Common use of Assignment of Contracts Clause in Contracts

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

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

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

Assignment of Contracts. On the Initial Borrowing DateGSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under representation or warranty (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form except as expressly set forth in Part 3 this Agreement), all of Schedule 2 GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Assignment Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of Contracts the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable OpCo LLC Agreement) that were incurred prior to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)Closing.

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

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

Assignment of Contracts. On As additional security for the Initial Borrowing DateLoan, the Borrower shall have duly authorized, executed hereby transfers and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of assigns to Lender all of the Borrower’s present 's rights and future interests in interest, but not its obligations, in, under and benefits under to each Contract (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices the Construction Contract and consents listed on Schedule 5.07 any agreement with a Design Professional) upon the following terms and conditions: (a) Borrower represents and warrants that the copy of each Contract Borrower has furnished or will furnish to Lender is or will be (as modifiedapplicable) a true and complete copy thereof, supplemented or amended from time to time, the “Assignment of Contracts”) provided thatincluding all amendments thereto, if any, and that Borrower's interest therein is not subject to any Refund Guarantee issued claim, setoff or encumbrance. (b) Neither this assignment nor any action by Lender shall constitute an assumption by Lender of any obligations under any Contract, and Borrower shall continue to be liable for all obligations of Borrower thereunder, Borrower hereby agreeing to perform all of its obligations under each Contract. EXCEPT FOR THOSE LOSSES, COSTS, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) RESULTING FROM ANY FAILURE OF BORROWER TO SO PERFORM. (c) Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Contract or to protect the rights of Borrower or Lender thereunder. EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, LENDER SHALL INCUR NO LIABILITY IF ANY ACTION SO TAKEN BY IT OR IN ITS BEHALF SHALL PROVE TO BE INADEQUATE OR INVALID, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION. (d) Borrower hereby irrevocably constitutes and appoints Lender as Borrower's attorney-in-fact, in Borrower's or Lender's name, to enforce all rights of Borrower under each Contract after the occurrence, and during the pendency, of any Event of Default. Such appointment is coupled with an interest and is therefore irrevocable. (e) In the absence of a continuing Event of Default, Borrower shall have the right to exercise its rights as owner under each Contract, provided that Borrower shall not cancel or materially amend any Contract or do or suffer to be done any act which would impair the security constituted by this assignment without the prior written consent of Lender. 641926; Miami-Dade County – Florida (f) This assignment shall inure to the Borrower on benefit of Lender and its successors and assigns, any purchaser upon foreclosure of the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbHLien Instrument, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed any receiver in possession of the Mortgaged Property and delivered, valid any corporation affiliated with Lender which assumes Lender's rights and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of obligations under this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)Agreement.

Assignment of Contracts. On As additional security for the Initial Borrowing Datepayment of the Loan, Borrower hereby transfers and assigns to Lender all of Borrower’s rights and interest, but not its obligations, in, under and to each Contract upon the following terms and conditions: (a) Borrower represents and warrants that the copy of each Contract Borrower has furnished or will furnish to Lender is or will be (as applicable) a true and complete copy thereof, including all amendments thereto, if any, and that Borrower’s interest therein is not subject to any encumbrance other than in favor of Lender. (b) Neither this assignment nor any action by Lender shall constitute an assumption by Lender of any obligations under any Contract, and Borrower shall continue to be liable for all obligations of Borrower thereunder, Borrower hereby agreeing to perform all of its material obligations under each Contract. EXCEPT FOR THOSE LOSSES, COSTS, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES) RESULTING FROM ANY FAILURE OF BORROWER TO SO PERFORM. (c) During a continuing Event of Default, Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Contract or to protect the rights of Borrower or Lender thereunder. EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, LENDER SHALL INCUR NO LIABILITY IF ANY ACTION SO TAKEN BY IT OR IN ITS BEHALF SHALL PROVE TO BE INADEQUATE OR INVALID, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION. (d) Borrower hereby irrevocably constitutes and appoints Lender as Borrower’s attorney-in-fact, in Borrower’s or Lender’s name, during a continuing Event of Default, to enforce all rights of Borrower under each Contract. Such appointment is coupled with an interest and is therefore irrevocable. (e) In the absence of a continuing Event of Default, and notice from Lender to Borrower directing Borrower that Lender is exercising its rights under this Section 6.1 Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits right to exercise its rights as owner under (x) the Construction each Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if except in the ordinary course of prudent office property management, Borrower shall not cancel or materially amend in any Refund Guarantee issued material respect any Contract or do or suffer to be done any act which would impair, to any material extent, the security constituted by this assignment without the prior written consent of Lender. (f) This assignment shall inure to the Borrower on benefit of Lender and its successors and assigns, any purchaser upon foreclosure of the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbHLien Instrument, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed any receiver in possession of the Mortgaged Property and delivered, valid any corporation affiliated with Lender which assumes Lender’s rights and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of obligations under this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)Agreement.

