Common use of Collateral Assignment Clause in Contracts

Collateral Assignment. (a) Unless otherwise agreed to by the CEI Collateral Agent (in its sole discretion), no Lender may at any time pledge or assign a security interest in all or any portion of its rights under the Loan Documents to any Person other than the CEI Collateral Agent. (b) The Loan Parties (i) consent in all respects to the collateral assignment under the CEI Credit Documents and the CEI Second Lien Notes of all of the Lenders’ right, title and interest in, to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s), in the exercise of the CEI Collateral Agent’s rights and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reason.

Collateral Assignment. (a) Unless otherwise agreed For the purpose of securing the Obligations, Borrower hereby collaterally assigns and transfers to by Agent, for its benefit and the CEI Collateral Agent (in its sole discretion)benefit of the Lenders, no Lender may at any time pledge or assign and grants a security interest to Agent, for its benefit and the benefit of the Lenders (as collateral security for the performance and payment in full of all or Obligations (other than contingent indemnification obligations for which no claim has been made)), in, all right, title and interest of Borrower in, to and under: (i) each Agilis Acquisition Document, including but not limited to, any portion and all rights of its enforcement with respect to any breach by any party to the Agilis Acquisition Documents, including all rights and remedies and the ability to enforce with respect to the “Collateral” (as defined in the Agilis Bridge Loan Agreement) under the Agilis Bridge Loan Documents Documents, rights of indemnification, reservations of rights, assignments of warranties, whenever arising or coming into existence, termination rights, and Borrower’s right to payments under and its right to receive payments or other amounts from any Person other than party pursuant to or in connection with the CEI Collateral Agilis Acquisition Documents, and (ii) all proceeds of the foregoing; provided that neither the Agent nor any Lender shall have any right to enforce the provisions of any Agilis Acquisition Document unless an Event of Default has occurred and is continuing under the Credit Agreement. Upon request of Agent, Borrower shall assign any UCC-1 financing statements filed by Borrower in connection with the Agilis Bridge Loan Agreement to Agent for purposes of securing the Obligations under the Financing Documents. (b) The Loan Parties (i) consent in all respects to Notwithstanding the collateral assignment foregoing, Borrower expressly agrees that it shall remain liable under the CEI Credit Agilis Acquisition Documents and the CEI Second Lien Notes of to perform all of the Lenders’ right, title conditions and interest in, obligations provided therein to be observed and under the Loan Documentsperformed by it, and will execute all such documentation reasonably requested by neither the CEI Collateral assignment pursuant to this Section 5 nor any action taken hereunder, shall cause Agent or any of the collateral trustee Lenders to be under any obligation or liability in any respect to any party to the Agilis Acquisition Documents including, without limitation, Borrower, for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision performance or observance of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the right any of the CEI Collateral Agent representations, warranties, conditions, covenants, agreements or its designee(s) or assignee(s), in the exercise terms of the CEI Collateral Agent’s rights and remedies under the CEI Credit Agilis Acquisition Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reason.

Collateral Assignment. It is expressly understood and agreed that the Entity has the right, to the extent permitted by the Exemption Law, to encumber and/or assign the fee title to the Land and/or Improvements for purposes of (i) financing the design, development and construction of the Project and (ii) permanent mortgage financing relating to the Project. (a) Unless The Borough acknowledges that the Entity and/or its affiliates intend to obtain secured financing in connection with the acquisition, development and construction of the Project. The Borough agrees that the Entity and or its affiliates may, subject to compliance with the Exemption Law, assign, pledge, hypothecate or otherwise agreed to by the CEI Collateral Agent (in its sole discretion), no Lender may at any time pledge or assign a security interest in all or any portion of transfer its rights under this Agreement and/or its interest in the Loan Documents Project to one or more secured parties or any Person other than agents therefor (each, a “Secured Party” and collectively, the CEI Collateral Agent“Secured Parties”) as security for obligations of the Entity, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Entity shall give the Borough written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Borough hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement. (b) The Loan Parties (i) consent If the Entity shall Default in all respects any of its obligations hereunder, the Borough shall give written notice of such Default to the Secured Parties and the Borough agrees that, in the event such Default is not waived by the Borough or cured by the Entity, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Entity hereunder, the Borough will provide the Secured Parties not less than 15 days from the date of such written notice to the Secured Parties with regard to a Payment Default by the Entity, and 90 days from the date the Entity was required to cure any other Default. (c) To the extent permitted by the Exemption Law, in the absence of a Default by the Entity, the Borough agrees to consent to any collateral assignment under by the CEI Credit Documents Entity to any Secured Party or Secured Parties of its interests in this Agreement and the CEI Second Lien Notes of all of the Lenders’ right, title and interest in, to permit each Secured Party to enforce its rights hereunder and under the Loan Documentsapplicable Security Arrangement and shall, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s), in the exercise of the CEI Collateral Agent’s rights and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights upon request of the Secured Parties under Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Loan Documents (Borough’s right to payment from the “Assigned Interests”) and (iv) acknowledge that if Entity, nor shall the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any priority of such Loan Party’s obligations, acknowledgements and agreements payments be affected by the Secured Party exercising its rights under this paragraph for any reasonapplicable Security Arrangement.

