Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. As additional security for the Obligations, Borrower hereby transfers and assigns to Agent, for the benefit of the Lenders, all of Borrower’s right, title and interest, but not its liability, in, under, and to all contracts and agreements related to the Collateral and agrees that all of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon the written instruction of the Majority Lenders, 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 the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each 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 such contracts or any action taken by Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts. As additional security for If this Agreement is not terminated on or before the ObligationsRisk Date, Borrower hereby transfers then Purchaser shall, either before or on the Risk Date, provide Seller with written notice (the "Contract Notice") indicating whether Purchaser wants Seller to terminate any assignable service, supply or maintenance contracts which relate to the Property and assigns which, by their terms, are terminable prior to Agentthe Closing Date without cost to Seller. Seller shall terminate any assignable service, for supply or maintenance contracts which relate to the benefit Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller, which are listed on Purchaser's Contract Notice. All of the Lendersassignable service, all of Borrower’s rightsupply and maintenance contracts referred to in Article I(e), title and interest, but not its liability, in, under, and other than those contracts required to all contracts and agreements related be terminated by Seller pursuant to the Collateral Contract Notice, are referred to collectively as the "Contracts" and agrees that individually as a "Contract." Seller shall timely perform all of the same are covered obligations on the part of Seller to be performed under the Contracts up to and including the Closing Date; provided, however, that nothing in this Section 6.1 shall prevent Seller from terminating a Contract (or Contracts) if Seller, in its sole and absolute discretion, deems such termination necessary to comply with Seller's obligation under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior to the earlier of the receipt by Seller of the security agreement Contract Notice or the Risk Date, or (ii) only with the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the Security Agreementsimmediately preceding sentence shall become a Contract. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to On the foregoing assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender Closing Date, Seller shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform assign and Purchaser shall assume all of its obligations under any contract, the rights and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon Seller under the written instruction Contracts from and after Closing pursuant to an Assignment and Assumption of the Majority Lenders, shall have the right at any time (but shall have no obligation) to take in its name or Contracts and Intangible Property in the name of Borrower such action form attached hereto and made a part hereof as the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each 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 such contracts or any action taken by Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.Exhibit F.

Assignment of Contracts. As additional security for Duly executed and acknowledged Assignment of Contracts assigning and conveying to Buyer the Obligations, Borrower hereby transfers and assigns to Agent, for the benefit of the Lenders, all of BorrowerSeller’s right, title and interest, but not its liability, interest in, under, to and under the assignable Contracts and containing an indemnity by Seller in favor of Buyer for Claims related to all periods prior to the Closing and (if such contracts and agreements are assumed by Buyer) containing an indemnity by Buyer in favor of Seller related to the Collateral and agrees that all period after the Closing, together with original executed counterparts of contracts affecting or relating to the Property or any transferred interest, to the extent Seller or its agents have such original executed counterparts in their possession as of the same are covered Closing date. □ Assignment of Leases. Duly executed, acknowledged and recordable Assignment of Leases assigning and conveying to the Buyer the Landlord’s interest in, to and under any existing leases and containing an indemnity by Seller in favor of Buyer for claims by tenants arising prior to the Closing, and an indemnity by Buyer in favor of Seller for claims by tenants arising after the Closing, together with original executed counterparts of leases affecting or relating to the Property or any transferred interest, to the extent Seller or its agents have such original executed counterparts in their possession as of the Closing date. □ Notice to Tenants. A letter executed by the security agreement provisions Seller in a form approved by the Buyer and addressed to all tenants under existing leases, notifying such tenants of the Security Agreements. Borrower agrees change in ownership of the Property and directing that payment of all rent and other sums due from such tenants from and after Closing be made to Buyer or such other party as Buyer may direct (it shall be the responsibility of Seller to deliver to Agent from time to time upon Agent’s request such consents letters to the foregoing assignment from parties contracting with Borrower as Agent may requiretenants.) □ Rent Roll. Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender A complete and accurate rent roll for the Property updated through the date of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contract, Closing and Borrower shall continue certified to be liable for true and correct by Seller at Closing. □ Estoppel Certificates. Estoppel certificates from all obligations of Borrower with respect thereto. Agentexisting commercial tenants, concessionaires and licensees upon the written instruction of the Majority LendersProperty, shall have the right at any time if any, in form and content acceptable to Buyer and dated no earlier than 30 days prior to Closing (but shall have no obligation) to take in its name or in the name of Borrower such action as the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each 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 such contracts or any action taken by Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbranceexcluding individual tenant leases).

