Common use of Certain Material Agreements Clause in Contracts

Certain Material Agreements. Within one hundred eighty (180) days following the Closing Date, the Borrower shall use commercially reasonable efforts assign all of its rights and obligations under each Material Agreement listed on Schedule 7.13(j) to the applicable Subsidiary Guarantor listed on such schedule, and shall provide evidence to the Agent of such assignment; provided that no such assignment shall be required (x) to the extent the Borrower, in its business or commercial judgment, believes that such Material Agreement cannot be assigned without such assignment giving rise to federal, state or other governmental regulatory, legal, compliance or commercial risks or concerns or (y) as otherwise agreed by the Agent in writing; provided, further, that if the Borrower’s board of directors (the “Board”) determines that the Borrower’s performance of the covenant contained in this Section 7.13(j) would be inconsistent with the Board’s fiduciary duties under applicable Law, this Section 7.13(j) shall not apply.