Common use of Transfers and Assignments Clause in Contracts

Transfers and Assignments. It is the intention of the parties hereto that each Purchase made hereunder constitute a complete sale and assignment of all of the Seller’s right, title and interest in, to and under, the Purchased Assets to the Purchaser and that the Purchased Assets will not be a part of the Seller’s estate in the event of any liquidation, reorganization or similar insolvency proceeding with respect to the Seller. However, if, notwithstanding the intent of the parties, the Purchased Assets are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Purchased Assets, then (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Seller shall be deemed to have granted to the Purchaser, and the Seller hereby does grant to the Purchaser, a first priority security interest in all of the Seller's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all of the Seller’s obligations hereunder, (iii) the possession by the Custodian of Mortgage Notes and such other items of property as constitute “instruments”, “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest in such item of property pursuant to Section 9-313 (or comparable provision) of the applicable UCC, and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Loan Agreement shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Credit and Security Agreement. If at any time applicable law requires the consent of any bailee, the Seller shall, upon the Purchaser’s reasonable request, obtain such consent (in a form reasonably acceptable to the Purchaser).

Transfers and Assignments. It The qualifications and identity of Developer Parties are of particular concern to the community and to NTIFA. Developer Parties recognize that it is because of such qualifications and identity that NTIFA is entering into the intention Agreement with Developer Parties, and, in so doing, is further willing to accept and rely on the obligations of Developer Parties for the faithful performance of all undertakings and covenants to be performed by Developer Parties without requiring in addition a surety bond or similar undertaking for such performance of all undertakings and covenants in this Agreement. Prior to completion of the parties hereto that each Purchase made hereunder constitute a complete sale Mixed Use Project and issuance of the Certificate of Completion therefor, Landowner shall not, except as permitted by this Agreement, without prior written approval of NTIFA, which approvals shall not be unreasonably withheld, conditioned or delayed, make any total or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. Similarly, prior to completion of the Anchor Project and issuance of the Certificate of Completion therefor, CC Trust shall not, except as permitted by this Agreement, without prior written approval of NTIFA and Landowner, which approvals shall not be unreasonably withheld, conditioned or delayed, make any total or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. The foregoing restrictions on assignment, transfer, and conveyance shall not apply to and do not require the prior written approval of other Parties for: (a) the partial assignment of all the obligations under this Agreement by Landowner, and the assumption of such obligations by, the following entities or by single-purpose entities or affiliated entities created by and under common ownership or management of the Seller’s rightfollowing entities: (i) RDC Development Holdings, title LLC; or (ii) LPC Commercial Investments LLC. (b) in connection with the partial assignment and interest in, to and underassumption in subsection (a) above, the Purchased Assets sale, transfer, conveyance or lease of a portion of the Property to the Purchaser following entities or by single-purpose entities or affiliated entities created by and that the Purchased Assets will not be a part under common ownership or management of the Seller’s estate in following entities: (i) RDC Development Holdings, LLC; or (ii) LPC Commercial Investments LLC. (c) the event collateral assignment by CC Trust of its right to receive Public Assistance payments to a trustee bank or financial institution necessary to secure indebtedness to any liquidation, reorganization construction or similar insolvency proceeding permanent lender or debtholder with respect to the Seller. HoweverAnchor Project; (d) any mortgage lien or security interest granted by either Developer Party or any assignee of Developer Parties to secure indebtedness to any construction or permanent lender with respect to the Project or any phase or component thereof, ifand any assignment, notwithstanding the intent of the parties, the Purchased Assets are held to be the property of the Sellertransfer, or if for any other reason this Agreement is held or deemed to create a security interest in the Purchased Assets, then (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Seller shall be deemed to have granted to the Purchaser, and the Seller hereby does grant to the Purchaser, a first priority security interest in all of the Seller's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all of the Seller’s obligations hereunder, (iii) the possession by the Custodian of Mortgage Notes and such other items of property as constitute “instruments”, “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest in such item of property pursuant to Section 9-313 (or comparable provision) of the applicable UCC, and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser conveyance effectuated pursuant to any provision hereof Project capital provider’s exercise of remedies on account of such mortgage lien or pursuant to security interest; and (e) the Loan Agreement shall also be deemed to be an assignment rental, leasing, easement granting, or other routine operational grants of portions of the Property by Developer Parties for any uses contemplated for the Project; and (f) any transfer of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term component of the Credit and Security Agreement. If at any time applicable law requires the consent Project after a Certificate of any bailee, the Seller shall, upon the Purchaser’s reasonable request, obtain Completion has been granted by NTIFA with respect to such consent (in a form reasonably acceptable to the Purchaser)component.