Collateral Assignment. As collateral security for the prompt payment in full when due (awhether at stated maturity, by acceleration or otherwise) Unless otherwise agreed of the Secured Obligations, the Borrower hereby assigns, pledges and grants to by the CEI Collateral Agent (in its sole discretion), no Lender may at any time pledge or assign a security interest in all or any portion of its rights under the Loan Documents to any Person other than the CEI Collateral Agent. (b) The Loan Parties (i) consent in all respects to the collateral assignment under the CEI Credit Documents and the CEI Second Lien Notes of all of the Lenders’ Borrower's right, title and interest in, to and under the Loan Documentsfollowing property, whether now owned by the Borrower or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"): (a) the HELOCs listed on Annex 1 hereto, all HELOCs now or hereafter made or acquired by the Borrower, all loans made pursuant to all such HELOCs and (without duplication) all general intangibles (including payment intangibles) and accounts (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money due and to become due to the Borrower in respect of any of the HELOCs Security and Assignment Agreement (such HELOCs, general intangibles, accounts and moneys due and to become due being herein called collectively "Accounts"); (b) all instruments and chattel paper (each as defined in the Uniform Commercial Code), and will execute all such documentation reasonably requested by other contracts, of the CEI Collateral Agent Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the collateral trustee for payment of, any of the CEI Second Lien Notes to evidence such pledge HELOCs, including (but not limited to) promissory notes and collateral assignment, credit agreements (iiherein collectively called "Instruments"); (c) agree that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred Account and the balance from time to or specified time in such provision of such Loan Document, the Collateral Account; (iiid) acknowledge the right all Underlying Mortgages in respect of the CEI Collateral Agent or its designee(s) or assignee(s), in the exercise of the CEI Collateral Agent’s rights HELOCs and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents security interest granted in favor of the Substitute Lender. Each Loan Party agrees not Borrower in connection with the HELOCs; and (e) all proceeds, products, accessions, rents, profits, income, benefits, substitutions and replacements of and to contest or challenge or support any other Person in contesting or challenging any of the property of the Borrower described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such Loan Party’s obligationsproceeds, acknowledgements products and agreements accessions, all books, correspondence, credit files, credit agreements, mortgages, deeds of trust and other security documents, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under this paragraph the control of the Borrower or any computer bureau or service company (including the Servicer) from time to time acting for any reasonthe Borrower.

Collateral Assignment. (a) Unless otherwise agreed For the purpose of securing the Obligations, Borrower hereby collaterally assigns and transfers to by Agent, for its benefit and the CEI Collateral Agent (in its sole discretion)benefit of the Lenders, no Lender may at any time pledge or assign and grants a security interest to Agent, for its benefit and the benefit of the Lenders (as collateral security for the performance and payment in full of all or Obligations (other than contingent indemnification obligations for which no claim has been made)), in, all right, title and interest of Borrower in, to and under: (i) each BioElectron Bridge Loan Document, including but not limited to, any portion and all rights of its enforcement with respect to any breach by any party to the BioElectron Bridge Loan Documents, including all rights and remedies and the ability to enforce with respect to the “Collateral” (as defined in the BioElectron Bridge Loan Agreement) under the BioElectron Bridge Loan Documents Documents, rights of indemnification, reservations of rights, assignments of warranties, whenever arising or coming into existence, termination rights, and Borrower’s right to payments under and its right to receive payments or other amounts from any Person other than party pursuant to or in connection with the CEI Collateral BioElectron Bridge Loan Documents, and (ii) all proceeds of the foregoing; provided that neither the Agent nor any Lender shall have any right to enforce the provisions of any BioElectron Bridge Loan Document unless an Event of Default has occurred and is continuing under the Credit Agreement. Upon request of Agent, Borrower shall assign any UCC-1 financing statements filed by Borrower in connection with the BioElectron Bridge Loan Agreement to Agent for purposes of securing the Obligations under the Financing Documents. (b) The Loan Parties (i) consent in all respects to Notwithstanding the collateral assignment foregoing, Borrower expressly agrees that it shall remain liable under the CEI Credit BioElectron Bridge Loan Documents and the CEI Second Lien Notes of to perform all of the Lenders’ rightconditions and obligations provided therein to be observed and performed by it, title and interest inneither the assignment pursuant to this Section 5 nor any action taken hereunder, shall cause Agent or any of the Lenders to and be under any obligation or liability in any respect to any party to the BioElectron Bridge Loan Documents including, without limitation, Borrower, for the performance or observance of any of the representations, warranties, conditions, covenants, agreements or terms of the BioElectron Bridge Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s), in the exercise of the CEI Collateral Agent’s rights and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reason.

