Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each the Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) ); provided that, if any the Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged assigned pursuant to a duly authorized, executed and delivered, valid and effective charge assignment of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge Assignment of KfW Refund Guarantees”).

Assignment of Contracts. (a) On the Tranche A Initial Borrowing Date, the Borrower Breakaway One shall have duly authorized, executed and delivered a valid and effective second-priority (junior only to the Liens of the secured creditors under the Breakaway One Facility and pari passu with the Liens of the secured creditors under the Other Term Loan Facility) legal assignment by way of security in favor of the Collateral Agent of all of the BorrowerBreakaway One’s present and future interests in and benefits under (x) the Vessel 1 Construction Contract, (y) each the Refund Guarantee Guarantees in respect of Vessel 1 and (z) the any and all Construction Risk Insurance Insurances in respect of Vessel 1 (it being understood that the Borrower Parent and/or Breakaway One will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance Insurances accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Annex 1 to Part 3 of Schedule 2 to the Vessel 1 Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee Guarantees in respect of Vessel 1 and none of the Construction Risk Insurances will have been issued on the Tranche A Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J I-1 hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and the Borrower Breakaway One and customary for transactions of this typetype (as modified, supplemented or amended from time to time, the “Vessel 1 Assignment of Contracts”), along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to by such Exhibit or otherwise agreed by the Borrower Breakaway One and the Facility Agent)) appropriate notices and consents relating thereto, including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) 5.06; provided that, if any the Refund Guarantee issued to the Borrower Breakaway One on the Initial Borrowing Date (under and as defined in the Breakaway One Facility) shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged assigned pursuant to a duly authorized, executed and delivered, valid and effective charge second-priority (junior only to the Liens of any such the secured creditors under the Breakaway One Facility and pari passu with the Liens of the secured creditors under the Other Term Loan Facility) legal assignment of Refund Guarantee in the form of Exhibit Q O-1 hereto or otherwise in a form reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge Vessel 1 Assignment of KfW Refund Guarantees”); and (b) On the Tranche B Initial Borrowing Date, Breakaway Two shall have duly authorized, executed and delivered a valid and effective second-priority (junior only to the Liens of the secured creditors under the Breakaway Two Facility and pari passu with the Liens of the secured creditors under the Other Term Loan Facility) legal assignment in favor of the Collateral Agent of all of Breakaway Two’s present and future interests in and benefits under (x) the Vessel 2 Construction Contract, (y) the Refund Guarantees in respect of Vessel 2 and (z) any and all Construction Risk Insurances in respect of Vessel 2 (it being understood that the Parent and/or Breakaway Two will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurances accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Annex 1 to Part 3 of the Vessel 2 Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantees in respect of Vessel 2 and none of the Construction Risk Insurances will have been issued on the Tranche B Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit I-2 hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and Breakaway Two and customary for transactions of this type (as modified, supplemented or amended from time to time, the “Vessel 2 Assignment of Contracts” and together with the “Vessel 1 Assignment of Contracts”, the “Assignments of Contracts”), along with (to the extent incorporated into or required by such Exhibit or otherwise agreed by Breakaway Two and the Facility Agent) appropriate notices and consents relating thereto, including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.06; provided that, if the Refund Guarantee issued to Breakaway Two on the Initial Borrowing Date (under and as defined in the Breakaway Two Facility) shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be assigned pursuant to a duly authorized, executed and delivered, valid and effective second-priority (junior only to the Liens of the secured creditors under the Breakaway Two Facility and pari passu with the Liens of the secured creditors under the Other Term Loan Facility) legal assignment of Refund Guarantee in the form of Exhibit O-2 hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Vessel 1 Assignment of KfW Refund Guarantees” and together with the Vessel 1 Assignment of KfW Refund Guarantee, the “Assignments of KfW Refund Guarantees”).

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits ​ -66- ​ ​ under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each the Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) ); provided that, if any the Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged assigned pursuant to a duly authorized, executed and delivered, valid and effective charge assignment of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with ​ ​ -60- ​ ​ ​ appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge Assignment of KfW Refund Guarantees”).