Transfers and Assignments. It is the intention of the parties hereto that each Purchase made hereunder constitute a complete sale and assignment of all of the Seller’s right, title and interest in, to and under, the Purchased Assets to the Purchaser and that the Purchased Assets will not be a All or any part of the Seller’s estate in the event of any liquidation, reorganization or similar insolvency proceeding with respect to the Seller. However, if, notwithstanding the intent of the parties, the Purchased Assets are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Purchased Assets, then (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Seller shall be deemed to have granted to the Purchaser, and the Seller hereby does grant to the Purchaser, a first priority security interest in all of the Seller's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all of the Seller’s obligations hereunder, (iii) the possession by the Custodian of Mortgage Notes and such other items of property as constitute “instruments”, “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest in such item of property pursuant to Section 9-313 (or comparable provision) of the applicable UCC, and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of each Transmission Owner in the Purchaser Transmission System or any part thereof, and all or any part of the rights set forth in the Project Agreements which relate to such interest, may be transferred and assigned as follows, but not otherwise: (a) To any mortgagee, trustee or other secured party, as security for bonds or other indebtedness of such Transmission Owner, present or future, and such secured party may transfer or assign the interest given as security pursuant to, or in lieu of, a foreclosure of the lien (or the exercise of power of sale) held by such secured party, provided that the transferee or assignee assumes all of the duties and obligations of the Transmission Owner making the transfer or assignment under the Project Agreements which relate to the interest being transferred or assigned; (b) To any financial institution leasing an interest in the Project to the Transmission Owner making the transfer or assignment provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or, the transferee or assignee of such financial institution’s interest in the project; (c) To any financial institution acting as trustee under a construction trust agreement with the Transmission Owner making the transfer or assignment in the Project; provided that such financial institution shall not transfer or assign the interest transferred or assigned to it other than to such Transmission Owner or the transferee or assignee of such financial institution’s interest in the Project. (d) To any Person in the electric utility business into which or with which the Transmission Owner making the transfer may be merged or consolidated or to which the Transmission Owner transfers substantially all of its assets; (e) To any Person wholly owning, wholly owned by, or wholly owned in common with the Transmission Owner making the transfer; (f) To any other Person, provided that the Transmission Owner shall first offer to transfer its interest or any part thereof to the other Transmission Owners, at the amount of, and on terms not less advantageous than, those of a bona fide offer from a buyer able and willing to purchase such Transmission Owner’s interest. The portion of such interest to be offered to each Transmission Owner pursuant to any provision hereof or pursuant this subsection (f) shall be equal to the Loan Agreement proportionate interest of such Transmission Owner in the Transmission System after excluding the interest being offered. The initial offer shall also be deemed kept open for a period of 90 days. If, at the end of the 90-day period, any Transmission Owner shall have failed to accept such offer, the proportionate interest offered to such Transmission Owner shall be offered on a pro rata basis to the other Transmission Owners, who shall have a further period of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Transmission Owners then being offered an assignment interest shall have failed to accept such offer. (g) To any other Person with the written consent of all Transmission Owners. Transfers or assignments shall not relieve any Transmission Owner of any security interest created hereby. The Seller and the Purchaser shallobligation hereunder, except to the extent consistent agreed in writing by all other Transmission Owners. Any attempted or purported transfer made other than in accordance with this Agreement, take such actions as may Section 28 either voluntarily or by operation of law shall be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Purchased Assets, such security interest would be deemed to be a perfected security interest void and of first priority under applicable law and will be maintained as such throughout the term of the Credit and Security Agreement. If at any time applicable law requires the consent of any bailee, the Seller shall, upon the Purchaser’s reasonable request, obtain such consent (in a form reasonably acceptable to the Purchaser)no effect.

Transfers and Assignments. It is the intention 7.1 No party (“Sellor”) shall sell, transfer, assign or otherwise dispose of the parties hereto that each Purchase made hereunder constitute a complete sale and assignment (“Sell” or “Sale”) all or any portion of all of the Seller’s its right, title and interest inin and to the Property or its rights and obligations under this Agreement (“Interest”), except: (a) Pursuant to an agreement in which the consideration is expressed in lawful money of Canada or the United States of America; (b) As a single transaction not directly or indirectly part of some other sale or purchase or agreement of any nature whatsoever; and, (c) Otherwise in accordance with this Section 7. If the Sellor receives a bona fide offer from a third party to Sell all or any portion of its Interest (“Offered Interest”) and underintends to accept such offer (the “Offer”), the Purchased Assets Sellor, prior to accepting the Offer, shall give notice in writing to the Purchaser and that other party (the Purchased Assets will not be a part “Potential Preemptor”) of the Seller’s estate in the event of any liquidation, reorganization or similar insolvency proceeding Offer together with respect to the Seller. However, if, notwithstanding the intent a copy of the partiesOffer, which shall be in written form (the Purchased Assets are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Purchased Assets, then (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Seller “Notice’). A Notice shall be deemed to have granted constitute an offer (“1st Offer”) by the Sellor to the PurchaserPotential Preemptor to Sell the Offered Interest on the terms and conditions set out in the Notice and shall be open for acceptance by the Potential Preemptor for a period of 60 days from the date of its receipt by the Potential Preemptor. Such Notice shall clearly identify the person or person making the Offer and include such information as is known by the Sellor about such person or persons. If the Potential Preemptor gives notice to the Sellor electing to accept the 1st Offer within the 60 day period, such acceptance shall constitute a binding agreement of purchase and sale between the Sellor and the Seller hereby Potential Preemptor in respect of the Offered Interest on the terms and conditions set out in the Notice. If the Potential Preemptor does grant not accept the 1st Offer within the 60 day period, the Sellor may complete a sale and purchase of the Offered Interest to the Purchaser, a first priority security interest person or persons making the Offer on the terms and conditions set out in all the Notice and such sale and purchase shall be completed within 100 days of the Seller's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all expiration of the Seller’s obligations hereunderright of the Potential Preemptor to accept the 1st Offer provided for in this Section 7.1, (iii) failing which the possession by Sellor must again comply with the Custodian provisions of Mortgage Notes this Section 7.1 in respect to a sale and purchase of the Offered Interest. Nothing in this Section 7 shall prevent a party from soliciting offers from third parties to purchase its Interest, provided, however, that no party shall make offers to third parties to Sell its Interest if the effect of such an offer would avoid the application of the provisions of this Section 7.1. 