Assignment of Contracts. As additional security for If this Agreement is not terminated on or before the ObligationsRisk Date, Borrower hereby transfers then Purchaser shall, either before or on the Risk Date, provide Seller with written notice (the "Contract Notice") indicating whether Purchaser wants Seller to terminate any assignable service, supply or maintenance contracts which relate to the Property and assigns which, by their terms, are terminable prior to Agentthe Closing Date without cost to Seller. Seller shall terminate any assignable service, for supply or maintenance contracts which relate to the benefit Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller, which are listed on Purchaser's Contract Notice. All of the Lendersassignable service, all of Borrower’s right, title supply and interest, but not its liability, in, under, and to all maintenance contracts and agreements related leases covering items of personal property referred to in Article I(g), other than those contracts and leases required to be terminated by Seller pursuant to the Collateral Contract Notice, together with agreements relating to Commission Obligations (defined in Section 6.7(a) below) or Lease Expenses (defined in Section 6.7(a) below), are referred to collectively as the "Contracts" and agrees that individually as a "Contract." Seller shall timely perform all of the same are covered obligations on the part of Seller to be performed under the Contracts up to and including the Closing Date; provided, however, that nothing in this Section 6.2 shall prevent Seller from terminating a Contract (or Contracts) if Seller, in its sole and absolute discretion, deems such termination necessary to comply with Seller's obligation under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior to the earlier of the receipt by Seller of the security agreement Contract Notice or the Risk Date, or (ii) only with the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the Security Agreementsimmediately preceding sentence shall become a Contract. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to On the foregoing assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender Closing Date, Seller shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform assign and Purchaser shall assume all of its obligations under any contract, the rights and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon Seller under the written instruction Contracts from and after Closing pursuant to an Assignment and Assumption of the Majority Lenders, shall have the right at any time (but shall have no obligation) to take in its name or Contracts and Intangible Property in the name of Borrower such action form attached hereto and made a part hereof as the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each 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 such contracts or any action taken by Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.Exhibit I.

Assignment of Contracts. As additional Tenant hereby transfers, assigns and sets over to Landlord, and its successors and assigns, all of its rights, title and interest in and to the Assigned Contracts. This assignment is made as collateral security for the Obligations, Borrower hereby transfers Tenant's prompt payment of the Rent when due and assigns to Agent, for the benefit performance of the Lenders, all of Borrower’s right, title and interest, but not its liability, in, under, and to all contracts and agreements related to the Collateral and agrees that all of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contract, and Borrower shall continue to be liable for all other obligations of Borrower with respect theretoTenant under the Loan Documents. AgentUpon receipt by Tenant of written notice from Landlord that an Event of Default has occurred and is continuing, upon the written instruction of the Majority Lenders, Landlord shall have the right at any time (but shall have no obligation) to take right, in its sole and absolute discretion and with no obligation whatsoever to exercise such right, to exercise all the rights of Tenant under the Assigned Contracts as to the Leased Property to which such Event of Default relates. Until the occurrence and during the continuance of an Event of Default, Landlord shall not exercise any rights hereunder and Tenant shall be entitled to all rights, issues, rents and profits under the Assigned Contracts. Tenant, by executing this Lease, agrees that Landlord does not assume any obligations or duties of Tenant concerning the Assigned Contracts until and unless Landlord shall exercise its rights hereunder. Tenant hereby irrevocably constitutes and appoints Landlord as the Tenant's attorney-in-fact to demand, receive and enforce Tenant's rights with respect to the Assigned Contracts, to give appropriate receipts, releases and satisfactions for and on Tenant's behalf and to do any and all acts in Tenant's name or in the name of Borrower such action the Landlord with the same force and effect as the Majority Lenders may determine Tenant could do if this assignment had not been made. The foregoing assignment shall be deemed to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable. Landlord will not be deemed in any manner to have assumed any liabilities or obligations relating to any of the Assigned Contracts, nor shall Landlord be liable to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights person by reason of Borrower any default by any party under any contractof the Assigned Contracts. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove Tenant agrees to be inadequate or invalid. Borrower indemnifies indemnify and holds Agent and each Lender to hold Landlord harmless against of and from any lossand all liabilities, costlosses, liability damages, expenses or expense (including, but not limited to, consultants’ fees costs which it may or might incur by reason of any claims or demands against it based on its alleged assumption of Tenant's duty and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure obligation to perform such contracts or any action taken by Agent or any Lenderand discharge the terms, covenants and agreements in the Assigned Contracts, except as set forth in to the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished extent caused by Landlord's willful misconduct or to be furnished to Agent is and shall be a true and complete copy thereof, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrancegross negligence.

Assignment of Contracts. As additional security During the Transition Period, Licensee will have the right to request that Licensor assign to Licensee any of the Potential Assigned Contracts. On a Potential Assigned Contract-by-Potential Assigned Contract basis, until the earlier of (a) the conclusion of the Transition Period, (b) Licensee’s notification to Licensor that it elects to assume the applicable Potential Assigned Contract, or (c) Licensee’s notification to Licensor that it declines to assume the applicable Potential Assigned Contract, Licensor will maintain such Potential Assigned Contract in good standing. Licensee will endeavor to notify Licensor as promptly during the Transition Period as possible if Licensee does not intend to assume a Potential Assigned Contract. If Licensee elects to have assigned to it a Potential Assigned Contract, then Licensee will reimburse Licensor for Licensor’s reasonable and documented costs and expenses incurred in maintaining such Potential Assigned Contract during the Transition Period (including amounts for activities conducted during the Transition Period, even if initiated prior to the Effective Date), which costs and expenses will not materially exceed the estimated costs and expenses provided to Licensee as of the Effective Date for such Potential Assigned Contract for the ObligationsTransition Period. Upon such Licensee’s request, Borrower hereby transfers Licensor will, and assigns will cause its Affiliates to, initiate the assignment and transfer to AgentLicensee, for the benefit free and clear of the Lendersall liabilities, claims, liens, charges, and encumbrances, all of BorrowerLicensor’s rightand Licensor’s Affiliates’ rights, title title, and interest, but not its liability, interests in, to, and under, the requested Potential Assigned Contract. Each Party will use its best efforts to complete such assignments within [***] after the date upon which Licensee requested assignment of such Potential Assigned Contract, and in any event, will complete such assignments within [***] after the date of such request. The foregoing reimbursement obligation will apply during such assignment period. For each Potential Assigned Contract that is assigned to Licensee pursuant to this Section 2.6 (Assignment of Contracts), Licensor will retain all contracts liabilities arising under such contract (i) prior to the date of assignment thereof to Licensee, (ii) after the date of assignment thereof to Licensee resulting from activities of Licensor or its Affiliates prior to the date of assignment thereof, and agreements (iii) related to the Collateral and agrees that all Licensor’s Exploitation of the same are covered by Licensed Products outside the security agreement provisions Territory or of any product that is not a Licensed Product anywhere in the world. Notwithstanding the foregoing, [***]. With respect to any milestone event payment included in a Potential Assigned Contract that is assigned to Licensee, the liability for such payments will be based upon the date of achievement of the Security Agreementsapplicable milestone event (and not the invoice date for such payment), such that [***]. Borrower agrees The assignment of any Potential Assigned Contract to deliver Licensee will be pursuant to Agent from time either (A) an assignment and assumption agreement in substantially the form set forth on Schedule 8A hereto if the applicable Third Party vendor’s consent is not required for such assignment, or (B) a novation agreement in substantially the form set forth on Schedule 8B hereto, if the applicable Third Party vendor’s consent is required for such assignment. The assignment of any Potential Assigned Contract will not be considered complete until (I) the delivery to time upon Agent’s request Licensee of such assignment and assumption agreement by Licensor to Licensee in accordance with this Section 2.6 (Assignment of Contracts), (II) all necessary consents to assign the foregoing Potential Assigned Contract have been obtained, and (III) all notices required before assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under Potential Assigned Contract have been sent. With respect to any contractPotential Assigned Contract that requires the Third Party vendor’s consent, Licensor will use best efforts to obtain such consent without qualification. Borrower hereby agrees With respect to perform all of its obligations under any contractsuch Potential Assigned Contract that does not solely relate to Licensed Antibodies or Licensed