shall be and remain enforceable only against the Debtor Grantor and shall not be enforceable against any of the Secured PartyParties. Notwithstanding any provision hereof to the contrary, the Debtor Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Parties' exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Grantor from any of such duties and obligations. The No Secured Party shall not be obligated to perform or fulfill the Debtorany of Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Such Grantor shall notify the Secured Party Agent and the Lenders in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right (if commercially reasonable) and report to the Secured Party Agent on all further developments with respect thereto. The Debtor Such Grantor shall remit directly deposit into a Deposit Account at the Agent or subject to the Secured Party a Deposit Account Control Agreement for application to the Obligations Secured Obligations, in such order as accordance with Section 2.18 of the Secured Party shall determineCredit Agreement, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor such Grantor shall fail after the Secured Party's Agent’s demand to pursue diligently any right under the material its Assigned Contracts, or an Event of if a Default then exists, the Agent may, and at the direction of the Required Secured Party may Parties shall, directly enforce such right in its own or the Debtor's such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Agent or the Required Secured PartyParties, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors, except to the extent attributable to the gross negligence or willful misconduct of the indemnified party. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Secured PartyAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill the Debtor's any of such Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

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

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, the Secured Party may directly enforce such right in its own or the Debtor's Grantors' name and may enter into such settlements or other agreements with respect thereto as the Secured Party, shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Grantors shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor any Grantor to or in favor of such obligor or its successors. All obligations of the Debtor Grantors under an Assigned Contract shall be and remain enforceable only against the Debtor Grantors and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor Grantors shall at all times remain liable to observe and perform all of its material duties and obligations under the Assigned Contracts, and the Secured Party's exercise of any of its rights with respect to the Collateral shall not release the Debtor any Grantor from any of such duties and obligations. The Secured Party shall not be obligated to perform or fulfill the Debtor's Grantors' duties or obligations under the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Borrower shall fully perform all not, without the Agent's and the Majority Lenders' prior written consent, modify, amend, supplement, compromise, satisfy, release, or discharge any of its obligations under each of the Assigned Contracts, and shall enforce all any collateral securing the same, any Person liable directly or indirectly with respect thereto, or any agreement relating to any of its material rights and remedies thereunder. Without limiting Assigned Contracts or the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contractscollateral therefor. The Debtor Borrower shall notify the Secured Party Agent and the Lenders in writing, promptly after the Debtor Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it any Person for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Agent on all further developments with respect thereto. The Debtor Borrower shall remit directly to the Secured Party Agent for application to the Obligations in such order as the Secured Party Majority Lenders shall determine, all amounts received by the Debtor Borrower as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor of All such obligor or its successors. All obligations of the Debtor under an Assigned Contract Borrower shall be and remain enforceable only against the Debtor Borrower and shall not be enforceable against the Secured PartyAgent. Notwithstanding any provision hereof to the contrary, the Debtor Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that except after and during the continuance of an Event of Default Grantor shall have full power to amend, modify or terminate any such contract it deems appropriate in its business judgment, and that after and during the continuance of an Event of Default but subject to the provisions of Section 26 that Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, after and during the Debtor continuance of an Event of Default, but subject to the provisions of Section 26, Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Except as otherwise provided in the first sentence, and subject to Section 16, Grantor shall notify the Secured Party Parties in writing, promptly after the Debtor Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Parties on all further developments with respect thereto. The Debtor shall remit directly Except as otherwise provided in the first sentence, and subject to the Secured Party for application to the Obligations in such order as the Secured Party shall determineSection 16, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured Party's Parties' demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Parties may, directly enforce such right in its their own or the DebtorGrantor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Parties shall determine. In any suit, proceeding or action brought by the Secured Party Parties under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnifyGrantor shall, defend jointly and severally, indemnify and hold the Secured Party Parties harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Grantor to or in favor of such obligor or its successorssuccessors except for such expenses, losses or damages that are the result of the gross negligence or willful misconduct of the Secured Party. All such obligations of the Debtor under an Assigned Contract Grantor shall be and remain enforceable only against the Debtor Grantor and shall not be enforceable against any of the Secured PartyParties. Notwithstanding any provision hereof to the contrary, the Debtor Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Parties' exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Grantor from any of such duties and obligations. The No Secured Party shall not be obligated to perform or fulfill the Debtorany of Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Agent and the Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower shall be and remain enforceable only against the Debtor Borrower and shall not be enforceable against the Secured PartyAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the Debtorsuch Grantor's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor each Grantor shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Grantors shall be and remain enforceable only against the Debtor Grantors and shall not be enforceable against the Secured PartyAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor each Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the Debtor's Grantors' duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. With respect to each Assigned Contract, (a) such Assigned Contract constitutes a valid and binding obligation of Assignor and the other parties thereto, enforceable in each case in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles; (b) no event has occurred that (whether with or without notice, lapse of time or both) (i) would constitute a default under such Assigned Contract by Assignor or of any other party thereto, (ii) would entitle Assignor or any other party thereto to terminate such Assigned Contract; (c) Assignor has not received written notice of any alleged default under such Assigned Contract by Assignor; (d) Assignor has provided to Assignee a true and correct copy of such Assigned Contract, including all amendments, supplements and modifications; (e) neither Assignor nor any other party thereto has waived any of its rights under such Assigned Contract, either orally or in writing; (f) No Person has any right of first refusal, Liens or other interest in, to or under any Assigned Contract, nor does any Person (other than Assignor) have any claim of ownership or title of any nature in the Assigned Contracts; (g) The Debtor shall fully perform Assigned Contracts transferred by Assignor pursuant to this Agreement constitute all of the rights, title and interest that Assignor has in connection (directly or indirectly) with the Project; and (h) without limiting the foregoing, Assignor has made all payments required to be made by it under such Assigned Contract, no payments that are due and payable are being withheld by any other party thereto, and no unresolved dispute or claim is pending between Assignor and any other party thereto with respect to the performance by Assignor or any other party of its obligations under each of the such Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, the Secured Party may directly enforce such right in its own Contract or the Debtor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor interpretation of such obligor or its successors. All obligations of the Debtor under an Assigned Contract shall be and remain enforceable only against the Debtor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor shall at all times remain liable to observe and perform all of its material duties and obligations under the Assigned Contracts, and the Secured Party's exercise of any of its rights with respect to the Collateral shall not release the Debtor from any of such duties and obligations. The Secured Party shall not be obligated to perform or fulfill the Debtor's duties or obligations under the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any propertyContract.