7.2 The Sellor may Sell all or any portion of its Interest to an Affiliate of the Sellor. For purposes of clarity, such sale, transfer, assignment or disposal is not subject to Section 7.1, provided, however, that if control over such Affiliate is immediately transferred to a third party or if such transactiion is merely an attempt at avoiding the provisions of Section 7.1, then the provisions of Section 7.1 shall be deemed to apply to such transaction and such other items transaction shall have no effect, unless the Potential Preemptor subsequently declines to exercise its right to acquire the Offered Interest pursuant to Section 7.1. 7.3 Should the Sellor Sell only a portion of property as constitute its Interest to a third party (“instrumentsNew Party”), “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) Sellor and the New Party shall be deemed to be “possession by the secured party” one continuing party for purposes of perfecting this Agreement and the security interest in such item of property pursuant to Section 9-313 (or comparable provision) of the applicable UCC, and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, Sellor shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Loan Agreement shall also be deemed to be such continuing party and shall act as an assignment of any security interest created hereby. The Seller agent for the New Party hereunder. 7.4 This Agreement shall be binding upon and the Purchaser shall, enure to the extent consistent with benefit of the parties’ successors and permitted assignees, provided, however, that any assignment by the Sellor of all or any portion of its rights or obligations hereunder shall include a provision whereby the New Party agrees to abide by the terms of this Agreement, take including the provision of this Section 7, and assume all of the liabilities and obligations of the Sellor under this Agreement, whether accruing before or becoming due after such actions assignment. The Sellor and New Party shall execute such agreements or documents as may be reasonably necessary required in this regard by the other party to ensure that, if this Agreement were deemed Agreement. No assignment shall serve to create a security interest in release or discharge the Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term Sellor from any of the Credit said liabilities or obligations, unless all of the rights and Security Agreement. If at any time applicable law requires obligations of the consent Sellor have been assigned to the New Party and the other party has released the Sellor. 7.5 Subsequent to the exercise of any baileethe Option, Section 7.1 shall no longer have effect. 7.6 Notwithstanding the foregoing part of this Section 7 and in addition to the other obligations imposed upon the Optionee pursuant to this Section 7, the Seller shallOptionee shall not Sell all or any portion of its Interest to a New Party, upon unless the Purchaser’s reasonable requestNew Party passes the Financial Test. The “Financial Test” shall be passed by the New Party where its: (a) assets net of liabilities are in excess of C$25,000,000; and (b) gross revenues are in excess of C$25,000,000; and the New Party is not then contemplating bankruptcy, obtain such consent liquidation, dividends in-kind or any other transaction or event that would substantially affect its ability to assume the obligations hereunder. 7.8 For purposes of this Article 7, Tan Range Exploration Corporation, Tanzanian American International Development Corporation 2000 Limited and Tancan Mining Company Limited shall be treated as one party and Tan Range Exploration Corporation shall act as agent for the others. 7.9 It is understood and agreed that the transfer of control over the Optionee to a party that is not a shareholder of the Optionee at present (in or does not have a form reasonably acceptable sufficient shareholding to control the Purchaser)Optionee at present) will not constitute a Sale for purposes of this Article 7.

Transfers and Assignments. It is the intention of the parties hereto that each Purchase made hereunder constitute a complete sale and assignment of all of the Seller’s right, title and interest in, to and under, the Purchased Assets to the Purchaser and that the Purchased Assets will not be a part of the Seller’s estate in the event of any liquidation, reorganization or similar insolvency proceeding with respect to the Seller. However, if, notwithstanding the intent of the parties, the Purchased Assets are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Purchased Assets, then (i) this Any Lender, upon prior notice to COFACE and with the prior written consent of the Funding Entity (if the Funding Agreement is then in effect and if the transferee or assignee requires the benefit thereof), Natixis DAI (if the Loan is accruing interest at the Fixed Rate) and the Borrower (the consent of the Borrower not to be unreasonably withheld or delayed), may at any time (and from time to time) transfer by novation all or any of its rights and obligations under the Finance Documents or assign all or any of its rights under the Finance Documents to any Person (including COFACE and any financial institution presented to the Lenders by the Borrower, which shall constitute be subject to the approval of the Lenders (acting reasonably) and, if the Funding Agreement is then in effect, the Funding Entity) (any such transferee or assignee, as the case may be, a security agreement under applicable law“New Lender”); provided that any New Lender (other than COFACE) shall, if the Fixed Rate applies, be eligible to benefit from the CIRR stabilisation. (ii) Notwithstanding clause (i) above, the Seller consent of the Borrower shall not be required: (A) in the case of any transfer or assignment to COFACE, any other existing Lender or any Affiliate of any Lender (provided that, for a transfer or assignment to an Affiliate of any Lender occurring prior to the Disbursement Date, at least three (3) Business Days’ prior written notice shall be deemed to have granted given to the Purchaser, and Borrower); and/or (B) for any transfer or assignment during the Seller hereby does grant to the Purchaser, continuation of a first priority security interest in all of the Seller's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all of the Seller’s obligations hereunder, Default. (iii) The consent of the possession by the Custodian of Mortgage Notes and such other items of property as constitute “instruments”, “money”, “negotiable documents” Borrower to a transfer or “chattel paper” (each as defined in the applicable UCC) assignment shall be deemed to be “possession given in the absence of a written notice delivered by the secured party” Borrower to the Facility Agent, on or before the fifth (5th) Business Day after receipt by the Borrower of such Lender’s request for purposes consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent. (iv) Notwithstanding the foregoing, the Borrower hereby expressly consents to the transfer or assignment to Natixis of perfecting the security interest in such item of property pursuant up to Section 9-313 ten per cent. (or comparable provision10%) of the applicable UCC, and Commitments as at the date of this Agreement. (ivv) notifications Any transfer or assignment by a Lender under this paragraph (a) (other than a transfer or assignment to persons holding such property, and acknowledgments, receipts COFACE and/or where a Default is continuing and/or where the transfer or confirmations from persons holding such property, assignment is at the Borrower’s request) shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) not result in an increase of the Purchaser for the purpose of perfecting such security interest Borrower’s obligations under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Loan Agreement shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Credit and Security Agreement. If at any time applicable law requires the consent of any bailee, the Seller shall, upon the Purchaser’s reasonable request, obtain such consent Clauses 6.5 (in a form reasonably acceptable to the Purchaser).