Assignment of Contracts. On (i) Assignment of Ground Lease; (j) the Initial Borrowing DatePelham Ground SubLease; (k) The Pelham Non-Disturbance; (l) Assignment of Leases; (m) General Assignment (n) Pelham Ground Lease Estoppel/ Recognition in form and substance satisfactory to Purchaser; (o) Estoppel from Board of Managers of the Condominium for identified on Schedule 3 hereto as Ridgewood; and (p) Such other documents as Purchaser has in this Agreement agreed to deliver at Closing or that are necessary and appropriate in the consummation of this transaction. The acceptance of the Deed by Purchaser shall be deemed to be full performance and discharge of any and all obligations on the part of Sellers to be performed pursuant to the provisions of this Agreement, except where such agreements and obligations are specifically stated to survive. For the Borrower avoidance of doubt, for purposes of this Article 9, in the event that, at least two (2) business days prior to the Closing, Purchaser has elected the Pelham Termination Right and/or the Pelham Adjournment Right, on the one hand, or the Ozone Park Termination Right and/or the Ozone Park Adjournment Right, on the other hand, as applicable, under Article 15 hereof, then neither Seller or Purchaser shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor any obligation to deliver any of the Collateral Agent of aforementioned deliverables pertaining to the Pelham Property, on the one hand, or the Ozone Park Property, on the other hand, respectively, as the case may be; provided, however, that all of the Borrower’s present and future interests in and benefits under (x) other aforementioned deliverables for the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts remaining Properties shall be delivered at or prior to have the underwriters Closing of the Construction Risk Insurance accept other Properties, in accordance hereunder. To the extent, however, after the Closing of all the other Properties, that pursuant to Article 15, Purchaser subsequently elects to close on the sale of either the Ozone Park Property or 25| P a g e LEGAL_US_E # 101661756.3 the Pelham Property, individually, or together, as applicable, then Seller and endorse on Purchaser shall each deliver such insurance policy a loss payable clause substantially applicable closing documents, in the form set forth in Part 3 of Schedule 2 accordance with Section 9.4 or 9.5 hereunder, as applicable, pertaining to the Assignment sale of Contracts either (as defined below)or both) respective Property(ies) and such sale or sales shall otherwise be conducted in accordance with this Article 9 on a “one-off” basis, and it being further understood that certain the terms and provisions of this Agreement shall govern the Refund Guarantee parties obligations thereto. In the event such “one-off” Closing occurs for either the Pelham Property or the Ozone Park Property, or both, as the case may be, dates in this Agreement relating to the parties’ post-closing obligations (i.e., true-up and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment survival period) shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable proportionately adjusted to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to reflect such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)differing closing dates.

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each the Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those ​ ​ acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) ); provided that, if any the Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged assigned pursuant to a duly authorized, executed and delivered, valid and effective charge assignment of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge Assignment of KfW Refund Guarantees”).

Assignment of Contracts. On (a) Prior to the Initial Borrowing DateClosing, the Borrower shall have duly authorizedSellers, executed at their sole cost and delivered expense, will cause CPT LogCo, LLC (“LogCo LLC”) to assign and transfer to CP Realty, or to such other entity designated in writing by Buyer prior to the Closing, via a valid form of assignment and effective assignment by way assumption agreement in form and substance reasonably acceptable to the Buyer (“LogCo Assignments”), all of security in favor LogCo LLC’s rights and obligations under, and interest in, each of the Collateral Agent of all of following documents to the Borrower’s present extent first arising from and future interests in and benefits under after the Closing Date (x) the Construction ContractCaddo Pulpwood Supply Agreements and the Caddo Sawtimber Supply Agreements to which each LogCo LLC is a party, and (y) each Refund Guarantee and any other Contract, including the Office Lease, and/or Licenses (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts extent assignable) and Permits to which LogCo LLC a party which is primarily related to the conduct the Business as heretofore conducted (as defined belowsuch assignments, collectively, the “LogCo Agreements”), (ii) CP Parent LP to assign and it being further understood that certain of transfer to such entity designated in writing by the Refund Guarantee Buyer prior to the Closing and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date)approved by IP and GP in accordance with Section 7.7, which assignment shall be substantially in the via a form of Exhibit J hereto or otherwise assignment and assumption agreement in form and substance reasonably acceptable to the Lead Arrangers Buyer, all of CP Parent LP’s rights and obligations under, and interest in the Borrower Caddo Pulpwood Supply Agreements and customary for transactions of this typeCaddo Sawtimber Supply Agreements to which CP Parent LP is a party, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by first arising from and after the Borrower and Closing Date (together, with the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to timeLogCo Assignments, the “Assignment LogCo and CP Parent LP Assignments”), and (iii) the Original Master Stumpage Agreements to be terminated (the “LogCo Terminations”). (b) To the extent that any LogCo Assignments require the consent of Contracts”) provided thata third Person under any LogCo Agreement, and such consent has not been obtained prior to the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. Upon the request of the Buyer, Seller shall use its commercially reasonable efforts after the Closing Date to obtain, or cause such LogCo LLC to obtain, such required consents as promptly as possible. If any such consent shall not be obtained or if any such attempted assignment would be ineffective or would impair the Buyer’s rights under this Agreement or any of the LogCo Agreements so that the Buyer will not receive the benefit of all such rights following the Closing, the Sellers, shall after the Closing Date act as the Buyer’s agent, if any Refund Guarantee issued legally permissible, in a commercially reasonable manner to obtain the benefits thereunder and shall cooperate with the Buyer to provide such benefits to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbHBuyer; provided, then such Refund Guarantee shall be charged pursuant to a duly authorizedhowever, executed and delivered, valid and effective charge of any such Refund Guarantee that notwithstanding anything in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable this Section 6.9(b) to the Lead Arrangers and contrary, (a) the Borrower and customary Buyer shall pay or satisfy the corresponding liabilities for transactions the enjoyment of this type, along with appropriate notices and consents relating thereto (such benefits to the extent incorporated into the Buyer, the Company or required pursuant the Subsidiaries would have been responsible therefor if such consent or approval had been obtained, (b) neither the Sellers nor the Buyer shall be obligated to such Exhibit pay any fees, costs or consideration, or incur any liability that is not otherwise agreed reimbursed by the Borrower Buyer, to any Person from whom any such consent is requested, (b) the Sellers shall not be obligated to file or make any claim or institute legal proceedings against any third party and (c) the Facility Agent) (as modified, supplemented Seller shall not be obligated to enter into any alternative arrangements that would result in a breach of any LogCo Agreement or amended from time to time, the “Charge of KfW Refund Guarantees”)not permissible by Law.