Assigned Contracts. The Debtor Each Grantor will use its commercially-reasonable best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Secured Party of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Each Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursueeach case, as it deems appropriateappropriate in its business judgment; provided however, such right and report that no Grantor shall take any action or fail to the Secured Party on all further developments take any action with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned ContractsContracts that is reasonably likely to result in a Material Adverse Change. If the Debtor any Grantor shall fail after the Secured Party's ’s demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may directly enforce such right each Grantor’s rights and remedies under any Assigned Contract in its own or the Debtor's such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Party shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor each Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's ’s exercise of any of its respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Secured Party shall not be obligated to perform or fulfill the Debtor's any of each Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, If such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured PartyAdministrative Agent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Administrative Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the Debtorsuch Grantor's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAdministrative Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Administrative Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Secured Party Creditors harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against any of the Secured PartyCreditors. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the any Secured PartyCreditor's exercise of any of its rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The No Secured Party Creditor shall not be obligated to perform or fulfill the Debtorany of such Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Debtorsuch Borrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrowers shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor any Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor any Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrowers shall be and remain enforceable only against the Debtor Borrowers and shall not be enforceable against the Secured PartyAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor each Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor any Borrower from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill the Debtorany of a Borrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower or any Guarantor shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the DebtorBorrower's or such Guarantor's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower and each Guarantor shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower or any Guarantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower or any Guarantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower and the Guarantors shall be and remain enforceable only against the Debtor Borrower or the applicable Guarantor and shall not be enforceable against the Secured PartyAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor Borrower and each Guarantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower or any Guarantor from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's or any Guarantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Each Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the US Administrative Agent of any Assigned Contract held by each Grantor and to enforce the security interests granted hereunder. Each Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor each Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Grantors shall notify the Secured Party US Administrative Agent and the Lenders in writing, promptly after the Debtor any Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party US Administrative Agent on all further developments with respect thereto. The Debtor Each Grantor shall remit directly deposit into a Deposit Account at the US Administrative Agent or subject to the Secured Party a Control Agreement for application to the Obligations Secured Obligations, in such order as accordance with Section 2.17 of the Secured Party shall determineCredit Agreement, all amounts received by the Debtor any Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor any Grantor shall fail after the Secured PartyUS Administrative Agent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the US Administrative Agent may, and at the direction of the Required Secured Party may Parties shall, directly enforce such right in its own or the Debtorany Grantor's name and may enter into such settlements or other agreements with respect thereto as the US Administrative Agent or the Required Secured PartyParties, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party US Administrative Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Grantors shall indemnify, defend indemnify and hold the Secured Party US Administrative Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor any Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Grantors shall be and remain enforceable only against the Debtor Grantors and shall not be enforceable against the Secured PartyUS Administrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor each Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyUS Administrative Agent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor any Grantor from any of such duties and obligations. The Secured Party Neither the US Administrative Agent nor any Lender shall not be obligated to perform or fulfill the Debtorany of any Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided, however, that except after and during the continuance of an Event of Default Grantor shall have full power to amend, modify or terminate any such contract it deems appropriate in its business judgment, and that after and during the continuance of an Event of Default but subject to the provisions of Section 26 that Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract. Without limiting the generality of the foregoing, after and during the Debtor