Transfers and Assignments. (a) It is the intention of the parties hereto that each Purchase made hereunder shall constitute a complete sale and assignment, which sales and assignments are absolute, irrevocable and without recourse except as specifically provided herein and shall provide the Buyer with the full benefits of ownership of the Receivables and the other related Purchased Assets. In the event that a Purchase is deemed to constitute a pledge rather than a sale and assignment of all of the Seller’s right, title and interest in, to and under, the Purchased Assets to the Purchaser and that the Purchased Assets will not be a part of the Seller’s estate in the event of any liquidation, reorganization or similar insolvency proceeding with respect to the Seller. However, if, notwithstanding the intent of the parties, the Purchased Assets are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Purchased Assetsaforementioned property, then (i) this Agreement also shall constitute be deemed to be and hereby is a security agreement under applicable law, within the meaning of the UCC and (ii) the Seller shall be deemed to have granted to the Purchaser, and the Seller Originator does hereby does grant to the Purchaser, Buyer a first priority perfected security interest in and to and lien on all of the SellerOriginator's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all of the Seller’s obligations hereunder, (iii) the possession by the Custodian of Mortgage Notes and such other items of property as constitute “instruments”, “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest in such item of property pursuant to Section 9-313 (or comparable provision) of the applicable UCC, and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Loan Agreement shall also be deemed to be an assignment of any security interest created hereby. The Seller Originator and the Purchaser Buyer shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Purchased AssetsReceivables, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Credit and Security this Agreement. If at any time The possession by the Buyer or its transferee or agent of notes and such other goods, letters of credit, advices of credit, money, documents, instruments, chattel paper or certificated securities related thereto shall be deemed to be "possession by the secured party" for purposes of perfecting such security interest pursuant to the Relevant UCC (including, without limitation, Section 9-305 thereof). Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of, the Buyer or its transferee for the purpose of perfecting such security interest under the Relevant UCC and other applicable law requires laws. The sale and conveyance hereunder of the consent Purchased Assets does not constitute an assumption by the Buyer or its successors and assigns of any baileeobligations of the Originator to Obligors or to any other Person in connection with Receivables or under any agreement or instrument relating to the Receivables. (b) In connection with the sale and transfer under Section 2.2(a), the Seller Originator agrees to record and file, at its own expense, financing statements, with respect to the Purchased Assets now existing and hereafter created or acquired, suitable to reflect the transfer of chattel paper and general intangibles (each as defined in Article 9 of the Relevant UCC) and meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale, transfer and assignment of the Purchased Assets to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing satisfactory to the Buyer on or prior to the applicable Purchase Date. In addition to, and without limiting the foregoing, the Originator shall, upon the Purchaser’s reasonable request of the Buyer, in order to accurately reflect this transaction, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 7.6 hereof) as may be reasonably requested by the Buyer. (c) The Originator shall maintain its books and records so that such records that refer to a Receivable shall indicate clearly that the Originator's right, title and interest in such Receivable has been sold to the Buyer and xxxx its master data processing records with a notation describing the acquisition (or assignment) by, the Buyer of the Purchased Assets, as the Buyer may reasonably request, obtain such consent (. Indication of the Buyer's interest in a form reasonably acceptable Receivable shall be deleted from or modified on the Originator's records when, and only when, the Receivable shall have been paid in full or the Buyer's interest in such Receivable shall have been repurchased or repaid by the Originator hereunder. In addition, the Originator shall maintain its computer systems so that the Originator's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly that such Receivable has been sold to the Purchaser)Buyer pursuant to this Agreement and that an interest in such Receivable has been transferred and assigned by the Buyer to the Administrative Agent. The Originator agrees to deliver to the Buyer upon request with respect to each Purchase Date an updated list, which may be a computer file or microfiche list, containing a true and complete schedule of all Receivables constituting Purchased Assets, identified by account number and by Principal Balance as of the origination date of each such Receivable. When and if delivered, such file or list shall be marked as the "Receivables Schedule" and as Schedule 1 to this Agreement, shall be delivered to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement.