Collateral Assignment. (a) Unless otherwise agreed For the purpose of securing the Obligations, each Borrower hereby collaterally assigns and transfers to by the CEI Collateral Agent (in its sole discretion)Lenders, no Lender may at any time pledge or assign and grants a security interest to Lender, for its benefit and the benefit of the Lenders (as collateral security for the performance and payment in full of all or Obligations (other than contingent indemnification obligations for which no claim has been made)), in, all right, title and interest of such Borrower in, to and under: (a) the Safari Acquisition Agreement, including but not limited to, any portion and all rights of its rights under the Loan Documents enforcement with respect to any Person breach by any party to the Safari Acquisition Agreement, rights of indemnification, reservations of rights, assignments of warranties, whenever arising or coming into existence, termination rights, and such Borrower’s right to payments under and its right to receive payments or other than amounts from any party pursuant to or in connection with the CEI Collateral AgentSafari Acquisition Agreement, and (b) all proceeds of the foregoing. (b) The Loan Parties Upon the occurrence and during the continuance of an Event of Default, Lender may enforce, either in its own name or in the name of any Borrower, all rights of such Borrower under the Safari Acquisition Agreement in accordance with the terms thereof, and may: (ia) consent in compromise or settle any disputed claims as to rights of such Borrower under Safari Acquisition Agreement; (b) give releases or acquittances of rights of such Borrower under the Safari Acquisition Agreement; or (c) do any and all respects things necessary, convenient or proper to fully and completely effectuate the collateral assignment of the rights of such Borrower under the CEI Credit Documents and Safari Acquisition Agreement pursuant hereto. (c) Notwithstanding the CEI Second Lien Notes of foregoing, each Borrower expressly agrees that it shall remain liable under the Safari Acquisition Agreement to perform all of the Lenders’ right, title conditions and interest in, obligations provided therein to be observed and under the Loan Documentsperformed by it, and will execute all neither the assignment pursuant to this Section 10 nor any action taken hereunder, shall cause Lender to be under any obligation or liability in any respect to any party to the Safari Acquisition Agreement including, without limitation, such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee Borrower, for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision performance or observance of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the right any of the CEI Collateral Agent representations, warranties, conditions, covenants, agreements or its designee(s) or assignee(s), in the exercise terms of the CEI Collateral Agent’s rights and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasonSafari Acquisition Agreement.

Collateral Assignment. It is expressly understood and agreed that the Entity has the right, to the extent permitted by the Exemption Law and the Redevelopment Agreement, to encumber and/or assign the fee title to portions of the Property and/or Improvements for purposes of (i) financing the design, development, and construction of the Project, or (ii) obtaining permanent mortgage financing relating to the Project and that any such encumbrance or assignment shall not be deemed to be a violation of this Agreement. (a) Unless The City acknowledges that the Entity and/or Transferees intend to obtain secured financing in connection with the acquisition, development, and construction of the Project. The City agrees that the Entity and/or its Transferees may, subject to compliance with the Redevelopment Agreement (if still in effect) and the Exemption Law, assign, pledge, hypothecate, or otherwise agreed to by the CEI Collateral Agent (in transfer its sole discretion), no Lender may at any time pledge or assign a security applicable rights under this Agreement and/or its interest in all the Project to one or more secured parties or any portion agents therefor (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Entity and/or its rights Transferees, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Entity or Transferee, as applicable, shall give the City written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such notice waives any requirement of the City hereunder to provide any notice of Default or notice of intent to enforce its remedies under the Loan Documents to any Person other than the CEI Collateral Agentthis Agreement. (b) The Loan Parties (i) consent in all respects to To the collateral assignment under extent permitted by the CEI Credit Documents and the CEI Second Lien Notes of all of the Lenders’ right, title and interest in, to and under the Loan DocumentsExemption Law, and will execute all such documentation reasonably requested by subject to compliance with the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, Redevelopment Agreement (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified if still in such provision of such Loan Document, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(seffect), in the exercise absence of a Default by the CEI Collateral Agent’s Entity, the City agrees to consent to any collateral assignment by the Entity to any Secured Party or Secured Parties of its interests in this Agreement as they relate to the Project and to permit each Secured Party to enforce its rights hereunder and remedies under the CEI Credit Documentsapplicable Security Arrangement and shall, to make all demands, give all notices, take all actions and exercise all rights upon request of the Secured Parties under Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Loan Documents (City’s right to payment from the “Assigned Interests”) and (iv) acknowledge that if Entity, nor shall the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any priority of such Loan Party’s obligations, acknowledgements and agreements payments be affected by the Secured Party exercising its rights under this paragraph for any reasonapplicable Security Arrangement.

Collateral Assignment. (a) Unless otherwise Notwithstanding any of the foregoing, it is understood and agreed that Lessor may, without the prior written consent of Lessee but with prior notice to by the CEI Collateral Agent (in its sole discretion)Lessee, no Lender may at any time mortgage or pledge or and/or assign a security interest in all or any portion of its rights under the Loan Documents to any Person other than the CEI Collateral Agent. (b) The Loan Parties (i) consent in all respects to the collateral assignment under the CEI Credit Documents and the CEI Second Lien Notes of all of the Lenders’ right, title and interest inin and to this Agreement, the Aircraft or any Rent due hereunder to and any Lender. Lessee shall acknowledge in writing any such mortgage, pledge or assignment by an acknowledgment in a form reasonably satisfactory to the Lessee. Upon notice to the Lessee from any Lender under the Loan Documentsany such mortgage, and will execute all such documentation reasonably requested by the CEI Collateral Agent pledge or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree such Lender may require that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document all Rent shall be paid directly to such Lender and/or that the extent Aircraft be returned to such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan DocumentLender, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s)but, in the exercise case of the CEI Collateral Agent’s rights and remedies under return of the CEI Credit DocumentsAircraft, to make all demandsonly upon completion or termination of this Agreement. Any acknowledgment from the Lessee shall include, give all noticeswithout limitation, take all actions and exercise an agreement of the Lessee that: [Lease Agreement] (i) upon such mortgage, pledge or assignment, all rights of the Secured Parties Lessor hereunder (including without limitation, all rights to be named as loss payee, in accordance with the terms of Exhibit F, and an additional insured under any policies of insurance maintained pursuant to Section 15 hereof, all rights to receive monies, reports, certificates and any other information pursuant to the Loan Documents terms of this Agreement and all rights to indemnification) shall, to the extent provided for in the mortgage, pledge or assignment, be exercisable by such Lender, and such Lender shall be deemed an Indemnified Party and a Tax Indemnitee for all purposes of this Agreement; (ii) the “Assigned Interests”rights of such Lender shall not be subject to any defense, counterclaim, or set-off that the Lessee may have or assert against Lessor; (iii) and such Lender shall not be liable for any of Lessor's obligations hereunder; (iv) acknowledge subject to the terms of the mortgage, pledge or assigninent, such Lender may require that if the CEI Collateral Agent all Rent be paid directly to such party (or its designee(sdesignee), and Lessee agrees that upon receipt of such notice, Lessee shall pay directly to such Lender all Rent due or to become due hereunder; and (v) Lessee shall comply, at the Lessor's expense, with all reasonable requests of Lessor and such Lender in connection with any such mortgage, pledge or assignee(s) has elected to exercise assignment including, without limitation, the rights execution of all consents and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests amendments in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for form reasonably acceptable to Lessee and the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such making of any and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements all registrations and agreements under this paragraph for any reasonfilings.