continuance of an Event of Default, but subject to the provisions of Section 26, Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Except as otherwise provided in the first sentence, and subject to Section 26, Grantor shall notify the Secured Party Parties in writing, promptly after the Debtor Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Parties on all further developments with respect thereto. The Debtor shall remit directly Except as otherwise provided in the first sentence, and subject to the Secured Party for application to the Obligations in such order as the Secured Party shall determineSection 16, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured Party's Parties' demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Parties may, directly enforce such right in its their own or the DebtorGrantor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Parties shall determine. In any suit, proceeding or action brought by the Secured Party Parties under any a ny Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Grantor shall indemnify, defend indemnify and hold the Secured Party Parties harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Grantor to or in favor of such obligor or its successorssuccessors except, with respect to any Secured Party, for such expenses, losses or damages that are attributable solely to the gross negligence or willful misconduct of such Secured Party as finally determined by a court of competent jurisdiction. All such obligations of the Debtor under an Assigned Contract Grantor shall be and remain enforceable only against the Debtor Grantor and shall not be enforceable against any of the Secured PartyParties. Notwithstanding any provision hereof to the contrary, the Debtor Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Parties' exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Grantor from any of such duties and obligations. The No Secured Party shall not be obligated to perform or fulfill the Debtorany of Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to If a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyLender's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party Lender may directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Lender shall determine. In any suit, proceeding or action brought by the Secured Party Lender under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrowers shall indemnify, defend indemnify and hold the Secured Party Lender harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor any Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrowers shall be and remain enforceable only against the Debtor Borrowers and shall not be enforceable against the Secured PartyLender. Notwithstanding any provision hereof to the contrary, the Debtor Borrowers shall at all times remain liable to observe and perform all of its material their duties and obligations under the all Assigned Contracts, and the Secured PartyLender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrowers from any of such duties and obligations. The Secured Party Lender shall not be obligated to perform or fulfill the Debtorany of a Borrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Secured Party of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Such Grantor shall notify the Secured Party and the Lenders in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party on all further developments with respect thereto. The Debtor Such Grantor shall remit directly deposit into a Deposit Account subject to the Secured Party for application to the Obligations in such order as the Secured Party shall determinea Deposit Account Control Agreement, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor such Grantor shall fail after the Secured Party's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the Debtorsuch Grantor's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyParty or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Secured Party Creditors harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against any of the Secured PartyCreditors. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the any Secured PartyCreditor's exercise of any of its rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The No Secured Party Creditor shall not be obligated to perform or fulfill the Debtorany of such Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Each Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract held by any Grantor and to enforce the security interests granted hereunder. Each Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that no Grantor shall take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor each Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Each Grantor shall notify Agent and the Secured Party Lenders in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Agent on all further developments with respect thereto. The Debtor Each Grantor shall remit directly deposit into a Deposit Account subject to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, a Deposit Account Control Agreement all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor any Grantor shall fail after the Secured Party's Agent’s demand to pursue diligently any right under the material its Assigned Contracts, or an Event of if a Default then exists, Agent may, and at the Secured Party may direction of the Required Lenders shall, directly enforce such right in its own or the Debtor's any Grantor’s name and may enter into such settlements or other agreements with respect thereto as Agent or the Secured PartyRequired Lenders, as applicable, shall determine. In any suit, proceeding or action brought by Agent for the Secured Party benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Grantors shall indemnify, defend jointly and severally indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor any Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract each Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against Agent or the Secured PartyLenders. Notwithstanding any provision hereof to the contrary, the Debtor each Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor any Grantor from any of such duties and obligations. The Secured Party Neither Agent nor any Lender shall not be obligated to perform or fulfill the Debtor's any of any Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