Transfers and Assignments. It is the intention of the parties hereto that each Purchase made hereunder constitute a complete sale and assignment of all of the Seller’s right, title and interest in, to and under, the Purchased Assets to the Purchaser and that the Purchased Assets will not be a All or any part of the Seller’s estate in the event of any liquidation, reorganization or similar insolvency proceeding with respect to the Seller. However, if, notwithstanding the intent of the parties, the Purchased Assets are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Purchased Assets, then (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Seller shall be deemed to have granted to the Purchaser, and the Seller hereby does grant to the Purchaser, a first priority security interest in all of the Seller's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all of the Seller’s obligations hereunder, (iii) the possession by the Custodian of Mortgage Notes and such other items of property as constitute “instruments”, “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest in such item of property pursuant to Section 9-313 (or comparable provision) of the applicable UCC, and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of each Owner and Project User in the Purchaser Project or any part thereof, and all or any part of the rights set forth in the Project Agreements which relate to such interest, may be transferred and assigned as follows, but not otherwise: (a) To any mortgagee, trustee or other secured party, as security for bonds or other indebtedness of such Owner or Project User, present or future, and such secured party may transfer or assign the interest given as security pursuant to, or in lieu of, a foreclosure of the lien (or the exercise of power of sale) held by such secured party, provided that the transferee or assignee assumes all of the duties and obligations of the Owner or Project User making the transfer or assignment under the Project Agreements which relate to the interest being transferred or assigned; (b) To any financial institution acting as lessor with respect to such interest under a lease with the Owner or Project User making the transfer or assignment, provided that the lessor/Owner shall not transfer or assign the interest transferred or assigned to it (other than to its lessee): (i) unless and until it has first offered to sell the portions of such interest specified below to the Project Users other than the Project User to which such interest was leased at a price equal to the fair market value of such portions; and (ii) unless (A) simultaneously the lessor/Owner's interest or part thereof in all other Project Agreements in which it has rights is similarly transferred or assigned to the same Person or Persons, and (B) such Person or Persons or a Person or Persons to which such interest is leased shall have assumed in writing all the duties and obligations of the Project User in possession under such lease immediately prior to the expiration or termination thereof under this Agreement and all other Project Agreements. The portion of such interest to be offered to each Project User pursuant to any provision hereof or pursuant this subsection (b) shall be equal to the Loan Agreement shall also be deemed to be an assignment proportionate interest of any security such Project User in the Project after excluding the interest created herebybeing offered. The Seller initial offer shall be kept open for a period of 90 days. If, at the end of such 90-day period, any Project User shall have failed to accept such offer, the proportionate interest offered to such Project User shall be offered on a proportionate basis to the other Project Users, who shall have a further period of 7 days to accept the same. The process referred to in the immediately preceding sentence shall be repeated until all Project Users then being offered an interest shall have failed to accept such offer. To the extent that a lessor/Owner has complied with the foregoing provisions of this subsection (b), it shall be permitted to transfer and assign its interest in the Project, or any part thereof, and the Purchaser shallProject Agreements in which it has rights to any Person notwithstanding any other provision of this Section 24 and, to the extent consistent such transfer and assignment is to a financial institution acting as lessor under a lease with a Person in the electric utility business, subsequent transfers and assignments by such financial institution shall be governed by the provisions of this Agreementsubsection (b) and not by any other subsection of this Section 24. (c) To any financial institution acting as trustee with respect to such interest under a construction trust agreement with the Owner or Project User making the transfer or assignment, take provided that such actions trustee shall not transfer or assign the interest transferred or assigned to it (other than to the original Owner or Project User), except as permitted by this Section 24. (d) To any Person in the electric utility business into which or with which the Owner or Project User making the transfer may be reasonably necessary merged or consolidated or to ensure thatwhich the Owner or Project User transfers substantially all of its assets; (e) To any Person wholly owning, if wholly owned by, or wholly owned in common with, the Owner or Project User making the transfer; (f) To any other Person, provided that the Owner or Project User shall first offer to transfer its interest or any part thereof to the other Project Users, at the amount of, and on terms not less advantageous than, those of a bona fide offer from a buyer able and willing to purchase such Owner's or Project User's interest. The portion of such interest to be offered to each Project User pursuant to this Agreement were deemed subsection (f) shall be equal to create the proportionate interest of such Project User in the Project after excluding the interest being offered. The initial offer shall be kept open for a security period of 90 days. If, at the end of the 90-day period, any Project User shall have failed to accept such offer, the proportionate interest offered to such Project User shall be offered on a pro rata basis to the other Project Users, who shall have a further period of 7 days to accept the the same. The process referred to in the immediately preceding sentence shall be repeated until all Project Users then being offered an interest shall have failed to accept such offer. (g) To any other Person with the written consent of all Project Users. No transfer or assignment of any interest in the Purchased AssetsProject or any part thereof pursuant to subsections (d), (e), (f) or (g) above may be made unless simultaneously the Owner's or Project User's rights under the Project Agreements which relate to such security interest would be deemed are similarly transferred or assigned to be a perfected security interest of first priority under applicable law the same Person or Persons, and will be maintained as such throughout Person or Persons have assumed in writing all the term duties and obligations of the Credit and Security AgreementOwner or Project User making such transfer or assignment under the Project Agreements which relate to the interest being transferred or assigned. If at Transfers or assignments shall not relieve any time applicable law requires the consent Owner or Project User of any baileeobligation hereunder, the Seller shall, upon the Purchaser’s reasonable request, obtain such consent (in a form reasonably acceptable except to the Purchaser)extent agreed in writing by all other Project Users. Any attempted or purported transfer made other than in accordance with this Section 24 either voluntarily or by operation of law shall be void and of no effect.

