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 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 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 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 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 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 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 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 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 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.

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 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 Xxxxxx's costs and expenses in connection therewith, shall be applied to the Obligations in such order as the Agent determines. In any suit, proceeding or action brought by the 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 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 Each Borrower shall fully perform all of its obligations under each of the such Borrower's Assigned Contracts, and shall enforce all of its material rights and remedies thereunder as it deems appropriate in its business judgment; provided, however, that no Borrower shall take any action or fail to take any action with respect to its Assigned Contracts which 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 each 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 No Borrower shall, without the Agent's 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. Each Borrower shall notify the Secured Party Agent 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 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 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 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.its

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 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 the Borrower shall not 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 thereunder. 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 Assigned Contracts. Except in the ordinary course of business, the Borrower shall not, 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. The Debtor Borrower shall notify the Secured Party Lender in writing, promptly after the Debtor Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it the 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 Borrower shall remit directly to the Secured Party Lender during the continuation of an Event of Default for application to the Obligations 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 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 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 To the best knowledge of its obligations under each Seller, Seller will receive no valid and subsisting contracts as part of the Assigned ContractsPurchased Assets, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality as further described in Section 3.06 of the foregoingDisclosure Schedules. If any contract(s) and/or contract right(s) are, in fact, included in the Debtor shall take all action reasonably necessary or appropriate, as determined solely Collateral acquired 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 Seller pursuant to the Secured Party on all further developments with respect thereto. The Debtor NYUCC 9-620 foreclosure it intends to conduct, then such contracts and contract rights shall remit directly to NOT be included in 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 Purchased Assets and shall not be enforceable against assigned to and assumed by Buyer (the Secured Party"Assigned Contracts") unless the Buyer expressly requests the same in a written request within 15 days after the Closing and Seller consents thereto, whereupon any such contract(s) and contract rights(s) shall be assigned to and assumed by Buyer. Notwithstanding Buyer recognizes and acknowledges that [***] was substantially inactive in performing and managing its Business for more than the past one year and that certain events may have occurred or failed to occur which may negatively have affected or may affect the Assigned Contracts and/or rights of Seller (as successor to [***] therein; however, Buyer understands and will accept any provision hereof such Assigned Contracts that it requests on an "as-is" basis, in their respective then existing condition(s) as of the Closing Date. In light of the fact that the Purchased Assets conveyed hereunder were formerly a part of the Collateral and that Seller has acquired such Collateral as forms a part of the Purchased Assets pursuant to Seller's rights to accept the same as a secured party under the NYUCC, including without limitation NYUCC 9-620, no discrepancy in the validity or enforceability of the Assigned Contracts from the state of facts represented by Seller herein or hereafter shall constitute or comprise, in whole or in part, a breach of any Seller 's warranty, representation or covenant hereunder, nor shall non-delivery to Buyer of any assignment of such an Assigned Contract be deemed a failure of Seller to make delivery of any Seller's Deliverable(s) required hereunder. To the knowledge of Seller, Section 3.06 of the Disclosure Schedules sets forth Seller's information about the possible type and kind of contract(s) and/or contract right(s), if any, that Seller may acquire pursuant 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 said foreclosure . [***] Confidential treatment has been requested with respect to the Collateral shall not release the Debtor from any of such duties and obligationsomitted language. The Secured Party shall not be obligated to perform or fulfill omitted language has been separately filed with 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 propertySecurities and Exchange Commission.

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 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 Xxxxxx’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 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 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. 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 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 Borrower shall not 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 Borrower thereunder. 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 Assigned Contracts. The Debtor Except in the ordinary course of business, Borrower shall not, without the Agent's and the Majority Lenders' 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. Borrower shall notify the Secured Party Agent in writing, promptly after the Debtor Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it 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 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 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 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 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 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 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 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 Agent's and the Majority Lenders' 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 Agent in writing, promptly after the Debtor such Xxxxxxxx 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 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 in such order as the Secured Party Majority Lenders shall determine, 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 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 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 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 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 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 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 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 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 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 Agent's and the Majority Lenders' 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 Agent 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 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 in such order as the Secured Party Majority Lenders shall determine, 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 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 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 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, 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 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 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 Administrative 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 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 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 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 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 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. 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 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. 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. 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 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 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. 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. 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 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 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 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 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 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 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 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 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 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 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 116 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 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 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 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 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 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 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 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 Without limiting any Borrower's right to reject or not perform any Assigned Contract in the exercise of its business judgment, each Grantor shall fully perform in all material respects all of its obligations under each of the Assigned ContractsContracts to which it is a party, 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 which would cause the termination of any Assigned Contract material to its business. 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 any Assigned ContractsContract material to its business. 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 in the exercise of its business judgment and report to the Secured Party Agent and Lenders on all further developments with respect thereto. The Debtor Each Grantor shall deposit into the Payment Account or remit directly to the Secured Party Agent for application to the Obligations in such order as accordance with Section 3.6 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 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 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 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.. Fortress/XX Xxxxxxxxxx XX Holdings, LLC/XX Xxxxxxxxxx XX, LLC Pledge and Security Agreement

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 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 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 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 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 Seller shall fully perform all use its commercially reasonable efforts to obtain any consent, approval or amendment required to novate and/or assign any Contract included in the Acquired Assets, provided that Seller shall not be required to pay in excess of $100,000 per contract in connection therewith unless otherwise agreed by the parties. Seller shall keep Purchaser reasonably informed from time to time of the status of the foregoing and Purchaser shall cooperate with Seller in this regard. To the extent that the rights of Seller or any of its obligations Subsidiaries under each any Contract included in the Acquired Assets, or under any other Acquired Asset to be assigned to Purchaser hereunder, may not be assigned without the consent of another Person which has not been obtained prior to the Closing, neither this Agreement nor any of the Assigned Contracts, and Instruments of Transfer shall enforce all of its material rights and remedies thereunderconstitute an agreement to assign the same if an attempted assignment would be unlawful. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary If any such consent has not been obtained or appropriate, as determined solely by the Debtor, to permit, and shall not take if any action which attempted assignment would have any materially adverse effect upon, the full enforcement of all indemnification be ineffective or would impair Purchaser's rights under the Assigned Contracts. The Debtor shall notify instrument in question so that Purchaser would not acquire the Secured Party in writingbenefit of all such rights, promptly after the Debtor becomes aware then Seller or a Subsidiary thereof, of any event or fact which could give rise as applicable, to a claim the maximum extent permitted by it Applicable Law and the instrument, shall act as Purchaser's agent in order to obtain for indemnification under any of Purchaser the material Assigned Contracts, benefits thereunder and shall diligently pursuecooperate, as it deems appropriate, such right and report to the Secured Party on all further developments maximum extent permitted by Applicable Law and the instrument, with respect thereto. The Debtor shall remit directly Purchaser in any other reasonable arrangement designed to provide such benefits (and the Secured Party for application corresponding burdens) 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 Purchaser (including without limitation Attorney Costsby entering into an equivalent arrangement), 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 Except with respect to the Collateral exercise of the rights under any such unassigned Contract at the direction of the Purchaser, the Seller and its Subsidiaries shall not release have no obligation to pay, perform or discharge any obligations under any such unassigned Contract after the Debtor from Closing. Any failure so to obtain for Purchaser the benefits under any such Acquired Assets shall result in the payment by Seller to Purchaser of an amount equal to the value 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 propertyAcquired Asset.