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

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

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

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

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyAgent's demand to pursue diligently any material right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower shall be and remain enforceable only against the Debtor Borrower and shall not be enforceable against the Secured PartyAgent. Notwithstanding any provision hereof to the contrary, the Debtor Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor If the Borrower shall fully perform all of fail after the Lender's demand to diligently pursue cause its obligations Subsidiaries to diligently pursue any right under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or if an Event of Default then exists, then the Secured Party Lender may directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyLender determines. All amounts thereby recovered by the Lender, after deducting the Lender's reasonable costs and expenses in connection therewith, shall determinebe applied to the Obligations in such order as the Lender determines. In any suit, proceeding or action brought by the Secured Party Lender under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Lender harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defensedefence, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower or any of its Subsidiaries of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower or any of its Subsidiaries to or in favor favour of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower shall or any of its Subsidiaries be and remain enforceable only against the Debtor Borrower or any of its Subsidiaries and shall not be enforceable against the Secured PartyLender. Notwithstanding any provision hereof to the contrary, the Debtor Borrower and its Subsidiaries shall at all times remain liable to observe and perform all of its material duties and obligations under the Assigned Contracts, and the Secured PartyLender's exercise of any of its rights with respect to the Collateral shall not release the Debtor Borrower and its Subsidiaries from any of such duties and obligations. The Secured Party Lender shall not be obligated to perform or fulfill fulfil any of the DebtorBorrower's or any of its Subsidiaries' duties or obligations under the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any propertyProperty.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the Debtorsuch Borrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor each Borrower shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Borrower shall be and remain enforceable only against the Debtor such Borrower and shall not be enforceable against the Secured PartyAgent. Notwithstanding any provision hereof to the contrary, the Debtor each Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor each such Borrower from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill the Debtorany Borrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured PartyAdministrative Agent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Administrative Agent may, and at the direction of the Supermajority Lenders shall, directly enforce such right in its own or the Debtorsuch Grantor's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAdministrative Agent or the Supermajority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Administrative Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Grantors jointly and severally shall indemnify, defend indemnify and hold the Secured Party Administrative Agent and the Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor a Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor a Grantor to or in favor of such obligor or its successors. All Each Grantor's obligations of under the Debtor under an Assigned Contract Contracts to which it is a party shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Secured PartyAdministrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor each Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAdministrative Agent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Secured Party Neither the Administrative Agent nor any Lender shall not be obligated to perform or fulfill the Debtorany Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower shall be and remain enforceable only against the Debtor Borrower and shall not be enforceable against the Secured PartyAgent. Notwithstanding any provision hereof to the contrary, the Debtor Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform in all material respects all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Such Grantor shall notify the Secured Party Administrative Agent and the Lenders in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Administrative Agent on all further developments with respect thereto. The Debtor Such Grantor shall remit directly to the Secured Party deposit into a Collateral Deposit Account, for application to the Secured Obligations in such order as accordance with Section 2.18 of the Secured Party shall determineCredit Agreement, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default is then existscontinuing, the Administrative Agent may, and at the direction of the Required Secured Party may Parties shall, directly enforce such right in its own or the Debtor's such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Administrative Agent or the Required Secured PartyParties, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the benefit of the Secured Party Parties under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Administrative Agent and Secured Party Parties harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Administrative Agent or the Secured PartyParties. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Administrative Agent’s or any Secured Party's ’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any Secured Party shall not be obligated to perform or fulfill the Debtor's any of such Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

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

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

Assigned Contracts. The Debtor Borrower shall fully perform all not and shall not permit LDM Canada to, without the Agent's and the Majority Lender's prior written consent, modify, amend, supplement, compromise, satisfy, release, or discharge any of its obligations under each of the Assigned Contracts, and shall enforce all any collateral securing the same, any Person liable directly or indirectly with respect thereto, or any agreement relating to any of its material rights and remedies thereunder. Without limiting Assigned Contracts or the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contractscollateral therefor. The Debtor Borrower shall notify the Secured Party Agent and the Lenders in writing, promptly after the Debtor Borrower or LDM Canada becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue or cause LDM Canada diligently to pursue such right and report to the Secured Party Agent on all further developments with respect thereto. The Debtor Borrower shall remit directly to the Secured Party Agent for application to the Obligations in such order as the Secured Party Majority Lenders shall determine, all amounts received by the Debtor Borrower or LDM Canada as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower or LDM Canada shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the DebtorBorrower's or LDM Canada's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower or LDM Canada of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower or LDM Canada to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower or LDM Canada shall be and remain enforceable only against the Debtor Borrower or LDM Canada, as the case may be, and shall not be enforceable against the Secured PartyAgent. Notwithstanding any provision hereof to the contrary, the Debtor Borrower or LDM Canada, as the case may be, shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower or LDM Canada, as the case may be, from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's or LDM Canada's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured Partyeither Co-Agent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Administrative Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyCo-Agents or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Administrative Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Co-Agents and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower shall be and remain enforceable only against the Debtor Borrower and shall not be enforceable against the Secured PartyCo-Agents or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Partyany Co-Agent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower from any of such duties and obligations. The Secured Party Neither any Co-Agent nor any Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