Collateral Assignment. (a) Unless otherwise agreed Notwithstanding the above, ComEd hereby consents to the assignment by the CEI Collateral Agent (in its sole discretion), no Lender may at any time pledge or assign Seller of a security interest in all or this Agreement to any portion Lenders; PROVIDED THAT Owner shall have provided notice of any such assignment to ComEd. ComEd further agrees to execute documentation to evidence such consent, PROVIDED it shall have no obligation to waive any of its rights under this Agreement. ComEd recognizes that such consent may grant certain rights to such Lenders, which shall be fully developed and described in the Loan Documents to any Person other than the CEI Collateral Agent. (b) The Loan Parties consent documents, including (i) consent this Agreement shall not be amended in all respects any material respect or terminated (except for termination pursuant to the collateral assignment under terms of this Agreement) without the CEI Credit Documents and the CEI Second Lien Notes consent of all of the Lenders’ right, title and interest in, which consent as to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent amendments shall not be unreasonably withheld or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignmentdelayed, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision Lenders shall be given notice of, and a reasonable time period (but in no event more than the time period provided to Seller) to cure, any Seller breach or default of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Documentthis Agreement, (iii) acknowledge if a Lender forecloses, takes a deed in lieu or otherwise exercises its remedies pursuant to any security documents, that ComEd shall, at Lender's request, continue to perform all of its obligations hereunder, and Lender or its nominee may perform in the right place of Seller, and may assign this Agreement to another party in place of Seller (PROVIDED either (i) such proposed assignee is creditworthy and possesses experience and skill in the operation of electric generation plants or (ii) ComEd consents to the assignment to such proposed assignee, which consent shall not be unreasonably withheld (it being understood that ComEd may, in deciding whether to grant such consent, take into account the creditworthiness and the electric generation plant experience and skill of the CEI Collateral Agent or its designee(s) or assignee(sproposed assignee)), in the exercise and enforce all of the CEI Collateral Agent’s Seller's rights and remedies under the CEI Credit Documentshereunder, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if Lender(s) shall have no liability under this Agreement except during the CEI Collateral Agent period of such Lender(s)' ownership and/or operation of a Station(s), (v) that ComEd shall accept performance in accordance with this Agreement by Lender(s) or its designee(s(their) or assignee(snominee, (vi) has elected that ComEd shall make all payments to exercise the rights an account designated by Lender(s), and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s(vii) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) that ComEd shall be substituted for the make representations and warranties to Lender(s) under as Lender(s) may reasonably request with regard to (A) ComEd's corporate existence, (B) ComEd's corporate authority to execute, deliver, and perform this Agreement, (C) the Loan Documents. In the event described in clause binding nature of this Agreement on ComEd, (iv), the Loan Parties shall recognize the Substitute Lender in D) receipt of regulatory approvals by ComEd with respect to its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements performance under this paragraph for Agreement, and (E) whether any reasondefaults by Owner are known by ComEd then to exist under this Agreement.