Transfers and Assignments. It The qualifications and identity of Developer Parties are of particular concern to the community and to NTIFA. Developer Parties recognize that it is because of such qualifications and identity that NTIFA is entering into the intention Agreement with Developer Parties, and, in so doing, is further willing to accept and rely on the obligations of Developer Parties for the faithful performance of all undertakings and covenants to be performed by Developer Parties without requiring in addition a surety bond or similar undertaking for such performance of all undertakings and covenants in this Agreement. Prior to completion of the parties hereto that each Purchase made hereunder constitute a complete sale Mixed Use Project and issuance of the Certificate of Completion therefor, Landowner shall not, except as permitted by this Agreement, without prior written approval of NTIFA, which approvals shall not be unreasonably withheld, conditioned or delayed, make any total or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. Similarly, prior to completion of the Anchor Project and issuance of the Certificate of Completion therefor, CC Trust shall not, except as permitted by this Agreement, without prior written approval of NTIFA and Landowner, which approvals shall not be unreasonably withheld, conditioned or delayed, make any total or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. The foregoing restrictions on assignment, transfer, and conveyance shall not apply to and do not require the prior written approval of other Parties for: (a) the partial assignment of all the obligations under this Agreement by Landowner, and the assumption of such obligations by, the following entities or by single-purpose entities or affiliated entities created by and under common ownership or management of the Seller’s rightfollowing entities: (i) RDC Development Holdings, title LLC; or (ii) LPC Commercial Investments LLC. (b) in connection with the partial assignment and interest in, to and underassumption in subsection (a) above, the Purchased Assets sale, transfer, conveyance or lease of a portion of the Property to the Purchaser following entities or by single-purpose entities or affiliated entities created by and that the Purchased Assets will not be a part under common ownership or management of the Seller’s estate in following entities: (i) RDC Development Holdings, LLC; or (ii) LPC Commercial Investments LLC. Tentative (c) the event collateral assignment by CC Trust of its right to receive Public Assistance payments to a trustee bank or financial institution necessary to secure indebtedness to any liquidation, reorganization construction or similar insolvency proceeding permanent lender or debtholder with respect to the Seller. HoweverAnchor Project; (d) any mortgage lien or security interest granted by either Developer Party or any assignee of Developer Parties to secure indebtedness to any construction or permanent lender with respect to the Project or any phase or component thereof, ifand any assignment, notwithstanding the intent of the parties, the Purchased Assets are held to be the property of the Sellertransfer, or if for any other reason this Agreement is held or deemed to create a security interest in the Purchased Assets, then (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Seller shall be deemed to have granted to the Purchaser, and the Seller hereby does grant to the Purchaser, a first priority security interest in all of the Seller's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all of the Seller’s obligations hereunder, (iii) the possession by the Custodian of Mortgage Notes and such other items of property as constitute “instruments”, “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest in such item of property pursuant to Section 9-313 (or comparable provision) of the applicable UCC, and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser conveyance effectuated pursuant to any provision hereof Project capital provider’s exercise of remedies on account of such mortgage lien or pursuant to security interest; and (e) the Loan Agreement shall also be deemed to be an assignment rental, leasing, easement granting, or other routine operational grants of portions of the Property by Developer Parties for any uses contemplated for the Project; and (f) any transfer of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term component of the Credit and Security Agreement. If at any time applicable law requires the consent Project after a Certificate of any bailee, the Seller shall, upon the Purchaser’s reasonable request, obtain Completion has been granted by NTIFA with respect to such consent (in a form reasonably acceptable to the Purchaser)component.

Transfers and Assignments. It is the intention 7.1 No party (“Sellor”) shall sell, transfer, assign or otherwise dispose of the parties hereto that each Purchase made hereunder constitute a complete sale and assignment (“Sell” or “Sale”) all or any portion of all of the Seller’s its right, title and interest inin and to the Propert ies or its rights and obligations under this Agreement (“Interest”), except: (a) Pursuant to an agreement in which the consideration is expressed in lawful money of Canada or the United States of America; (b) As a single transaction not directly or indirectly part of some other sale or purchase or agreement of any nature whatsoever; and, (c) Otherwise in accordance with this Section 7. If the Sellor receives a bona fide offer from a third party to Sell all or any portion of its Interest (“Offered Interest”) and underintends to accept such offer (the “Offer”), the Purchased Assets Sellor, prior to accepting the Offer, shall give notice in writing to the Purchaser and that other party (the Purchased Assets will not be a part “Potential Preemptor”) of the Seller’s estate in the event of any liquidation, reorganization or similar insolvency proceeding Offer together with respect to the Seller. However, if, notwithstanding the intent a copy of the partiesOffer, which shall be in written form (the Purchased Assets are held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Purchased Assets, then (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Seller “Notice’). A Notice shall be deemed to have granted constitute an offer (“1st Offer”) by the Sellor to the PurchaserPotential Preemptor to Sell the Offered Interest on the terms and conditions set out in the Notice and shall be open for acceptance by the Potential Preemptor for a period of 60 days from the date of its receipt by the Potential Preemptor. Such Notice shall clearly identify the person or person making the Offer and include such information as is known by the Sellor about such person or persons. If the Potential Preemptor gives notice to the Sellor electing to accept the 1st Offer within the 60 day period, such acceptance shall constitute a binding agreement of purchase and sale between the Sellor and the Seller hereby Potential Preemptor in respect of the Offered Interest on the terms and conditions set out in the Notice. If the Potential Preemptor does grant not accept the 1st Offer within the 60 day period, the Sellor may complete a sale and purchase of the Offered Interest to the Purchaser, a first priority security interest person or persons making the Offer on the terms and conditions set out in all the Notice and such sale and purchase shall be completed within 100 days of the Seller's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all expiration of the Seller’s obligations hereunderright of the Potential Preemptor to accept the 1st Offer provided for in this Section 7.1, (iii) failing which the possession by Sellor must again comply with the Custodian provisions of Mortgage Notes this Section 7.1 in respect to a sale and purchase of the Offered Interest. Nothing in this Section 7 shall prevent a party from soliciting offers from third parties to purchase its Interest, provided, however, that no party shall make offers to third parties to Sell its Interest if the effect of such an offer would avoid the application of the provisions of this Section 7.1. 