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

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

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyAgent's demand to pursue diligently any material right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the Debtorsuch Borrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrowers shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor a Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor a Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrowers shall be and remain enforceable only against the Debtor Borrowers and shall not be enforceable against the Secured PartyAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor each Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor any Borrower from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill the Debtorany of any Borrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, If such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or an Event of if a Default then exists, the Agent may, and at the direction of the Required Secured Party may Parties shall, directly enforce such right in its own or the Debtorsuch Grantor's name and may enter into such settlements or other agreements with respect thereto as the Agent or the Required Secured PartyParties, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Secured PartyAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill the Debtorany of such Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyAgent's demand to pursue diligently any material right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Majority Lenders shall, directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Majority Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower shall be and remain enforceable only against the Debtor Borrower and shall not be enforceable against the Secured PartyAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor Borrower shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor Borrower from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Lender of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Such Grantor shall notify the Secured Party Lender in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Lender on all further developments with respect thereto. The Debtor Such Grantor shall remit directly deposit into a Deposit Account at the Lender or subject to the Secured Party a Deposit Account Control Agreement for application to the Obligations Secured Obligations, in such order as accordance with Section 2.17 of the Secured Party shall determineCredit Agreement, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor such Grantor shall fail after the Secured Party's Lender’s demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party Lender may directly enforce such right in its own or the Debtor's such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Lender shall determine. In any suit, proceeding or action brought by the Secured Party Lender under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Secured Party Lender harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Lender or any other Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Neither the Lender nor any other Secured Party shall not be obligated to perform or fulfill the Debtor's any of such Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Upon the Administrative Agent’s request, such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Such Grantor shall notify the Secured Party Administrative Agent and the Lenders in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Administrative Agent on all further developments with respect thereto. The Debtor Such Grantor shall remit directly deposit into a Deposit Account at the Administrative Agent or subject to the Secured Party a Deposit Account Control Agreement for application to the Obligations Secured Obligations, in such order as accordance with Section 2.18 of the Secured Party shall determineCredit Agreement, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then existshas occurred and is continuing, the Secured Party may Administrative Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the Debtor's such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAdministrative Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the benefit of the Secured Party Parties under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Administrative Agent and the other Secured Party Parties harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Administrative Agent or the other Secured PartyParties. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Administrative Agent’s or any other Secured Party's ’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any other Secured Party shall not be obligated to perform or fulfill the Debtor's any of such Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take If any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured PartyAgent's demand to pursue diligently any material right under the material its Assigned Contracts, or if an Event of Default then exists, Agent may, and at the Secured Party may direction of the Majority Lenders shall, directly enforce such right in its own or the Debtorsuch Grantor's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent (or Majority Lenders, as applicable) shall determine. In any suit, proceeding or action brought by Agent for the Secured Party benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Grantors jointly and severally shall indemnify, defend indemnify and hold Agents and the Secured Party Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor a Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor a Grantor to or in favor of such obligor or its successors. All Each Grantor's obligations of under the Debtor under an Assigned Contract Contracts to which it is a party shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against Agents or the Secured PartyLenders. Notwithstanding any provision hereof to the contrary, the Debtor each Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Secured Party Neither Agent nor any Lender shall not be obligated to perform or fulfill the Debtorany Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Borrower shall fail after the Secured PartyLender's demand to pursue diligently any right under the material Assigned Contracts, or if an Event of Default then exists, then the Secured Party Lender, subject to the terms and conditions of the Assigned Contracts, may directly enforce such right in its own or the DebtorBorrower's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyLender determines. All amounts thereby recovered by the Lender, after deducting the Lender's costs and expenses in connection therewith, shall determinebe applied to the Obligations in such order as the Lender determines. In any suit, proceeding or action brought by the Secured Party Lender under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Borrower shall indemnify, defend indemnify and hold the Secured Party Lender harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaimscounterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor Borrower to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract Borrower shall be and remain enforceable only against the Debtor Borrower and shall not be enforceable against the Secured PartyLender. Notwithstanding any provision hereof to the contrary, the Debtor Borrower shall at all times remain liable obligated to observe and perform all of its material respective duties and obligations under the Assigned Contracts, Contracts and the Secured PartyLender's exercise of any of its rights with respect to the Collateral shall not release the Debtor Borrower from any of such duties and obligations. The Secured Party Lender shall not be obligated to perform or fulfill any of the DebtorBorrower's duties or obligations under the Assigned Contracts or to make any payment thereunder, thereunder or to make any inquiry as to the nature or sufficiency of any payment or property Property received by it the Lender thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any performance or payment of any amounts, or any delivery of any propertyamounts due.