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed Seller and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood Buyer acknowledge that certain of the Refund Guarantee Contracts to be assigned to Buyer require consents from third parties hereto prior to assignment to Buyer. Seller and none Buyer agree that although such Non-Assignable Contracts may not be assigned as of the Construction Risk Insurances will Closing Date, such non-assignment shall not constitute a breach of Seller's obligations under this Agreement; provided that Seller: (A) uses its best efforts to obtain any necessary consents within a reasonable time after the Closing; (B) upon receipt of all necessary consents to assign the Non-Assignable Contracts, executes an assignment agreement with Buyer assigning Seller's rights in and to such Non-Assignable Contracts to Buyer; (C) during the period on and from the Closing Date until the date of assignment of each such Non-Assignable Contract, Seller, at Buyer's option, shall enter into a lock-box agreement, satisfactory to Buyer, which shall (i) designate to each payee under such Non-Assignable Contracts a lock-box address for delivery of all payments due under such Non-Assignable Contracts, (ii) designate Buyer as agent for Seller to maintain the lock-box and to collect and deposit all checks or other payments from the payees under such Non-Assignable Contracts in accordance with the terms and conditions of the Non-Assignable Contracts, and (iii) be irrevocable without the mutual written consent of Buyer and Seller, until all such Non-Assignable Contracts have been issued on assigned to Buyer; and (D) cause any and all monies payable to Seller under any Non-assignable Contract to be delivered to Buyer promptly upon receipt, hold all Non-Assignable Contracts as agent of Buyer in trust for the Initial Borrowing Date)benefit of Buyer, which assignment cooperate with Buyer in any lawful arrangement to provide that Buyer shall be substantially in receive the form benefits under any Non-Assignable Contract, and enforce and perform for the account of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions Buyer any rights of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended Seller arising from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEXNon-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)Assignable Contract.