Products, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agentin seeking the applicable Third Party consent, upon Licensor will request that such Third Party duplicate the written instruction terms of the Majority Lenders, shall have the right at any time (but shall have no obligation) existing Potential Assigned Contract with a scope that is limited to take in its name or in the name of Borrower such action as the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes Licensed Antibodies and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-factLicensed Products, which power of attorney is coupled duplicated agreement will be entered into by Licensee, with an interest Licensor retaining rights and irrevocable, liabilities under such Potential Assigned Contract other than those specific to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies the Licensed Antibodies and holds Agent and each 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 such contracts or any action taken by Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbranceLicensed Products.

Assignment of Contracts. As additional security for the Obligations, Borrower hereby transfers and assigns to Agent, Administrative Agent for the ratable benefit of the Lenders, Administrative Agent and Lenders and grants a security interest in all of Borrower’s right, title and interest, but not its liability, in, under, and to all contracts construction, architectural and agreements related to the Collateral design contracts, and agrees that all of the same are covered by the security agreement provisions of the Security AgreementsMortgage. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or any Lender Lenders shall constitute an assumption by Administrative Agent or any Lender Lenders of any obligation under any contract. , Borrower hereby agrees to perform all of its obligations under any contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon the written instruction of the Majority Lenders, Administrative Agent 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 the Majority Lenders Administrative Agent may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Administrative Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Administrative Agent’s or any and Lender’s name all rights of Borrower under any contract. Neither Administrative Agent nor any Lender shall incur any no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and each Lender Lenders 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 such contracts or any such action taken by Administrative Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDERLenders. Borrower represents and warrants to Administrative Agent and to each Lender Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts. As additional security for If this Agreement is not terminated on or before the ObligationsRisk Date, Borrower hereby transfers then Purchaser shall, either before or on the Risk Date, provide Seller with written notice (the "Contract Notice") indicating whether Purchaser wants Seller to terminate any assignable service, supply or maintenance contracts or parking agreements which relate to the Property and assigns which, by their terms, are terminable prior to Agentthe Closing Date without cost to Seller. Seller shall terminate any assignable service, for supply or maintenance contracts which relate to the benefit Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller, which are listed on Purchaser's Contract Notice. All of the Lendersassignable service, all of Borrower’s rightsupply and maintenance contracts and parking agreements referred to in Article 1(f), title and interest, but not its liability, in, under, and to all other than those contracts and agreements related required to be terminated by Seller pursuant to the Collateral Contract Notice, are referred to collectively as the "Contracts" and agrees that individually as a "Contract." Seller shall timely perform all of the same are covered obligations on the part of Seller to be performed under the Contracts up to and including the Closing Date; provided, however, that nothing in this Section 6.1 shall prevent Seller from terminating a Contract (or Contracts) if Seller, in its sole and absolute discretion, deems such termination necessary to comply with Seller's obligation under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior to the earlier of the receipt by Seller of the security agreement Contract Notice or the Risk Date, or (ii) only with the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the Security Agreementsimmediately preceding sentence shall become a Contract. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to On the foregoing assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender Closing Date, Seller shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform assign and Purchaser shall assume all of its obligations under any contract, the rights and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon Seller under the written instruction Contracts from and after Closing pursuant to an Assignment and Assumption of the Majority Lenders, shall have the right at any time (but shall have no obligation) to take in its name or Contracts and Intangible Property in the name of Borrower such action form attached hereto and made a part hereof as the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each 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 such contracts or any action taken by Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.Exhibit H.