Assigned Contracts. The Debtor Upon the occurrence and during the continuance of an Event of Default, such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its material obligations under each of the its Assigned ContractsContracts constituting a Credit Card Agreement, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts constituting a Credit Card Agreement which would cause the termination of an Assigned Contract constituting a Credit Card Agreement. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially a material adverse effect upon, the full enforcement of all indemnification rights under the any of its Assigned ContractsContracts constituting a Credit Card Agreement. The Debtor Such Grantor shall notify the Secured Party Administrative Agent in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned ContractsContracts constituting a Credit Card Agreement, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Administrative Agent on all further material developments with respect thereto. The Debtor Such Grantor shall remit directly deposit into a Deposit Account at the Administrative Agent or subject to the Secured Party a Deposit Account Control Agreement for application to the Obligations Secured Obligations, in such order as accordance with Section 2.18 of the Secured Party shall determineCredit Agreement, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor such Grantor shall fail within two Business Days after the Secured Party's Administrative Agent’s demand to pursue diligently any right rights under the material any of its Assigned ContractsContracts constituting a Credit Card Agreement, or if upon the occurrence and during the continuance of an Event of Default then existsDefault, the Administrative Agent may, and at the direction of the Required Secured Party may Parties shall, directly enforce such right Grantor’s rights under any Assigned Contract in its the Administrative Agent’s own name on behalf of the Secured Parties, or the Debtor's in such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Administrative Agent or the Required Secured PartyParties, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the benefit of the Secured Party Parties under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Administrative Agent and the other Secured Party Parties harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Administrative Agent or the other Secured PartyParties. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Administrative Agent’s or any other Secured Party's ’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any other Secured Party shall not be obligated to perform or fulfill the Debtor's any of such Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Each Borrower shall fully perform all of ------------------ its obligations under each of the Assigned Contracts, Contracts and shall enforce all of its material rights and remedies thereunder as it deems appropriate in its business judgment, provided, however, that neither Borrower take any action or fail to -------- ------- take any action with respect to the Assigned Contracts that would result in a waiver or other loss of any material right or remedy of such Borrower thereunder. Without limiting the generality of the foregoing, the Debtor Borrowers shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor Except in the ordinary course of business, neither Borrower shall, without the Lender's prior written consent, modify, amend, supplement, compromise, satisfy, release, or discharge any of the Assigned Contracts, any collateral securing the same, any Person liable directly or indirectly with respect thereto, or any agreement relating to any of the Assigned Contracts or the collateral therefor. Each Borrower shall notify the Secured Party Lender in writing, promptly after the Debtor such Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it such Borrower for indemnification under any of the material Assigned Contracts, Contracts and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Lender on all further developments with respect thereto. The Debtor Each Borrower shall remit directly to the Secured Party Lender, for application to the Obligations in such order as the Secured Party shall determineLender determines, all amounts received by the Debtor such Borrower as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, the Secured Party may directly enforce such right in its own or the Debtor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor of such obligor or its successors. All obligations of the Debtor under an Assigned Contract shall be and remain enforceable only against the Debtor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor shall at all times remain liable to observe and perform all of its material duties and obligations under the Assigned Contracts, and the Secured Party's exercise of any of its rights with respect to the Collateral shall not release the Debtor from any of such duties and obligations. The Secured Party shall not be obligated to perform or fulfill the Debtor's duties or obligations under the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.the