Collateral Assignment. (a) Unless otherwise agreed Notwithstanding the above, ComEd hereby consents to the assignment by the CEI Collateral Agent (in its sole discretion), no Lender may at any time pledge or assign Seller of a security interest in all or this Agreement to any portion Lenders; PROVIDED that Owner shall have provided notice of any such assignment to ComEd. ComEd further agrees to execute documentation to evidence such consent, PROVIDED it shall have no obligation to waive any of its rights under this Agreement. ComEd recognizes that such consent may grant certain rights to such Lenders, which shall be fully developed and described in the Loan Documents to any Person other than the CEI Collateral Agent. (b) The Loan Parties consent documents, including (i) consent this Agreement shall not be amended in all respects any material respect or terminated (except for termination pursuant to the collateral assignment under terms of this Agreement) without the CEI Credit Documents and the CEI Second Lien Notes consent of all of the Lenders’ right, title and interest in, which consent as to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent amendments shall not be unreasonably withheld or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignmentdelayed, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision Lenders shall be given notice of, and a reasonable time period (but in no event more than the time period provided to Seller) to cure, any Seller breach or default of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Documentthis Agreement, (iii) acknowledge if a Lender forecloses, takes a deed in lieu or otherwise exercises its remedies pursuant to any security documents, that ComEd shall, at Lender's request, continue to perform all of its obligations hereunder, and Lender or its nominee may perform in the right place of Seller, and may assign this Agreement to another party in place of Seller (PROVIDED either (i) such proposed assignee is creditworthy and possesses experience and skill in the operation of electric generation plants or (ii) ComEd consents to the assignment to such proposed assignee, which consent shall not be unreasonably withheld (it being understood that ComEd may, in deciding whether to grant such consent, take into account the creditworthiness and the electric generation plant experience and skill of the CEI Collateral Agent or its designee(s) or assignee(sproposed assignee)), in the exercise and enforce all of the CEI Collateral Agent’s Seller's rights and remedies under the CEI Credit Documentshereunder, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if Lender(s) shall have no liability under this Agreement except during the CEI Collateral Agent period of such Lender(s)' ownership and/or operation of a Reserved Unit(s), (v) that ComEd shall accept performance in accordance with this Agreement by Lender(s) or its designee(s(their) or assignee(snominee, (vi) has elected that ComEd shall make all payments to exercise the rights an account designated by Lender(s), and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s(vii) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) that ComEd shall be substituted for the make representations and warranties to Lender(s) under as Lender(s) may reasonably request with regard to (A) ComEd's corporate existence, (B) ComEd's corporate authority to execute, deliver, and perform this Agreement, (C) the Loan Documents. In the event described in clause binding nature of this Agreement on ComEd, (iv), the Loan Parties shall recognize the Substitute Lender in D) receipt of regulatory approvals by ComEd with respect to its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements performance under this paragraph for Agreement, and (E) whether any reasondefaults by Owner are known by ComEd then to exist under this Agreement.

Collateral Assignment. (a) Unless otherwise Notwithstanding any of the foregoing, it is understood and agreed that Lessor may, without the prior written consent of Lessee but with prior notice to by the CEI Collateral Agent (in its sole discretion)Lessee, no Lender may at any time mortgage or pledge or and/or assign a security interest in all or any portion of its rights under the Loan Documents to any Person other than the CEI Collateral Agent. (b) The Loan Parties (i) consent in all respects to the collateral assignment under the CEI Credit Documents and the CEI Second Lien Notes of all of the Lenders’ right, title and interest inin and to this Agreement, the Aircraft or any Rent due hereunder to and any Lender. Lessee shall acknowledge in writing any such mortgage, pledge or assignment by an acknowledgment in a form reasonably satisfactory to the Lessee. Upon notice to the Lessee from any Lender under the Loan Documentsany such mortgage, and will execute all such documentation reasonably requested by the CEI Collateral Agent pledge or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree such Lender may require that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document all Rent shall be paid directly to such Lender and/or that the extent Aircraft be returned to such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan DocumentLender, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s)but, in the exercise case of the CEI Collateral Agent’s rights and remedies under return of the CEI Credit DocumentsAircraft, to make all demandsonly upon completion or termination of this Agreement. Any acknowledgment from the Lessee shall include, give all noticeswithout limitation, take all actions and exercise an agreement of the Lessee that: (i) upon such mortgage, pledge or assignment, all rights of the Secured Parties Lessor hereunder (including without limitation, all rights to be named as loss payee, in accordance with the terms of Exhibit F, and an additional insured under any policies of insurance maintained pursuant to Section 15 hereof, all rights to receive monies, reports, certificates and any other information pursuant to the Loan Documents terms of this Agreement and all rights to indemnification) shall, to the extent provided for in the mortgage, pledge or assignment, be exercisable by such Lender, and such Lender shall be deemed an Indemnified Party and a Tax Indemnitee for all purposes of this Agreement; (ii) the “Assigned Interests”rights of such Lender shall not be subject to any defense, counterclaim, or set-off that the Lessee may have or assert against Lessor; (iii) and such Lender shall not be liable for any of Lessor's obligations hereunder; (iv) acknowledge subject to the terms of the mortgage, pledge or assignment, such Lender may require that if the CEI Collateral Agent all Rent be paid directly to such party (or its designee(sdesignee), and Lessee agrees that upon receipt of such notice, Lessee shall pay directly to such Lender all Rent due or to become due hereunder; and (v) Lessee shall comply, at the Lessor's expense, with all reasonable requests of Lessor and such Lender in connection with any such mortgage, pledge or assignee(s) has elected to exercise assignment including, without limitation, the rights execution of all consents and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests amendments in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for form reasonably acceptable to Lessee and the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such making of any and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements all registrations and agreements under this paragraph for any reasonfilings.