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

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor If any Contract constituting any of the Collateral Agent Assets is not assignable by Seller to Buyer without the consent of all of a third party, or will not continue in effect after the Borrower’s present and future interests in and benefits under (x) the Construction ContractClosing, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will then Seller shall use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on provide Buyer with such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 third-party consent prior to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable Closing Date to the Lead Arrangers and satisfaction of Buyer (but if Seller's assignment or attempted assignment of any such Contract prior to obtaining the Borrower and customary for transactions third-party consent would constitute a breach of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbHContract, then such Refund Guarantee assignment or attempted assignment shall not be charged pursuant or be deemed effective unless and until the third-party consent is obtained). For any licenses associated with the Contracts listed on Part A of SCHEDULE ANNEX 5.14(E) of the Disclosure Memorandum for which consent is not obtained prior to a duly authorizedthe Closing, executed and deliveredSeller shall, valid and effective charge at Seller's expense, use commercially reasonable efforts to provide Buyer with such third-party consents as soon as practicable after the Closing Date. For the avoidance of doubt, nothing in this Section 7.2 or Section 10.1 shall obligate the Seller to obtain consent with regards to the transfer of licenses associated with the Contracts listed in Part B of SCHEDULE ANNEX 5.14(E). Until Buyer's receipt of any such Refund Guarantee consent not obtained as of the Closing, Seller and Buyer shall reasonably cooperate so that Buyer shall enjoy the benefits and rights of Seller under any such Contract and Buyer shall be responsible for the obligations arising thereunder after the date hereof pursuant to the express terms of such Contract in the form ordinary course of Exhibit Q hereto or otherwise in a form reasonably acceptable business; provided, however, that, with respect to the Lead Arrangers licenses associated with each Contract listed on Part A of SCHEDULE ANNEX 5.14(E) of the Disclosure Memorandum, if, prior to (a) Seller's obtaining the related consent for assignment of such Contract to Buyer and (b) assignment of such Contract to Buyer, Seller fails to provide to Buyer the Borrower benefits and customary for transactions rights of this type, along with appropriate notices Seller under such Contract (as such benefits and consents relating thereto (rights are determined prior to the Closing), Seller shall, to extent incorporated into or such license is still required pursuant for purposes of the Business, promptly pay to Buyer the amount indicated in Part A of SCHEDULE ANNEX 5.14(E) of the Disclosure Memorandum as the estimated per copy license fee applicable to such Exhibit Contract for each copy licensed by Seller immediately prior to the Closing. Seller agrees to be solely responsible for any other obligations or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented liabilities arising under or amended from time related to time, the “Charge such Contract prior to receipt of KfW Refund Guarantees”)such consent.