7.2 The Sellor may Sell all or any portion of its Interest to an Affiliate of the Sellor. For purposes of clarity, such sale, transfer, assignment or disposal is not subject to Section 7.1, provided, however, that if control over such Affiliate is immediately transferred to a third party or if such transactiion is merely an attempt at avoiding the provisions of Section 7.1, then the provisions of Section 7.1 shall be deemed to apply to such transaction and such other items transaction shall have no effect, unless the Potential Preemptor subsequently declines to exercise its right to acquire the Offered Interest pursuant to Section 7.1. 7.3 Should the Sellor Sell only a portion of property as constitute its Interest to a third party (“instrumentsNew Party”), “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) Sellor and the New Party shall be deemed to be “possession by the secured party” one continuing party for purposes of perfecting this Agreement and the security interest in such item of property pursuant to Section 9-313 (or comparable provision) of the applicable UCC, and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, Sellor shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Loan Agreement shall also be deemed to be such continuing party and shall act as an assignment of any security interest created hereby. The Seller agent for the New Party hereunder. 7.4 This Agreement shall be binding upon and the Purchaser shall, enure to the extent consistent with benefit of the parties’ successors and permitted assignees, provided, however, that any assignment by the Sellor of all or any portion of its rights or obligations hereunder shall include a provision whereby the New Party agrees to abide by the terms of this Agreement, take including the provision of this Section 7, and assume all of the liabilities and obligations of the Sellor under this Agreement, whether accruing before or becoming due after such actions assignment. The Sellor and New Party shall execute such agreements or documents as may be reasonably necessary required in this regard by the other party to ensure that, if this Agreement were deemed Agreement. No assignment shall serve to create a security interest in release or discharge the Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term Sellor from any of the Credit said liabilities or obligations, unless all of the rights and Security Agreement. If at any time applicable law requires obligations of the consent Sellor have been assigned to the New Party and the other party has released the Sellor. 7.5 Subsequent to the exercise of any baileethe Option, Section 7.1 shall no longer have effect. 7.6 Notwithstanding the foregoing part of this Section 7 and in addition to the other obligations imposed upon the Optionee pursuant to this Section 7, the Seller shallOptionee shall not Sell all or any portion of its Interest to a New Party, upon unless the Purchaser’s reasonable requestNew Party passes the Financial Test. The “Financial Test” shall be passed by the New Party where its: (a) assets net of liabilities are in excess of C$5,000,000; and (b) gross revenues are in excess of C$3,000,000; and the New Party is not then contemplating bankruptcy, obtain such consent (in a form reasonably acceptable liquidation, dividends in-kind or any other transaction or event that would substantially affect its ability to assume the Purchaser)obligations hereunder.

Transfers and Assignments. It The qualifications and identity of Developer Parties are of particular concern to the community and to NTIFA. Developer Parties recognize that it is because of such qualifications and identity that NTIFA is entering into the intention Agreement with Developer Parties, and, in so doing, is further willing to accept and rely on the obligations of Developer Parties for the faithful performance of all undertakings and covenants to be performed by Developer Parties without requiring in addition a surety bond or similar undertaking for such performance of all undertakings and covenants in this Agreement. Prior to completion of the parties hereto that each Purchase made hereunder constitute a complete sale Mixed Use Project and issuance of the Certificate of Completion therefor, Landowner shall not, except as permitted by this Agreement, without prior written approval of NTIFA, which approvals shall not be unreasonably withheld, conditioned or delayed, make any total or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. Similarly, prior to completion of the Anchor Project and issuance of the Certificate of Completion therefor, CC Trust shall not, except as permitted by this Agreement, without prior written approval of NTIFA and Landowner, which approvals shall not be unreasonably withheld, conditioned or delayed, make any total or partial sale, transfer, conveyance, assignment or lease of the Property or assign any of the development obligations or rights under this Agreement. The foregoing restrictions on assignment, transfer, and conveyance shall not apply to and do not require the prior written approval of other Parties for: (a) the partial assignment of all the obligations under this Agreement by Landowner, and the assumption of such obligations by, the following entities or by single-purpose entities or affiliated entities created by and under common ownership or management of the Seller’s rightfollowing entities: (i) RDC Development Holdings, title LLC; or (ii) LPC Commercial Investments LLC. (b) in connection with the partial assignment and interest in, to and underassumption in subsection (a) above, the Purchased Assets sale, transfer, conveyance or lease of a portion of the Property to the Purchaser following entities or by single-purpose entities or affiliated entities created by and that the Purchased Assets will not be a part under common ownership or management of the Seller’s estate in following entities: (i) RDC Development Holdings, LLC; or (ii) LPC Commercial Investments LLC. Tenataive (c) the event collateral assignment by CC Trust of its right to receive Public Assistance payments to a trustee bank or financial institution necessary to secure indebtedness to any liquidation, reorganization construction or similar insolvency proceeding permanent lender or debtholder with respect to the Seller. HoweverAnchor Project; (d) any mortgage lien or security interest granted by either Developer Party or any assignee of Developer Parties to secure indebtedness to any construction or permanent lender with respect to the Project or any phase or component thereof, ifand any assignment, notwithstanding the intent of the parties, the Purchased Assets are held to be the property of the Sellertransfer, or if for any other reason this Agreement is held or deemed to create a security interest in the Purchased Assets, then (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Seller shall be deemed to have granted to the Purchaser, and the Seller hereby does grant to the Purchaser, a first priority security interest in all of the Seller's right, title and interest in, to and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all of the Seller’s obligations hereunder, (iii) the possession by the Custodian of Mortgage Notes and such other items of property as constitute “instruments”, “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest in such item of property pursuant to Section 9-313 (or comparable provision) of the applicable UCC, and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser conveyance effectuated pursuant to any provision hereof Project capital provider’s exercise of remedies on account of such mortgage lien or pursuant to security interest; and (e) the Loan Agreement shall also be deemed to be an assignment rental, leasing, easement granting, or other routine operational grants of portions of the Property by Developer Parties for any uses contemplated for the Project; and (f) any transfer of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term component of the Credit and Security Agreement. If at any time applicable law requires the consent Project after a Certificate of any bailee, the Seller shall, upon the Purchaser’s reasonable request, obtain Completion has been granted by NTIFA with respect to such consent (in a form reasonably acceptable to the Purchaser)component.

Transfers and Assignments. (a) It is the intention of the parties hereto that each Purchase made hereunder shall constitute a complete sale and assignment of all as such terms are used in Article 9 of the Seller’s UCC, which sales and assignments are absolute, irrevocable and without recourse except as specifically provided herein and shall provide the Buyer with the full benefits of ownership of the Receivables and the other related Purchased Assets. In addition, it is the intention of the Seller that each contribution of Contributed Assets hereunder shall transfer to the Buyer all right, title and interest inin and to the Contributed Receivables and other related Contributed Assets. In the event that such Purchases or contributions are deemed to constitute a pledge rather than sales and assignments or absolute contributions of the aforementioned property, and for the purpose of effectuating the transfer of all right, title and interest in and to the aforementioned Contributed Assets, the Seller does hereby grant to the Buyer, in order to secure all the obligations of the Seller to the Buyer hereunder, a first priority perfected security interest in and underto, and lien on, all accounts, contract rights, general intangibles, chattel paper, instruments, money, deposit accounts, investment property and financial assets arising from, related or credited to or consisting of the Transferred Assets, whether now owned or existing or hereafter acquired or arising and regardless of where located. The sales and conveyances hereunder of the Purchased Assets and the contribution of the Contributed Assets do not constitute an assumption by the Buyer or its successors and assigns of any obligations of the Seller to any Obligor or to any other Person in connection with Receivables, the Related Security or under any other agreement or instrument relating to the Purchaser Receivables. (b) In connection with the sales and that transfers under Section 2.02(a) and the Purchased Assets will not be a part of contributions under Section 2.02(e), the Seller’s estate in the event of any liquidationSeller agrees to authenticate and file, reorganization or similar insolvency proceeding at its own expense, financing statements with respect to the Seller. HoweverTransferred Assets now existing and hereafter created or acquired, ifsuitable to reflect the transfer of accounts, notwithstanding the intent general intangibles and chattel paper (each as defined in Article 9 of the partiesUCC) and meeting the requirements of applicable state Law in such manner and in such jurisdictions as are necessary to perfect the sale, transfer, assignment and/or contribution of the Transferred Assets to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing satisfactory to the Buyer as soon as possible after the date hereof. In addition to, and without limiting the foregoing, the Purchased Assets are held to be Seller shall, upon the property request of the SellerBuyer, in order to accurately reflect this transaction, authenticate and file such financing or if for any other reason this Agreement is held continuation statements or deemed amendments thereto or assignments thereof (as permitted pursuant to create a security interest in Section 9.09 hereof) as may be reasonably requested by the Purchased Assets, then Buyer. (ic) this Agreement shall constitute a security agreement under applicable law, (ii) the The Seller shall be deemed maintain its books and records, including but not limited to have granted any computer files and master data processing records, so that such records that refer to the Purchaser, and the Seller hereby does grant to the Purchaser, a first priority security interest in all of Receivables sold or contributed hereunder shall indicate clearly that the Seller's right, title and interest in, in such Receivables has been sold or contributed to the Buyer and under the related Purchased Assets, whether now owned or hereafter acquired or arising, in order to secure all of the Seller’s obligations hereunder, (iii) the possession by the Custodian of Mortgage Notes and that such other items of property as constitute “instruments”, “money”, “negotiable documents” or “chattel paper” (each as defined in the applicable UCC) shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest in such item Receivables has been pledged by the Buyer to the Agent (for the benefit of property pursuant to Section 9-313 the Lenders) as collateral security for the Buyer's obligations under the Credit Agreement. Indication of the Buyer's ownership of Receivables shall be deleted from or modified on the Seller's records when, and only when, the Receivables shall have been paid in full or the Buyer's ownership of such Receivables shall have been repurchased (or comparable provisionpurchased) by the Seller from the Buyer. The Seller agrees to deliver to the Buyer on the earlier of the applicable UCCfirst Purchase Date or the first Contribution Date and on the Restatement Effective Date a list, which may be a computer file, disk or microfiche list, containing a true and (iv) notifications complete schedule of all Receivables constituting Transferred Assets. Such file, disk or list shall be marked as the "Receivables Schedule" and as Schedule I to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such propertythis Agreement, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant delivered to the Loan Agreement shall also be deemed to be an assignment Buyer as confidential and proprietary, and is hereby incorporated into and made a part of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Credit and Security Agreement. If at any time applicable law requires the consent of any bailee, the Seller shall, upon the Purchaser’s reasonable request, obtain such consent (in a form reasonably acceptable to the Purchaser).