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

Assigned Contracts. The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to If a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured PartyAgent's demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the Debtorsuch Grantor's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAgent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor Grantors, jointly and severally, shall indemnify, defend indemnify and hold the Secured Party Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Secured PartyAgent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor each Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyAgent's or any Lender's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Secured Party Neither the Agent nor any Lender shall not be obligated to perform or fulfill the Debtorany of such Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor Borrowers shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriatein each case, as determined solely by the Debtor, to permit, and it deems appropriate in its business judgment; provided that Borrowers shall not take any action which would have or fail to take any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments action with respect theretoto its Assigned Contracts that would cause the termination of an Assigned Contract (unless such action or failure to take such action was in the exercise of Borrowers’ business judgment). The Debtor Upon and during the continuance of an Event of Default, Borrowers shall remit directly to the Secured Party Agent for application to the Obligations in such order as the Secured Party Agent shall determine, all amounts received by the Debtor as indemnification or otherwise Borrowers pursuant to its Assigned Contracts. If Upon and during the Debtor continuance of an Event of Default, if any Borrowers shall fail after the Secured Party's demand to pursue diligently any right under the material an Assigned Contracts, or an Event of Default then exists, the Secured Party Agent may directly enforce such right in its own the Lenders’ or the Debtor's a Borrower’s name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Agent shall determine. In any Upon and during the continuance of an Event of Default, the Agent, in its own name or in the name of Borrower(s), may bring suit, proceeding proceeding, or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor of such obligor or its successors. All obligations of the Debtor Borrowers under an any Assigned Contract shall be and remain enforceable only against the Debtor Borrowers and shall not be enforceable against the Secured PartyAgent or Lenders. Notwithstanding any provision hereof to the contrary, the Debtor Borrowers shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Agent’s or Lenders’ exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor a Borrower from any of such duties and obligations. The Secured Party Lenders shall not be obligated to perform or fulfill the Debtor's a Borrower’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor (a) Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Such Grantor shall notify the Secured Party Administrative Agent and the Lenders in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Administrative Agent on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in If such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor Grantor shall fail after the Secured Party's Administrative Agent’s demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Administrative Agent may, and at the direction of the Required Secured Party may Parties shall, directly enforce such right in its own or the Debtor's such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Administrative Agent or the Required Secured PartyParties, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party Administrative Agent for the benefit of the Lenders under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Secured Party Administrative Agent and Lenders harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Secured PartyAdministrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured Party's Administrative Agent’s or any Lender’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Secured Party Neither the Administrative Agent nor any Lender shall not be obligated to perform or fulfill the Debtor's any of such Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor Such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Assigned Contract held by such Grantor and material to its business and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned ContractsContracts material to its business, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriatein each case, as determined solely by the Debtorit deems appropriate in its business judgment; provided however, to permit, and that such Grantor shall not take any action or fail to take any action with respect to Assigned Contracts material to such Grantor's business which would have cause the termination of such Assigned Contract. Such Grantor shall diligently use commercially reasonable efforts to pursue any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise right to a claim by it for indemnification under any Assigned Contract material to its business and, upon the request of the material Assigned ContractsCollateral Agent, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party Collateral Agent on all further material developments with respect thereto. The Debtor shall remit directly to Upon the Secured Party for application to occurrence of and during the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or continuance of an Event of Default then existsDefault, the Secured Party may Collateral Agent may, and at the direction of the Backstop DIP Lenders shall, directly enforce such right in its own or the Debtorsuch Grantor's name and may enter into such settlements or other agreements with respect thereto as the Secured PartyCollateral Agent or the Backstop DIP Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor of such obligor or its successors. All obligations of the Debtor under an Assigned Contract shall be and remain enforceable only against the Debtor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties 203367025 v9 and obligations under the its Assigned Contracts, and the Collateral Agent's or any Secured Party's exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Neither the Collateral Agent nor any Secured Party shall not be obligated to perform or fulfill the Debtorany of such Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. On the Closing Date, Seller shall assign to Buyer, and Buyer shall assume, the Assigned Contracts to the extent provided in this Agreement. The Debtor list of all Assigned Contracts is set forth in Schedule 1.3(a) hereto. To the extent that the assignment of all or any portion of any Assigned Contract shall fully perform require the consent of the other party thereto or any other third party, this Agreement shall not constitute an agreement to assign any such Assigned Contract if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, however, to seek to provide Buyer the full realization and value of every Assigned Contract of the character described in the immediately preceding sentence (i) as soon as practicable after the Closing, Seller and Buyer shall cooperate, in all of its obligations under each reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts, provided that neither Party shall be required to make any payments or agree to any material undertakings in connection therewith, and (ii) until all such consents are obtained or all such Assigned Contracts expire or are terminated, Seller and Buyer shall enforce cooperate, in all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtorreasonable respects, to permit, and shall not take any action which would have any materially adverse effect upon, provide to Buyer the full enforcement of all indemnification rights benefits under the Assigned Contracts. The Debtor shall notify Contracts (with Buyer entitled to all the Secured Party in writinggains and responsible for all the losses, promptly after the Debtor becomes aware thereofTaxes, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, the Secured Party may directly enforce such right in its own or the Debtor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, shall determineliabilities and/or obligations thereunder). In any suitconnection with clause (ii) of this Section 1.3(a), proceeding or action brought if requested in writing by the Secured Party under any Assigned Contract for any sum owing thereunder or Buyer, Seller shall, at Buyer’s cost and expense, seek to enforce any provision thereof, for the Debtor shall indemnify, defend and hold the Secured Party harmless from and against benefit of Buyer all expense (including without limitation Attorney Costs), loss claims or damage suffered by reason rights of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder Seller arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor of such obligor or its successors. All obligations of the Debtor under an Assigned Contract shall be and remain enforceable only against the Debtor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor shall at all times remain liable to observe and perform all of its material duties and obligations under the Assigned Contracts, and the Secured Party's exercise Buyer shall perform and comply with, at Buyer’s cost, all of any of its rights with respect to the Collateral shall not release the Debtor from any of such duties and obligations. The Secured Party shall not be obligated to perform or fulfill the Debtor's duties or Seller’s obligations under the Assigned Contracts or to make any payment as if Buyer was Seller thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