Assignment of Contracts. As additional security for the Obligations, Borrower hereby transfers and assigns to Agent, for the benefit ‌ (a) Section 2.01(b) of the LendersDisclosure Schedules sets forth a list of all Contracts to which, all of Borrower’s rightto Sellers’ Knowledge, title a Seller is a party and interest, but not its liability, in, under, and which are to all contracts and agreements related be included in the Assigned Contracts. Sellers shall make such deletions to the Collateral and agrees that all Section 2.01(b) of the same are covered by the security agreement provisions Disclosure Schedules as Buyer shall, in its sole discretion, request in writing. Any such deleted Contract shall be deemed to no longer be an Assigned Contract. Any Contract of Sellers that is not listed on Section 2.01(b) of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender Disclosure Schedules shall constitute not be considered an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon the written instruction of the Majority Lenders, 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 the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each 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 such contracts or any action taken by Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is Assigned Contract and shall be a true deemed an Excluded Contract. Buyer and complete copy thereof, Sellers acknowledge and agree that there shall be no reduction in the Purchase Price if Buyer elects to delete any Contracts from Section 2.01(b) of the Disclosure Schedules. (b) Sellers shall take all actions required to assume and assign the Assigned Contracts to Buyer, including using commercially reasonable efforts to facilitate any negotiations with the counterparties to such Assigned Contracts and to obtain a finding under the Sale Order that the proposed assumption and assignment of the Assigned Contracts to Buyer satisfy all applicable requirements of Section 365 of the Bankruptcy Code. Notwithstanding the foregoing, Sellers shall not pay any Cure Costs without the consent of Oxford Finance LLC. (c) At the Closing, (i) Sellers shall, pursuant to the Sale Order and the Assignment and Assumption Agreement(s) or the Assignment and Assumption of Lease(s), as applicable, assign to Buyer (the consideration for which is included in the Purchase Price) each of the Assigned Contracts that is capable of being assigned under applicable Law and (ii) Buyer shall assume and discharge the Assumed Liabilities (if any) under the Assigned Contracts, pursuant to the Assignment and Assumption Agreement(s) or the Assignment and Assumption of Lease(s), as applicable. (d) If prior to or following Closing, it is discovered that a Contract should have been listed in Section 2.01(b) of the Disclosure Schedules but was not so listed (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly (but in no modifications thereof event later than two Business Days following the discovery thereof) notify Buyer in writing of such Previously Omitted Contract. Buyer shall deliver written notice to Sellers promptly thereafter, designating such Previously Omitted Contract as “Assumed” or “Excluded” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated as “Excluded,” or with respect to which ▇▇▇▇▇ fails to deliver a Previously Omitted Contract Designation, shall be an Excluded Contract. If Buyer designates a Previously Omitted Contract as “Assumed”, Section 2.01(b) of the Disclosure Schedules shall be amended to include such Previously Omitted Contract and Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of Sellers’ intention to assign and Buyer's intention to assume such Previously Omitted Contract in accordance with this Agreement. The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with ten Business Days to object, in writing to Sellers and Buyer, to the assumption of its Contract. If the counterparties, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ are not fully set forth in unable to reach a consensual resolution with respect to the copies deliveredobjection, Sellers will seek an expedited hearing before Bankruptcy Court to approve the assumption. If no objection is timely served on Sellers and that Borrower’s interest therein is not subject Buyer, Sellers shall obtain an order of the Bankruptcy Court approving the assumption of the Previously Omitted Contract. Sellers and Buyer shall execute, acknowledge and deliver such other instruments and take commercially reasonable efforts as are reasonably practicable for Buyer to any claim, setoff, or encumbranceassume the rights and obligations under such Previously Omitted Contract.