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of Matrix agrees to assign to Purchaser all of the Borrower’s present its rights, title and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially interest in the form set forth leases, subleases, agreements or contracts identified in Part 3 of Schedule 2 to Exhibit “B”, attached hereto and made a part hereof (the Assignment of Contracts (as defined below“Contracts”), pursuant to an Assignment and it being further understood that certain Assumption of the Refund Guarantee Leases and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall Contracts to be executed by Matrix and Purchaser substantially in the form of Exhibit J “C” hereto or otherwise reasonably acceptable and made a part hereof (the “Assignment and Assumption”). Matrix shall use its commercially reasonable efforts to the Lead Arrangers and the Borrower and customary for transactions of this typeassist Purchaser, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to timetime reasonably requested by Purchaser, to enable Purchaser to enjoy the benefit of such Contracts. Purchaser specifically acknowledges and agrees that one or more of such Contracts may require notice to, the “Assignment of Contracts”) provided thatconsent of, if any Refund Guarantee issued to the Borrower acknowledgment by, or other action on the Initial Borrowing part of, a third party or third parties in order for such Contract to be legally, validly or otherwise properly assignable from Matrix to Purchaser (any such notice, consent, acknowledgement or other action being referred to herein as a “Contract Assignment Issue”). Purchaser shall use its commercially reasonable efforts in order to resolve any Contract Assignment Issues, without further cost to Matrix, on or before the 60th day following the Closing Date (as defined below); and in connection therewith, shall have been issued by KfW IPEX-Bank GmbHuse its commercially reasonable efforts to (A) secure the release of Matrix from any further liability or obligation under each such Contract and (B) secure the release of any and all security and other deposits of Matrix. If Purchaser is unable to secure the release of any security deposits and other deposits within thirty (30) days from the Closing Date, then Purchaser shall promptly reimburse Matrix for those deposits. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR ANY OTHER AGREEMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT: (A) THE ASSIGNMENT BY MATRIX OF THE CONTRACTS IS ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS, AND MATRIX MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN REGARDS TO ANY SUCH CONTRACT; AND (B) AS BETWEEN MATRIX, ON THE ONE HAND, AND PURCHASER, ON THE OTHER HAND - ANY AND ALL RISKS, LIABILITIES AND OBLIGATIONS ASSOCIATED WITH OR RELATING TO ANY CONTRACT ASSIGNMENT ISSUES ARE HEREBY ALLOCATED AND REST ON PURCHASER, AND NOT ON MATRIX. Purchaser further acknowledges and agrees that a material part of the consideration of Matrix in connection with the transactions contemplated by this Agreement is the assumption by Purchaser of any obligations and liabilities associated with any Contract Assignment Issues, as further described in Section 1.5 hereof, and the corresponding agreement by Purchaser, Parent and Guarantor to indemnify and defend Matrix against such Refund Guarantee shall be charged Contract Assignment Issues, as further described in Section 8.2 hereof. Matrix Capital Bank, an affiliate of Seller (“MCB”), pursuant to a duly authorized, executed that Xxxx of Sale and delivered, valid and effective charge Assumption Agreement of any such Refund Guarantee even date herewith substantially in the form of Exhibit Q “D” hereto or otherwise in and made a form reasonably acceptable part hereof (the “BSA Agreement”), has agreed to assign and convey to Seller certain agreements and contracts to Purchaser (the “MCB Contracts”). Pursuant to the Lead Arrangers and the Borrower and customary for transactions of this typeBSA Agreement, along with appropriate notices and consents relating thereto (MCB shall use its commercially reasonable efforts to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (assist Purchaser, as modified, supplemented or amended from time to timetime reasonably requested by Purchaser, to enable Purchaser to enjoy the benefit of such MCB Contracts. Purchaser specifically acknowledges and agrees that one or more of such MCB Contracts may require notice to, the consent of, acknowledgment by, or other action on the part of, a third party or third parties in order for such MCB Contract to be legally, validly or otherwise properly assignable from MCB to Purchaser (any such notice, consent, acknowledgement or other action being referred to herein as a “Charge of KfW Refund GuaranteesMCB Contract Assignment Issue”). Pursuant to the BSA Agreement, Purchaser shall use its commercially reasonable efforts in order to resolve any MCB Contract Assignment Issues, without further cost to MCB, on or before the 60th day following the Closing Date (as defined below); and in connection therewith, shall use its commercially reasonable efforts to (A) secure the release of MCB from any further liability or obligation under each such MCB Contract and (B) secure the release of any and all security and other deposits of MCB. If Purchaser is unable to secure the release of any security deposits and other deposits within thirty (30) days from the Closing Date, then Purchaser shall promptly reimburse MCB for those deposits. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE BSA AGREEMENT OR ANY OTHER AGREEMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT OR THE BSA AGREEMENT: (A) THE ASSIGNMENT BY MCB OF THE MCB CONTRACTS AND THE RIGHTS ASSOCIATED THEREWITH IS ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS, AND MCB MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN REGARDS TO ANY SUCH CONTRACT, INCLUDING WITHOUT LIMITATION (1) AS TO ANY PERSONAL PROPERTY, EQUIPMENT, INVENTORY OR FIXTURES COMPRISING A PART OF THE ASSETS, (2) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (3) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (D) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (E) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO PERSONAL PROPERTY, EQUIPMENT, FIXTURES OR ANY OTHER ASSET. AS BETWEEN MCB, ON THE ONE HAND, NAD PURCHASER, ON THE OTHER HAND - ANY AND ALL RISKS, LIABILITIES AND OBLIGATIONS ASSOCIATED WITH OR RELATING TO ANY CONTRACT RIGHTS ASSIGNMENT ISSUES THAT ARISE AFTER THE CLOSING DATE ARE HEREBY ALLOCATED AND REST ON PURCHASER, AND NOT ON MCB.