Collateral Assignment. (a) Unless otherwise agreed to by The Company hereby acknowledges the CEI Collateral Agent (in its sole discretion), no Lender may at any time pledge or assign a grant of Liens on and security interest in all or any portion of its rights under the Loan Documents to any Person other than the CEI Collateral Agent. (b) The Loan Parties (i) consent in all respects to the collateral assignment under the CEI Credit Documents and the CEI Second Lien Notes of all of the Lenders’ right, title and interest in, and collateral assignment of, ▇▇▇▇ Gift’s rights in, among other things, the Collateral and the Related Agreements pursuant to the Credit Agreement and under the other Loan Documents, and hereby acknowledges and agrees as follows in that regard: (i) it will execute all not sell, assign, transfer, convey, lease, amend, hypothecate, adjust, terminate or grant any compromise, waiver or forbearance of or with respect to any of the Collateral without the prior written consent of ▇▇▇▇ Gift (which consent shall only be granted to the extent and subject to the same conditions as would any such documentation reasonably requested action by ▇▇▇▇ Gift pursuant to the CEI Collateral Agent or terms of the collateral trustee for Credit Agreement and the CEI Second Lien Notes to evidence such pledge and collateral assignmentother Loan Documents), (ii) agree that each CEI Secured Party is it will not enter into any amendment, modification, supplement or agreement to any of the Related Agreements without the consent of the Administrative Agent, and (iii) in addition to the other rights and remedies of the Administrative Agent hereunder, following the occurrence and during the continuance of an express third party beneficiary under each provision Event of each Loan Document Default, to the extent such CEI Secured Party or permitted by the Collateral Agent is referred Credit Agreement (to or specified in such provision of such Loan Document, (iii) acknowledge the right same extent as it relates to property of the CEI Collateral Borrowers), the Company hereby irrevocably authorizes and empowers the Administrative Agent or its designee(s) or assignee(s)agents, in the exercise their sole discretion, to assert, either directly or on behalf of the CEI Collateral Agent’s rights Company, at any time that an Event of Default has occurred and remedies under is continuing, any claims the CEI Credit DocumentsCompany may from time to time have with respect to any and all of the Collateral, and to make all demandsreceive and collect any damages, give all notices, take all actions awards and exercise all rights other monies resulting therefrom and to apply the same on account of the Secured Parties under Obligations. After the Loan Documents occurrence and during the continuance of any Event of Default, the Administrative Agent may provide notice to the parties to any of the Collateral that any and all payments or remittances in respect thereof shall be made to or at the direction of the Administrative Agent for so long as such Event of Default shall be continuing. The Company hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees, or agents designated by the “Assigned Interests”Administrative Agent) as the Company’s true and lawful attorney (ivand agent-in-fact) acknowledge that if for the CEI Collateral purpose of enabling the Administrative Agent or its designee(s) or assignee(s) has elected agents to, during the occurrence and continuance of an Event of Default, assert and collect such claims and to exercise apply such monies in the rights and remedies manner set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasonhereinabove.

Collateral Assignment. Notwithstanding Section 11.1, either Party may: 11.2.1 Collaterally assign this Agreement to a Financing Party relating to the construction or long term financing or refinancing for the Project. As applicable and in connection with any such permitted collateral assignment, the non-assigning Party shall promptly execute and deliver (a) Unless otherwise agreed a collateral assignment consent agreement to be entered into by the assigning Party, the non-assigning Party and the assigning Party’s Financing Parties that is acceptable in form and substance to the non-assigning Party (such acceptance not to be unreasonably withheld) and recognizes and consents to (i) the assigning Party’s collateral assignment of rights and obligations under this Agreement and (ii) the assigning Party’s Financing Parties’ rights to be notified of, and allowed to cure, any breach or default of this Agreement by the assigning Party, and to exercise any step-in rights consented to by the CEI Collateral Agent (in its sole discretion)assigning Party, no Lender and other customary terms as reasonably may at any time pledge be requested by such Financing Parties or assign a security interest in all or any portion of its rights under the Loan Documents to any Person other than the CEI Collateral Agent. (b) The Loan other agreements with Financing Parties (i) consent in all respects to the collateral assignment under the CEI Credit Documents and the CEI Second Lien Notes of all of the Lenders’ right, title and interest in, to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge Financing Parties, containing customary terms and collateral assignment, (ii) agree conditions that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document are in form and substance acceptable to the extent non-assigning Party (such CEI Secured acceptance not to be unreasonably withheld); and/or 11.2.2 For the avoidance of doubt, issue or sell equity interests in the assigning Party to a Financing Party pursuant to any tax equity investment, and, in connection with any such tax equity investment transaction, the non-assigning Party shall promptly execute and deliver an estoppel certificate or other agreements with Financing Parties reasonably requested by such Financing Parties, containing customary terms and conditions that are in form and substance acceptable to the Collateral Agent is referred non-assigning Party (such acceptance not to be unreasonably withheld). In no case shall any such rights and terms of a collateral assignment consent agreement or specified other document described in such provision of such Loan Document, (iii) acknowledge the right this Section 11.2 materially adversely affect any of the CEI Collateral Agent non- assigning Party’s commercial rights or its designee(s) or assignee(s)obligations under this Agreement. The non- assigning Party agrees to otherwise cooperate in a timely manner with the due diligence efforts of any such Financing Parties and to deliver reasonable and customary legal opinions, if required, in the exercise of the CEI Collateral Agent’s rights connection with any collateral assignment and remedies under the CEI Credit Documentsconsent agreement, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) estoppel certificate or any other purchaser of agreement or document referenced in this Section 11.2 that is entered into with or for a Financing Party; provided, that if requested by the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv)non-assigning Party, the Loan Parties assigning Party shall recognize reimburse the Substitute Lender non-assigning Party for its reasonable third-party legal expenses incurred in its capacity as connection with any such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest agreement or challenge or support certificate, providing any other Person in contesting or challenging such legal opinion and/or any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasondue diligence efforts.