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

Assignment of Contracts. On As additional security for the Initial Borrowing DateLoan, the Borrower shall have duly authorized, executed hereby transfers and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of assigns to Lender all of the Borrower’s present rights and future interests in interest, but not its obligations, in, under and benefits under to each Contract (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices the General Contract and consents listed on Schedule 5.07 any agreement with a Design Professional) upon the following terms and conditions: (a) Borrower represents and warrants that the copy of each Contract Borrower has furnished or will furnish to Lender is or will be (as modifiedapplicable) a true and complete copy thereof, supplemented or amended from time to time, the “Assignment of Contracts”) provided thatincluding all amendments thereto, if any, and that Borrower’s interest therein is not subject to any Refund Guarantee issued claim, setoff or encumbrance. (b) Neither this assignment nor any action by L▇▇▇▇▇ shall constitute an assumption by Lender of any obligations under any Contract, and Borrower shall continue to be liable for all obligations of Borrower thereunder, Borrower hereby agreeing to perform all of its obligations under each Contract. EXCEPT FOR THOSE LOSSES, COSTS, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF L▇▇▇▇▇, B▇▇▇▇▇▇▇ AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) RESULTING FROM ANY FAILURE OF BORROWER TO SO PERFORM. (c) Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Contract or to protect the rights of Borrower or Lender thereunder. EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, LENDER SHALL INCUR NO LIABILITY IF ANY ACTION SO TAKEN BY IT OR ON ITS BEHALF SHALL PROVE TO BE INADEQUATE OR INVALID, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION. (d) Borrower hereby irrevocably constitutes and appoints L▇▇▇▇▇ as B▇▇▇▇▇▇▇’s attorney-in-fact, in Borrower’s or L▇▇▇▇▇’s name, to enforce all rights of Borrower under each Contract. Such appointment is coupled with an interest and is therefore irrevocable. (e) In the absence of a continuing Event of Default, Borrower shall have the right to exercise its rights as owner under each Contract, provided that Borrower shall not cancel or materially amend any Contract or do or suffer to be done any act which would impair the security constituted by this assignment without the prior written consent of L▇▇▇▇▇. (f) This assignment shall inure to the Borrower on benefit of Lender and its successors and assigns, any purchaser upon foreclosure of the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbHLien Instrument and any receiver in possession of the Mortgaged Property. (g) B▇▇▇▇▇▇▇ hereby agrees that at the request of L▇▇▇▇▇, then such Refund Guarantee shall B▇▇▇▇▇▇▇ will cause to be charged pursuant to a duly authorized, executed and delivereddelivered to L▇▇▇▇▇ consents from any counterparty of B▇▇▇▇▇▇▇’s assignment of such Contract, valid such consents to be in form and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form substance reasonably acceptable satisfactory to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)Lender.

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

Assignment of Contracts. On As additional security for the Initial Borrowing Datepayment of the Debt and the payment and performance of the obligations, covenants and agreements under the Loan Documents, Borrower and each Borrower-Related Party hereby transfers and assigns to Lender for the benefit of Lender all rights and interest, but not its obligations, in, under and to all contracts, subcontracts and agreements, written or oral, between Borrower and any other party, and between parties other than Borrower, in any way relating to (i) the management, maintenance, administration, and marketing of the Property (collectively, the “Management Contracts”), (ii) the development of the Mortgaged Property and/or the construction of the Improvements on the Mortgaged Property, or the supplying of material (specially fabricated or otherwise), labor, supplies, or other services therefor (collectively, the “Construction Contracts”), and (iii) the Mortgaged Property in any other regard (the “Other Contracts”, and collectively with the Management Contracts and the Construction Contracts, the “Contracts”) upon the following terms and conditions: (i) Borrower and each Borrower-Related Party represents and warrants to Lender that the copy of each Contract that Borrower has furnished or will furnish to Lender is or will be a true and complete copy thereof, including all amendments thereto, if any, and that Borrower’s interest therein is not subject to any claim, setoff or encumbrance; (ii) Neither this assignment nor any action by Lender shall constitute an assumption by Lender of any obligations under any Contract, and Borrower shall continue to be liable for all obligations of Borrower thereunder; and Borrower hereby agrees to perform all of its obligations under each Contract. Borrower and each Borrower-Related Party hereby agrees to indemnify and hold Lender harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform any such Contract or any action taken by Lender, except for matters arising as a result of the gross negligence or willful misconduct by Lender; (iii) Upon the occurrence of an Event of Default, and during the continuance thereof, Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Contract or to protect the rights of Borrower or Lender thereunder. Lender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid, and Borrower and each Borrower-Related Party agrees to indemnify and hold Lender harmless against and from any loss, cost, liability or expense (including but not limited to reasonable attorneys’ fees) incurred in connection with any such action, except for matters arising as a result of the gross negligence or willful misconduct of Lender; Loan Agreement – S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ 28 (iv) Borrower hereby irrevocably constitutes and appoints Lender as Borrower’s attorney-in-fact, in Borrower’s or Lender’s name, to enforce all rights of such Borrower under each Contract; provided, however, that Lender agrees not to exercise such appointment until the occurrence of an Event of Default, and during the continuance thereof. Such appointment is coupled with an interest and is therefore irrevocable; (v) Prior to the occurrence of an Event of Default, Borrower shall have duly authorizedthe right to exercise its rights as owner under each Contract; provided, executed that Borrower shall not cancel or amend any Contract or do or suffer to be done any act which would impair the security constituted by this assignment without the prior written consent of Lender, which may be given or withheld in Lender’s sole discretion; and (vi) This assignment shall inure to the benefit of Lender and delivered a valid its successors and effective assignment by way of security in favor assigns, any purchaser upon foreclosure of the Collateral Agent of all of the Borrower’s present and future interests Liens against any Property, any receiver in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge possession of any such Refund Guarantee in the form of Exhibit Q hereto Property or otherwise in a form reasonably acceptable to the Lead Arrangers any portion thereof and the Borrower any entity affiliated with Lender which assumes Lender’s rights and customary for transactions of obligations under this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)Agreement.

