Indemnification by Assignee. Assignee hereby agrees to save, defend, indemnify and hold harmless Assignor from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”), to which it may become subject as a result of any claim, demand, action or other proceeding by any person to the extent such Losses arise out of: # the negligence or willful misconduct of Assignee, its Affiliates, Licensees and/or their respective officers, directors, employees, consultants and agents; # the breach by Assignee of any warranty, representation, covenant or agreement made by Assignee in this Agreement; or # the development, manufacture, use, handling, storage, sale or other disposition of any Product by or on behalf of Assignee or Licensees; in each case, except to the extent such Losses result from the gross negligence or willful misconduct of Assignor or the breach by Assignor of any warranty, representation, covenant or agreement made by Assignor in this Agreement.

Termination by Assignee At Will. Assignee shall have the right to terminate this Agreement at will at any time upon […​…] written notice to Assignor.

any assignee that becomes a Lender in accordance with the provisions of [Section 8.07] of the Credit Agreement may rely on this opinion as if addressed and delivered to such assignee on the date hereof; provided that each prospective assignee or assignee of any Lender may be shown this opinion, except that such prospective assignee or assignee may not rely on this opinion unless and until such prospective assignee or assignee becomes a Lender in accordance with the provisions of [Section 8.07] of the Credit Agreement.

Upon delivery in executed form by Assignee to Assignor, this Agreement shall have been duly executed and delivered by Assignee and have become the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms; and

concurrent assignments from members of an Assignee Group to a single Assignee (or to an Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

at the reasonable request and cost of the Assignee to provide to the Assignee such assistance as the Assignee may reasonably require, including but not limited to

“Eligible Assignee” means any assignee permitted pursuant to [Section 10.07(b)]; provided that Eligible Assignee shall not include the Borrower or any of the Parent’s Affiliates or Subsidiaries.

Mutual Representations and Warranties. Assignee represents and warrants to Assignor that: # Assignee is duly authorized to execute and deliver this Agreement and to perform Assignee’s obligations hereunder; and # this Agreement is legally binding upon Assignee, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignee is a party or by which Assignee may be bound. Assignor represents and warrants that this Agreement is legally binding upon Assignor, enforceable in accordance with its terms and does not conflict with any agreement, instrument or understanding, oral or written, to which Assignor is a party or by which Assignor may be bound.

Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information relating to the Company furnished to such Lender; provided that, prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall be subject to the same confidentiality agreement as are the Lenders.

no Disqualified Lender shall qualify as an Eligible Assignee, and # neither Borrower nor any Affiliate of Borrower shall qualify as an Eligible Assignee.