Assignment of Contracts. As additional security for the Obligations(a) Seller agrees to assign or cause to be assigned to Buyer, Borrower hereby transfers and assigns to Agent, for the benefit as of the LendersClosing, all of Borrower’s right, title and interest, but not its liability, in, underthe rights of Seller under the Contracts that are assignable without consent of any third party, and to all contracts and agreements related to the Collateral and agrees that all Buyer shall assume, as of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contractClosing, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. AgentSeller thereunder which arise at or after Closing. (b) Anything in this Agreement to the contrary notwithstanding, upon the written instruction Seller shall not be obligated to sell, assign, transfer or convey or cause to be sold, assigned, transferred or conveyed to Buyer any of Seller's rights in or to any of the Majority LendersContracts without first obtaining all necessary approvals, consents or waivers. Seller shall use all reasonable efforts, and Buyer shall reasonably cooperate with Seller, to obtain all necessary approvals, consents or waivers, or to resolve any impracticalities of transfer necessary to assign or convey to Buyer each such Contract. In the event Seller obtains consent to assignment of a Contract prior to the Closing, Buyer shall assume, as of Closing, all obligations of Seller thereunder which arise on or after the Closing Date, as though no consent was required. (c) To the extent that any of the approvals, consents or waivers referred to in Section 1.5(b) have not been obtained by Seller as of the right at Closing, or until any time impracticalities of transfer are resolved, Seller shall, during the remaining term of such Contracts, use all reasonable efforts to (but shall have no obligationi) obtain the consent of any such third party with the filing fees and ordinary administrative charges payable to take in its name or in the name of Borrower such action as the Majority Lenders may determine third party to be necessary paid by Buyer; (ii) cooperate with Buyer in any reasonable and lawful arrangements designed to cure provide the benefits of such Contracts to Buyer, so long as Buyer fully cooperates with Seller in such arrangements and indemnifies Seller and all affiliates of Seller fully and completely for any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorneyactual out-inof-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each Lender harmless against and from any pocket loss, costdamage, liability liability, obligation or expense (includingincluding reasonable attorneys' fees) (collectively, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses"Losses") incurred by them in connection with Borrower’s failure any such Contract arising from or relating to perform any period on or after the Closing Date; and (iii) enforce, at the request of Buyer and at the expense and for the account of Buyer, any rights of Seller arising from such contracts Contracts against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Contracts in accordance with the terms thereof upon the request of Buyer), so long as Buyer indemnifies Seller and all affiliates of Seller fully and completely for any Losses incurred by them in connection with any such enforcement. (d) To the extent that any Contract or any action taken by Agent claim or right arising thereunder or resulting therefrom is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof or the other party thereto, or any Lenderthird person (including a Governmental Body), except as set forth in the next sentence. WITHOUT LIMITATIONand Seller is unable to obtain such approval, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OFconsent or waiver, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OFor if such sale, THE NEGLIGENCE (WHETHER SOLEassignment, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVERtransfer or conveyance or attempted assignment, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy transfer or conveyance would constitute a breach thereof or a violation of any contract furnished law, decree, order, regulation or to be furnished to Agent is and other governmental edict, this Agreement shall be not constitute a true and complete copy sale, assignment, transfer or conveyance thereof, that there or an attempted assignment, transfer or conveyance thereof, nor shall Seller have been no modifications thereof which are not fully set forth in the copies deliveredany obligation to complete any such sale, and that Borrower’s interest therein is not subject to any claimassignment, setoff, transfer or encumbranceconveyance.