Collateral Assignment. A. Developer and its successors and assigns shall have the right, without the City’s consent, to collaterally assign to any Secured Lender as collateral any and all of Developer's rights and/or obligations under this Agreement, and such Secured Lender shall have the right to perform any term, covenant, condition or agreement and to remedy, in accordance with the terms of this Agreement, any default by Developer under this Agreement, and City shall accept such performance by any such Secured Lender with the same force and effect as if furnished by Developer. No Secured Lender shall be personally liable or obligated to perform the obligations of Developer under the Agreement unless and until such Secured Lender takes possession of the property as a mortgagee or by a receiver appointed at the request of mortgagee or becomes the owner of the fee estate of property within the District by foreclosure, or deed in lieu of foreclosure or otherwise. B. Before a Secured Lender may exercise any rights of the Developer under the Agreement, the City shall receive: (a) Unless otherwise agreed to by within thirty (30) days following the CEI Collateral Agent (date of such collateral assignment, a notice from the Developer that it has entered into a collateral assignment with a Secured Lender in its sole discretion)connection with the property, no Lender may at any time pledge or assign a security interest in all or any portion which shall specify the name, address and telephone number of its rights under the Loan Documents to any Person other than Secured Lender, as well as the CEI Collateral Agent. (b) The Loan Parties (i) consent in all respects title, date and parties to the collateral assignment agreement; and (b) not less than ten (10) days’ notice of the Secured Lender’s intent to exercise its right to become the assignee of the Developer under the CEI Credit Documents and Agreement, which notice shall include the CEI Second Lien Notes of all effective date of the Lenders’ right, title and interest in, to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree and the title, date and parties to such collateral assignment agreement. The City is entitled to rely upon representations made in the notices described in this paragraph without further investigation or inquiry. C. Provided that each CEI the Developer has provided the City with notice of a collateral assignment as described in this Section, the City agrees to provide the Secured Party Lender with the same notice of default at the same time such notice is an express third party beneficiary under each provision of each Loan Document given to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan DocumentDeveloper, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s), in the exercise of the CEI Collateral Agent’s rights and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under Lender shall have the Loan Documents same rights (but shall have no obligation) to cure, correct or remedy a default as are provided to the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasonDeveloper.

Collateral Assignment. (a) Unless otherwise agreed to by the CEI Collateral Agent (in its sole discretion)Liberty may collaterally assign, no Lender may at any time pledge or assign pledge, mortgage and/or grant a security interest to and/or otherwise encumber in all favor of any third party (each, a “Financing Entity”; collectively, the “Financing Entities”), as security for any loan or any portion of its rights under the Loan Documents to any Person other than the CEI Collateral Agent. (b) The Loan Parties (i) consent in all respects to the collateral assignment under the CEI Credit Documents and the CEI Second Lien Notes of financing relationship, all of the Lenders’ Liberty’s right, title and interest in, to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment: (i) this Agreement, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan DocumentPremises, (iii) acknowledge the Communications Facility, (iv) any other personal property owned by Liberty and located at the Property, and (v) all subleases and licenses by Liberty of all and any portion of the Premises and the rents, issues and profits therefrom, all without the consent of Owner. Liberty shall also have the right to obtain, at its sole expense, a title insurance policy insuring its leasehold interest in and to the Premises. (b) A Financing Entity may: (i) enforce its rights under its leasehold mortgage and/or other loan and security documents (each, a “Security Instrument”; collectively the “Security Instruments”) that encumber or otherwise convey a security or other interests in and to the property and assets of Liberty, including, but not limited to, Liberty’s leasehold interest in the Premises and its rights, title and interests in and to this Agreement, the Communications Facility, all of Liberty’s rights, title and interests in and to all subleases and licenses of portions of the CEI Collateral Agent or its designee(sPremises to Liberty’s sublessees and licensees, and all other improvements, equipment and other personal property of Liberty located at the Premises, (ii) or assignee(s), acquire title to Liberty’s interest in the exercise Premises under this Agreement in any lawful way, (iii) pending foreclosure of such Security Instruments, take possession of the CEI Collateral Agent’s rights and remedies under the CEI Credit DocumentsPremises, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent obtain, at such Financing Entity’s or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit DocumentsLiberty’s sole expense, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents title insurance policy insuring those Security Instruments in favor of the Substitute LenderFinancing Entity that encumber Liberty’s leasehold interest in the Premises. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any In connection with a Financing Entity’s acquisition of such Loan Partya title insurance policy, Owner shall promptly execute and deliver to the title company that is issuing such policy such landowner affidavits and/or certificates that the title company may reasonably request. If a Financing Entity shall acquire title to Liberty’s obligationsinterest in this Agreement by whatever lawful means, acknowledgements and agreements under including, without limitation, by foreclosure or otherwise, then the Financing Entity may freely assign this paragraph Agreement without Owner’s consent. (c) Owner may pledge the Fee Payments or otherwise encumber its interest in this Agreement to any third party, as security for any reasonloan or other financing, without the consent of Liberty. This Agreement shall run with the Property and shall be binding upon and inure to the benefit of the parties hereto and their respective successors, personal representatives, heirs, and assigns.