Assignment of Contracts. On As additional security for the Initial Borrowing Datepayment of the Loan, Borrower hereby transfers and assigns to Lender all of Borrower's rights and interest, but not its obligations, in, under and to each Contract upon the following terms and conditions: (a) Borrower represents and warrants that the copy of each Contract Borrower has furnished or will furnish to Lender is or will be (as applicable) a true and complete copy thereof, including all amendments thereto, if any, and that Borrower's interest therein is not subject to any claim, setoff or encumbrance. (b) Neither this assignment nor any action by Lender shall constitute an assumption by Lender of any obligations under any Contract, and Borrower shall continue to be liable for all obligations of Borrower thereunder, Borrower hereby agreeing to perform all of its obligations under each Contract. EXCEPT FOR THOSE LOSSES, COSTS, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) RESULTING FROM ANY FAILURE OF BORROWER TO SO PERFORM. (c) Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Contract or to protect the rights of Borrower or Lender thereunder. EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, LENDER SHALL INCUR NO LIABILITY IF ANY ACTION SO TAKEN BY IT OR IN ITS BEHALF SHALL PROVE TO BE INADEQUATE OR INVALID, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION. (d) Borrower hereby irrevocably constitutes and appoints Lender as Borrower's attorney-in-fact, in Borrower's or Lender's name, to enforce all rights of Borrower under each Contract. Such appointment is coupled with an interest and is therefore irrevocable; provided, however, Lender hereby agrees that it shall take no action and have no right to take any actions as Borrower's attorney-in-fact under this provision unless and until an Event of Default shall occur and then be in existence. (e) In the absence of a continuing Event of Default, Borrower shall have duly authorizedthe right to exercise its rights as owner under each Contract, executed provided that Borrower shall not cancel or materially amend any Contract or do or suffer to be done any act which would impair the security constituted by this assignment without the prior written consent of Lender. (f) This assignment shall inure to the benefit of Lender and delivered a valid its successors and effective assignment by way of security in favor assigns, any purchaser upon foreclosure of the Collateral Agent of all Mortgage, any receiver in possession of the Borrower’s present Mortgaged Property and future interests in any corporation affiliated with Lender which assumes Lender's rights and benefits obligations under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)Agreement.

Assignment of Contracts. On As additional security for the Initial Borrowing DateLoan, Borrower hereby transfers and assigns to Lender all of Borrower's rights and interest, but not its obligations, in, under and to each Contract upon the following terms and conditions: (a) Borrower represents and warrants that the copy of each Contract Borrower has furnished or will furnish to Lender is or will be (as applicable) a true and complete copy thereof, including all amendments thereto, if any, and that Borrower's interest therein is not subject to any claim, setoff or encumbrance. (b) Neither this assignment nor any action by Lender shall constitute an assumption by Lender of any obligations under any Contract, and Borrower shall continue to be liable for all obligations of Borrower thereunder, Borrower hereby agreeing to perform all of its obligations under each Contract. EXCEPT FOR THOSE LOSSES, COSTS, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) RESULTING FROM ANY FAILURE OF BORROWER TO SO PERFORM. LOAN AGREEMENT - Page 28 667404; Miami-Dade County – Florida (c) Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Contract or to protect the rights of Borrower or Lender thereunder. EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, LENDER SHALL INCUR NO LIABILITY IF ANY ACTION SO TAKEN BY IT OR IN ITS BEHALF SHALL PROVE TO BE INADEQUATE OR INVALID, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION. (d) Borrower hereby irrevocably constitutes and appoints Lender as Borrower's attorney-in-fact, in Borrower's or Lender's name, to enforce all rights of Borrower under each Contract after the occurrence, and during the pendency, of any Event of Default. Such appointment is coupled with an interest and is therefore irrevocable. (e) In the absence of a continuing Event of Default, Borrower shall have duly authorizedthe right to exercise its rights as owner under each Contract, executed provided that Borrower shall not cancel or materially amend any Contract or do or suffer to be done any act which would impair the security constituted by this assignment without the prior written consent of Lender. (f) This assignment shall inure to the benefit of Lender and delivered a valid its successors and effective assignment by way of security in favor assigns, any purchaser upon foreclosure of the Collateral Agent of all Lien Instrument, any receiver in possession of the Borrower’s present Mortgaged Property and future interests in any corporation affiliated with Lender which assumes Lender's rights and benefits obligations under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)Agreement.

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

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

Assignment of Contracts. On As additional security for the Initial Borrowing Datepayment of the Debt and the payment and performance of the obligations, covenants and agreements under the Loan Documents, Borrower and each Borrower-Related Party hereby transfers and assigns to Lender for the benefit of Lender all rights and interest, but not its obligations, in, under and to all contracts, subcontracts and agreements, written or oral, between Borrower and any other party, and between parties other than Borrower, in any way relating to (i) the management, maintenance, administration, and marketing of the Property (collectively, the “Management Contracts”), (ii) the development of the Mortgaged Property and/or the construction of Improvements on the Mortgaged Property, or the supplying of material (specially fabricated or otherwise), labor, supplies, or other services therefor (collectively, the “Construction Contracts”), and (iii) the Mortgaged Property in any other regard (the “Other Contracts”, and collectively with the Management Contracts and the Construction Contracts, the “Contracts”) upon the following terms and conditions: (i) Borrower and each Borrower-Related Party represents and warrants to Lender that the copy of each Contract that Borrower has furnished or will furnish to Lender is or will be a true and complete copy thereof, including all amendments thereto, if any, and that Borrower’s interest therein is not subject to any claim, setoff or encumbrance; (ii) Neither this assignment nor any action by Lender shall constitute an assumption by Lender of any obligations under any Contract, and Borrower shall continue to be liable for all obligations of Borrower thereunder; and Borrower hereby agrees to perform all of its obligations under each Contract. Borrower and each Borrower-Related Party hereby agrees to indemnify and hold Lender harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform any such Contract or any action taken by Lender, except for matters arising as a result of the gross negligence or willful misconduct by Lender; (iii) Upon the occurrence of an Event of Default, and during the continuance thereof, Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Contract or to protect the rights of Borrower or Lender thereunder. Lender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid, and Borrower and each Borrower-Related Party agrees to indemnify and hold Lender harmless against and from any loss, cost, liability or expense (including but not limited to reasonable attorneys’ fees) incurred in connection with any such action, except for matters arising as a result of the gross negligence or willful misconduct of Lender; (iv) Borrower hereby irrevocably constitutes and appoints Lender as Borrower’s attorney-in-fact, in Borrower’s or Lender’s name, to enforce all rights of such Borrower under each Contract; provided, however, that Lender agrees not to exercise such appointment until the occurrence of an Event of Default, and during the continuance thereof. Such appointment is coupled with an interest and is therefore irrevocable; Loan AgreementFrisco 113, Collin County, Texas 28 (v) Prior to the occurrence of an Event of Default, Borrower shall have duly authorizedthe right to exercise its rights as owner under each Contract; provided, executed that Borrower shall not cancel or amend any Contract or do or suffer to be done any act which would impair the security constituted by this assignment without the prior written consent of Lender, which may be given or withheld in Lender’s sole discretion; and (vi) This assignment shall inure to the benefit of Lender and delivered a valid its successors and effective assignment by way of security in favor assigns, any purchaser upon foreclosure of the Collateral Agent of all of the Borrower’s present and future interests Liens against any Property, any receiver in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge possession of any such Refund Guarantee in the form of Exhibit Q hereto Property or otherwise in a form reasonably acceptable to the Lead Arrangers any portion thereof and the Borrower any entity affiliated with Lender which assumes Lender’s rights and customary for transactions of obligations under this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)Agreement.