Certain Agreements. The Technology Transfer Requirements includes a list of key statements of work between LogicBio and Third Party service providers that relate to the activities under this Agreement. LogicBio agrees to ​ to # ​ and # ​. The Parties acknowledge that ​. For the avoidance of doubt, except ​, LogicBio shall have no obligation to ​.

Certain Agreements. Without the prior written consent of the Administrative Agent and the Majority Group Agents, the Seller will not (and will not permit any Originator or the Servicer to) amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Director” (as such term is used in the Seller’s Certificate of Formation and Limited Liability Company Agreement).

Certain Agreements. No Borrower will amend, modify, waive, revoke or terminate (or permit or cause any change to) any Transaction Document to which it is a party (except in accordance with the terms of such Transaction Document) or any provision of such Borrower’s organizational documents which requires the consent of the “Independent Director” (as defined in such Borrower’s operating agreement).

Certain Property Agreements. Except as shown in the applicable Title Commitment and applicable Leases, neither Seller nor its respective Company has granted any, and to such Seller’s knowledge, there are no, right of way agreements, ingress/egress agreements, easement agreements, access agreements, parking agreements or other agreements affecting such Seller’s respective Company’s Property or involving off‑site facilities serving such Property.

Certain Material Agreements. The Corporation will not enter into any agreement out of the ordinary course of business including, without limitation, any license, distribution, joint venture or similar agreement if the effect of such agreement would be # to divest the Corporation of control over, or to transfer to another person the benefits of, a material amount (in relation to the Corporation’s then consolidated results of corporations, financial condition or prospects) of the Corporation’s assets or business or # cause a material change in the nature of the Corporation’s business, as presently conducted, or contemplated to be conducted in the future, whether directly or indirectly.

Termination of Certain Agreements. Before the Closing, Seller will take all actions necessary to terminate as of the Effective Time, and will cause to be terminated as of the Effective Time, each Affiliate Contract, including the Contracts listed on Section 7.5 of the Disclosure Schedule (collectively, the “Terminated Agreements”), in each case without any further Liability to the Company or the Company Subsidiaries.

Certain Agreements on Receivables. Following notice from Secured Party after an Event of Default has occurred and is continuing, Grantor will not make or agree to make any material discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except in accordance with its present policies and in the ordinary course of business.

Other than with respect to Permitted Modifications, no Borrower will, or will permit any Subsidiary to, directly or indirectly, amend, terminate or otherwise modify any Material Contract or any the Lease, without Lender’s prior written consent (which Lender may give or withhold in Lender’s sole discretion), which amendment, termination or modification in any case:

Prior Agreements; Certain Reductions. The Plan Administrator will reduce a Participant’s benefits under the Plan by any other statutory severance obligations or contractual severance benefits, obligations for pay in lieu of notice, and any other similar benefits payable to the Participant by the Company of an Affiliate that are due in connection with the Participant’s Qualifying Termination and that are in the same form as the benefits provided under the Plan (e.g., equity award vesting credit). Without limitation, this reduction includes a reduction for any benefits required pursuant to # any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the “WARN Act”), # a written employment, severance or equity award agreement with the Company of an Affiliate, # any Company or Affiliate policy or practice providing for the Participant to remain on the payroll for a limited period of time after being given notice of the termination of the Participant’s employment, and # any required salary continuation, notice pay, statutory severance payment, or other payments either required by local law, or owed pursuant to a collective labor agreement, as a result of the termination of the Participant’s employment. The benefits provided under the Plan are intended to satisfy, to the greatest extent possible, and not to provide benefits duplicative of, any and all statutory, contractual and collective agreement obligations of the Company and its Affiliates in respect of the form of benefits provided under the Plan that may arise out of a Qualifying Termination, and the Plan Administrator will so construe and implement the terms of the Plan. Reductions may be applied on a retroactive basis, with benefits previously provided being recharacterized as benefits pursuant to the Company’s or an Affiliate’s statutory or other contractual obligations. The payments pursuant to the Plan are in addition to, and not in lieu of, any unpaid salary, bonuses or employee welfare benefits to which a Participant may be entitled for the period ending with the Participant’s Qualifying Termination.

Agreements. Each of Holdings, the Company and the Guarantors agrees with each Initial Purchaser that: