Common use of Collateral Assignment Clause in Contracts

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions (with such changes as may be reasonably requested by Lenders): (a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) Impediments to the cure plan or its development; (iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender shall have the right to cure an Event of Default on behalf of Seller, only if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (d) Lender shall have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender shall receive prior written notice of and the right to approve material amendments to this Agreement, which approval shall not be unreasonably withheld, delayed or conditioned; (f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) Cause such Event of Default to be cured, or (ii) Not assume this Agreement; (g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and (h) Subject to Lender’s cure of any Events of Defaults under this Agreement required to be cured in accordance with Section 14.2(f), (i) if this Agreement is rejected in Seller’s bankruptcy or otherwise terminated in connection therewith, Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, or its designee must, promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to be unreasonably withheld.

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. Facility.‌ In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender Xxxxxx to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions (with such changes as may provisions; provided that Buyer shall not be reasonably requested by Lenders):required to consent to any additional terms or conditions beyond those set forth below: (a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) Impediments to the cure plan or its development; (iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender shall have the right to cure an Event of Default on behalf of Seller, only if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (d) Lender shall have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender shall receive prior written notice of and the right to approve material amendments to this Agreement, which approval shall not be unreasonably withheld, delayed or conditioned; (f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) Cause such Event of Default to be cured, or (ii) Not assume this Agreement; (g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and (h) Subject to Lender’s cure of any Events of Defaults under this Agreement required to be cured in accordance with Section 14.2(f), (i) if this Agreement is rejected in Seller’s bankruptcy or otherwise terminated in connection therewith, Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, or its designee must, promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to be unreasonably withheld.

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. Facility.‌ In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender to agree upon uponexecute a consent to collateral assignment of this Agreement (“substantially in the form attached hereto as Exhibit O (“Consent to Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions (with such changes as may be reasonably requested by Lenders):provisions: (a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice Notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) Impediments to the cure plan or its development; (iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender shall Xxxxxx will have the right to cure an Event of Default on behalf of Seller, only if Lender Xxxxxx sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after LenderXxxxxx’s receipt of notice Notice of such Event of Default from Buyer, indicating LenderXxxxxx’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy Bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (d) Lender shall will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender shall will receive prior written notice Notice of and the right to approve material amendments to this Agreement, which approval shall will not be unreasonably withheld, delayed or conditioned; (f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) Cause such Event of Default to be cured, or or (ii) Not assume this Agreement; (g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and (h) Subject to LenderXxxxxx’s cure of any Events of Defaults under this the Agreement required to be cured in accordance with Section 14.2(f), if (i) if this Agreement is rejected in Seller’s bankruptcy Bankruptcy or otherwise terminated in connection therewith, therewith Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, or its designee must, promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to be unreasonably withheld.five

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by SellerFacility, Buyer shall in good faith work with Seller and Lender Xxxxxx to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”)) and any requested estoppel certificates, including those as may be requested pursuant to Section 14.4. The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions (with such changes as may be reasonably requested by Lenders):provisions: (a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice Notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) Impediments to the cure plan or its development; (iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. . (c) Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (cd) Lender shall Xxxxxx will have the right to cure an Event of Default on behalf of Seller, only if Lender Xxxxxx sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after LenderXxxxxx’s receipt of notice Notice of such Event of Default from Buyer, indicating LenderXxxxxx’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy Bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (de) Lender shall will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (ef) Lender shall will receive prior written notice Notice of and the right to approve material amendments to this Agreement, which approval shall will not be unreasonably withheld, delayed or conditioned; (fg) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably being capable of cure) cure in order to avoid the exercise by Buyer Xxxxx (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) Cause such Event of Default to be cured, or (ii) Not assume this Agreement; (gh) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and (hi) Subject to LenderXxxxxx’s cure of any Events of Defaults under this the Agreement required to be cured in accordance with Section 14.2(f14.2(g), if (i) if this Agreement is rejected in Seller’s bankruptcy Bankruptcy or otherwise terminated in connection therewith, therewith Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, or its designee must, promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to be unreasonably withheld.five

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender Xxxxxxx to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Each Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and the applicable Lender, with such agreement not to be unreasonably withheld, and . Buyer will not be subject to obligations under more than one Collateral Assignment Agreement at any time. Each Collateral Assignment Agreement must include, among others, the following provisions (with such changes as may be reasonably requested unless otherwise agreed to by Lenders): (a) Buyer, Seller and the applicable Lender. Buyer shall give Notice notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, Agreement before exercising its right to terminate this Agreement as a result of such Event of Default; provided, provided that such Notice notice shall be provided to Lender at the time such Notice notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default; ; Xxxxxx will have the right to cure an Event of Default on behalf of Seller if Xxxxxx sends a written notice to Buyer before the later of (bi) the expiration of any cure period, and (ii) five (5) Business Days after Xxxxxx’s receipt of notice of such Event of Default from Buyer, indicating Xxxxxx’s intention to cure. Lender must remedy or cure such Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or, in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default, an additional reasonable period of time to complete such proceedings and effect such cure not to exceed one hundred eighty (180) days without the written consent of Buyer, which consent shall not be unreasonably withheld), provided that if Lender is prohibited by any court order or bankruptcy or insolvency proceedings from curing the Event of Default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition; Following an Event of Default by Seller under this Agreement, Buyer may require Seller (or Lender, if Lender has provided the notice set forth in subsection (b) above) to provide to Buyer a report concerning: (i) : The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) ; Impediments to the cure plan or its development; (iii) ; If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) and Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender shall have the right to cure an Event of Default on behalf of Seller, only if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (d) Lender shall ; Xxxxxx will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) ; Lender shall will receive prior written notice of and the right to approve material amendments to this Agreement, which approval shall will not be unreasonably withheld, delayed or conditioned; ; If this Agreement is transferred to Lender pursuant to subsection (fb) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure)above, Lender must assume all of Seller’s remaining obligations arising under this Agreement on and all related agreements (subject to after the date of such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement)assumption; provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession transfer date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) : Cause such Event of Default to be curedcured (other than any Events of Default which relate to Seller’s bankruptcy or similar insolvency proceedings, or (ii) to representations and warranties made by Seller or to Seller’s failure to perform obligations under other agreements, or which are otherwise personal to Seller), or Not assume this Agreement; (g) . If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise)this Agreement, then Lender must cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements arising after the date of such assumption as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and (h) Subject to LenderXxxxxx’s cure of any Events of Defaults under this the Agreement required to be cured in accordance with Section 14.2(f), if (i) if this Agreement is rejected in Seller’s bankruptcy Bankruptcy or otherwise terminated in connection therewith, therewith Lender or its designee shall have the right to elect within forty-five ninety (4590) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, and, promptly after Xxxxxx’s written request, Xxxxx must enter into such replacement agreement with Lender or Lender’s designee, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, itself or must cause its designee must, to promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), if such designee (if it is not a an entity that meets the definition of Permitted Transferee) Transferee then such designee shall be approved by subject to the prior written approval of Buyer, such approval not to be unreasonably withheld.

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender Xxxxxx to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions (with such changes as may provisions; provided that Buyer shall not be reasonably requested by Lenders):required to consent to any additional terms or conditions beyond those set forth below: (a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) Impediments to the cure plan or its development; (iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender shall Xxxxxx will have the right to cure an Event of Default on behalf of Seller, only if Lender Xxxxxx sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five ten (510) Business Days after LenderXxxxxx’s receipt of notice of such Event of Default from Buyer, indicating LenderXxxxxx’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up Agreement, not to exceed, except as agreed in the collateral assignment agreement, a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or Seller, any foreclosure or of similar proceeding if required by Lender to cure any Event of Default); (d) Lender shall will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender shall will receive prior written notice Notice of and the right to approve material amendments to this Agreement, which approval shall will not be unreasonably withheld, delayed or conditioned; (f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) Cause such Event of Default to be cured, or (ii) Not assume this Agreement; (g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must shall cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that (i) meets the definition of Permitted TransfereeTransferee and (ii) is an entity that Buyer is permitted to contract with under applicable Law; and (h) Subject to LenderXxxxxx’s cure of any Events of Defaults under this the Agreement required to be cured in accordance with Section 14.2(f), if (i) if this Agreement is rejected in Seller’s bankruptcy Bankruptcy or otherwise terminated in connection therewith, therewith Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, or its designee must, promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to be unreasonably withheld.five

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender Xxxxxx to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions (with such changes as may provisions; provided that Buyer shall not be reasonably requested by Lenders): (a) required to consent to any additional terms or conditions beyond those set forth below: Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) : The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) ; Impediments to the cure plan or its development; (iii) ; If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) and Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender shall ; Xxxxxx will have the right to cure an Event of Default on behalf of Seller, only if Lender Xxxxxx sends a written notice to Buyer Xxxxx before the later of (i) the expiration of any cure period, and (ii) five ten (510) Business Days after LenderXxxxxx’s receipt of notice of such Event of Default from Buyer, indicating LenderXxxxxx’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up Agreement, not to exceed, except as agreed in the collateral assignment agreement, a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or Seller, any foreclosure or of similar proceeding if required by Lender to cure any Event of Default); (d) ; Lender shall will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) ; Lender shall will receive prior written notice Notice of and the right to approve material amendments to this Agreement, which approval shall will not be unreasonably withheld, delayed or conditioned; (f) ; If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) : Cause such Event of Default to be cured, or (ii) or Not assume this Agreement; (g) ; If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must shall cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that (i) meets the definition of Permitted TransfereeTransferee and (ii) is an entity that Buyer is permitted to contract with under applicable Law; and (h) and Subject to Lender’s cure of any Events of Defaults under this the Agreement required to be cured in accordance with Section 14.2(f), if (i) if this Agreement is rejected in Seller’s bankruptcy Bankruptcy or otherwise terminated in connection therewith, therewith Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, itself or must cause its designee must, to promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to be unreasonably withheld.

Collateral Assignment. Subject to Notwithstanding the provisions general prohibition contained at Section 4.7 of this Section 14.2Lease, Seller has the right to assign this Agreement as collateral for any financing Tenant may mortgage, pledge, encumber, or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender to agree upon make a consent to collateral assignment of this Agreement Lease, without the necessity of first obtaining Landlord's prior written consent provided that (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyeri) Tenant's transferee shall not, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, upon the following provisions (with such changes as may be reasonably requested by Lenders): (a) Buyer shall give Notice exercise of an Event any of Default by Seller its rights relative to the Person(s) Lease or the Leased Premises, have the right to be specified by Lender exercise any expansion option, right of first refusal, renewal option, cancellation option, or right to use any meeting rooms in the Collateral Assignment AgreementBuilding, before exercising (ii) Landlord shall have no obligation to provide any notice of any kind whatsoever to Tenant's transferee (including, without limitation, any notice of default or notice relative to the exercise of Landlord's rights as the result of Tenant's default), (iii) Landlord shall have no obligation to grant any curative rights to Tenaxx'x xransferee, (iv) in the event that Landlord exercises its right rights to terminate this Agreement Lease or to terminate Tenant's possession of the Leased Premises as a result of such Event of Default; provideda default by Tenaxx, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) Impediments to the cure plan or its development; (iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer Tenaxx'x xransferee shall have no further right to require the report rights with respect to the Lease or the Leased Premises. Upon Tenaxx'x xequest (but not more than twice in any twelve [12] month period), Landlord will provide Tenant's transferee with a particular Event of Default after that Event of Default has been cured; (c) Lender statement as to whether a payment default then exists under the Lease. While Landlord shall have the right no obligation to provide notice of default or any curative rights to Tenant's transferee, Landlord will accept a cure an Event of Default on behalf of Sellersuch default by Landxxxx'x xransferee, but only if Lender sends a written notice to Buyer before such cure is effected within the later of (i) the expiration of any cure applicable curative period, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyerif any, indicating Lender’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under as provided in this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (d) Lender shall have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender shall receive prior written notice of and the right to approve material amendments to this Agreement, which approval shall not be unreasonably withheld, delayed or conditioned; (f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) Cause such Event of Default to be cured, or (ii) Not assume this Agreement; (g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and (h) Subject to Lender’s cure of any Events of Defaults under this Agreement required to be cured in accordance with Section 14.2(f), (i) if this Agreement is rejected in Seller’s bankruptcy or otherwise terminated in connection therewith, Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, or its designee must, promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to be unreasonably withheldLease.

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender Xxxxxx to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions (with such changes as may provisions; provided that Buyer shall not be reasonably requested by Lenders):required to consent to any additional terms or conditions beyond those set forth below: (a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) i. The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) . Impediments to the cure plan or its development; (iii) . If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) . Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender shall Xxxxxx will have the right to cure an Event of Default on behalf of Seller, only if Lender Xxxxxx sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five ten (510) Business Days after LenderXxxxxx’s receipt of notice of such Event of Default from Buyer, indicating LenderXxxxxx’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up Agreement, not to exceed, except as agreed in the collateral assignment agreement, a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or Seller, any foreclosure or of similar proceeding if required by Lender to cure any Event of Default); (d) Lender shall will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender shall will receive prior written notice Notice of and the right to approve material amendments to this Agreement, which approval shall will not be unreasonably withheld, delayed or conditioned; (f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) i. Cause such Event of Default to be cured, or (ii) . Not assume this Agreement; (g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must shall cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that (i) meets the definition of Permitted TransfereeTransferee and (ii) is an entity that Buyer is permitted to contract with under applicable Law; and (h) Subject to Lender’s cure of any Events of Defaults under this the Agreement required to be cured in accordance with Section 14.2(f), if (i) if this Agreement is rejected in Seller’s bankruptcy Bankruptcy or otherwise terminated in connection therewith, therewith Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, itself or must cause its designee must, to promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to be unreasonably withheld.

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by SellerFacility, Buyer shall in good faith work with Seller and Lender Xxxxxx to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and LenderLender including with respect to the provisions set forth below, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions (with such changes as may be reasonably requested by Lenders):provisions: (a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided, provided that such Notice notice shall be provided to Lender at the time such Notice notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender Xxxxxx has received notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) Impediments to the cure plan or its development; (iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender shall will have the right to cure an Event of Default on behalf of Seller, only if Lender Xxxxxx sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after LenderXxxxxx’s receipt of notice of such Event of Default from Buyer, indicating LenderXxxxxx’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (d) Lender shall will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender shall will receive prior written notice Notice of and the right to approve material amendments to this Agreement, which approval shall will not be unreasonably withheld, delayed or conditioned; (f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) cure in order to avoid the exercise by Buyer Xxxxx (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) Cause such Event of Default to be cured, or (ii) Not assume this Agreement; (g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and (h) Subject to LenderXxxxxx’s cure of any Events of Defaults under this the Agreement required to be cured in accordance with Section 14.2(f), if (i) if this Agreement is rejected in Seller’s bankruptcy Bankruptcy or otherwise terminated in connection therewith, therewith Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, or its designee must, promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to be unreasonably withheld.five

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender Xxxxxx to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions (with such changes as may be reasonably requested by Lenders):provisions: (a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided, provided that such Notice notice shall be provided to Lender at the time such Notice notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender Xxxxxx has received notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) Impediments to the cure plan or its development; (iii) If a cure plan has been adopted, the status of the cure plan’s 's implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender shall Xxxxxx will have the right to cure an Event of Default on behalf of Seller, only if Lender Xxxxxx sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after Lender’s Xxxxxx's receipt of notice of such Event of Default from Buyer, indicating Lender’s Xxxxxx's intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (d) Lender shall will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender shall will receive prior written notice Notice of and the right to approve material amendments to this Agreement, which approval shall will not be unreasonably withheld, delayed or conditioned; (f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining 's obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s 's right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either: (i) Cause such Event of Default to be cured, or (ii) Not assume this Agreement; (g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s remaining 's obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and (h) Subject to Lender’s Xxxxxx's cure of any Events of Defaults under this the Agreement required to be cured in accordance with Section 14.2(f), if (i) if this Agreement is rejected in Seller’s bankruptcy 's Bankruptcy or otherwise terminated in connection therewith, therewith Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself, or its designee must, promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to be unreasonably withheld.five