Assigned Contracts. The Debtor If requested by the Administrative Agent, such Grantor will use commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any Assigned Contract held by such Grantor and to enforce the security interests granted hereunder. Such Grantor shall fully perform all of its obligations under each of the its Assigned Contracts, and shall enforce all of its material rights and remedies thereunder, in each case, as it deems appropriate in its business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the foregoing, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Such Grantor shall notify the Secured Party Administrative Agent and the Lenders in writing, promptly after the Debtor such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Administrative Agent on all further developments with respect thereto. The Debtor Such Grantor shall remit directly deposit into a Deposit Account subject to the Secured Party for application to the Obligations in such order as the Secured Party shall determinea Deposit Account Control Agreement, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor such Grantor shall fail after the Secured Party's Administrative Agent’s demand to pursue diligently any right under the material its Assigned Contracts, or if an Event of Default then exists, the Secured Party may Administrative Agent may, and at the direction of the Required Lenders shall, directly enforce such right in its own or the Debtor's such Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Secured PartyAdministrative Agent or the Required Lenders, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the benefit of the Secured Party Parties under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Administrative Agent and Secured Party Parties harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor favour of such obligor or its successors. All such obligations of the Debtor under an Assigned Contract such Grantor shall be and remain enforceable only against the Debtor such Grantor and shall not be enforceable against the Administrative Agent or the Secured PartyParties. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Administrative Agent’s or any Secured Party's ’s exercise of any of its their respective rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Neither the Administrative Agent nor any Secured Party shall not be obligated to perform or fulfill the Debtor's any of such Grantor’s duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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

Assigned Contracts. The Debtor Each Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder; provided, however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of a material Assigned Contract. Notwithstanding the foregoing sentence, each Grantor may take such action as is appropriate in a good faith dispute with respect to an Assigned Contract (including electing not to comply with the terms of an Assigned Contract). Without limiting the generality of the foregoingthis Section, the Debtor such Grantor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the its Assigned Contracts. The Debtor Each Grantor shall notify the Secured Party Purchaser in writing, promptly after the Debtor any Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of the material its Assigned Contracts, and shall diligently pursue, as it deems appropriate, pursue such right and report to the Secured Party Purchaser on all further developments with respect thereto. The Debtor If an Event of Default has occurred and is continuing, each Grantor shall remit directly to the Secured Party Purchaser for application to the Obligations to Purchaser in such order as the Secured Party Purchaser shall determine, all amounts received by the Debtor such Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then existshas occurred and is continuing, the Secured Party Purchaser may directly enforce such right in its own or the Debtorsuch Grantor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, Purchaser shall determine. In any suit, proceeding or action brought by the Secured Party Purchaser under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor such Grantor shall indemnify, defend indemnify and hold the Secured Party Purchaser harmless from and against all expense (including without limitation Attorney Costs)expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor such Grantor to or in favor of such obligor or its successors. All obligations of the Debtor under an Assigned Contract shall be and remain enforceable only against the Debtor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor such Grantor shall at all times remain liable to observe and perform all of its material duties and obligations under the its Assigned Contracts, and the Secured PartyPurchaser's exercise of any of its rights with respect to the Collateral shall not release the Debtor such Grantor from any of such duties and obligations. The Secured Party Purchaser shall not be obligated to perform or fulfill the Debtorany of such Grantor's duties or obligations under the its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

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