Collateral Assignment. It is expressly understood and agreed that the Entity has the right, to the extent permitted by the Exemption Law and the Redevelopment Agreement (for any time period the Redevelopment Agreement is in effect as to the Project), to encumber and/or assign its fee title to the Land and/or Improvements for purposes of (i) financing the design, development and construction of the Project and (ii) permanent mortgage financing with respect to the Project, and that any such encumbrance or assignment shall not be deemed to be a violation of this Financial Agreement. (a) Unless The Borough acknowledges that the Entity and/or its Affiliates intend to obtain secured financing in connection with the acquisition, development and construction of the Project. The Borough agrees that the Entity and/or its Affiliates may, subject to compliance with the Redevelopment Agreement (if then still in effect) and the Exemption Law, assign, pledge, hypothecate or otherwise agreed to by the CEI Collateral Agent (in its sole discretion), no Lender may at any time pledge or assign a security interest in all or any portion of transfer its rights under this Agreement and/or its interest in the Loan Documents Project to one or more secured parties or any Person other than agents therefore (each, a “Secured Party” and collectively, the CEI Collateral Agent“Secured Parties”) as security for obligations of the Entity, and/or its Affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Entity shall give the Borough written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such notice waives any requirement of the Borough hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement. (b) The Loan Parties (i) consent If the Entity shall Default in all respects any of its obligations hereunder, the Borough shall give written notice of such Default to the Secured Parties and the Borough agrees that, in the event such Default is not waived by the Borough or cured by the Entity, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Entity hereunder, the Borough will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than twenty (20) Days from the date of such notice to the Secured Parties with regard to a Payment Default by the Entity and ninety (90) Days from the date the Entity was required to cure any other Default. (c) In the absence of a Default by the Entity, the Borough agrees to consent to any collateral assignment under by the CEI Credit Documents Entity to any Secured Party or Secured Parties of its interests in this Agreement and the CEI Second Lien Notes of all of the Lenders’ right, title and interest in, to permit each Secured Party to enforce its rights hereunder and under the Loan Documentsapplicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Borough’s right to payment from the Entity, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement. (d) Notwithstanding anything to the contrary contained herein, and will execute in addition to all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s), in the exercise of the CEI Collateral Agent’s other rights and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv)this Agreement, the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor provisions of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reason.N.J.

Collateral Assignment. Borrower and Contractor hereby assign to Lender their respective rights, title, interests, and positions as "Owner" or third party beneficiary, as applicable, in and to those agreements and proposals described in Exhibit "B", between the Contractor, or as applicable, the Borrower and the Project architects, engineers and consultants (a) Unless otherwise agreed to by the CEI Collateral Agent (in its sole discretion"Professionals"), no Lender may at pertaining to the construction of the Project, and all addenda, modifications, and amendments thereto and all agreements referenced therein (collectively, the "Contract"); and (ii) any time pledge or assign plans, specifica- tions, drawings, and design documents pertaining to the Project, if any, and all addenda, modifications, change orders, and amendments thereto (the "Plans and Specifications"), and to the extent of their respective interests under the Contract, hereby grant to Lender, its successors and assigns, a security interest in all or any portion of its rights under the Loan Documents to any Person other than Contract and the CEI Collateral Agent. (b) The Loan Parties (i) consent Plans and Specifications and in all respects to the collateral assignment under the CEI Credit Documents Borrower's and the CEI Second Lien Notes of all of the Lenders’ right, title and interest in, to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s), in the exercise of the CEI Collateral Agent’s Contractor's respective rights and remedies under the CEI Credit Contract, to provide additional security for the following (the "Secured Obligations"): (a) Payment of all sums due Lender under the Note, together with all modifications, renewals, extensions, and replacements thereof, and all future advances under the Mortgage; (b) Payment of any other sums due Lender under the Mortgage, the Loan Agreement, or any Loan Document; and (c) Performance of each obligation contained in this Assignment, the Mortgage, the Loan Agreement, or any other Loan Document. Although Borrower, Contractor and Lender intend this to be a present assignment of their respective interests in the Contract and the Plans and Specifications, Lender agrees that, so long as no default exists under this Assignment or the Loan Documents, to make all demandsBorrower and Contractor, give all noticesas applicable, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected may continue to exercise the rights and remedies set forth powers granted to them in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser Contract. The security of the Assigned Interests in this Assignment is primary and on a judicial or nonjudicial foreclosure sale (a “Substitute parity with Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such 's Mortgage and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasonsecondary.

Collateral Assignment. Developer and its successors and assigns shall also have the right, without the City’s consent, to collaterally assign to any Secured Lender (as defined below) as collateral any and all of Developer's rights and/or obligations under this Agreement, and such Secured Lender shall have the right to perform any term, covenant, condition or agreement and to remedy, in accordance with the terms of this Agreement, any default by Developer under this Agreement, and City shall accept such performance by any such Secured Lender with the same force and effect as if furnished by Developer. No Secured Lender shall be personally liable or obligated to perform the obligations of Developer under the Agreement unless and until such Secured Lender takes possession of the property as a mortgagee or by a receiver appointed at the request of mortgagee or becomes the owner of the fee estate under this Agreement by foreclosure, or deed in lieu of foreclosure or otherwise. For purposes of this Section, “Secured Lender” means a bank, financial institution or other person or entity from which Developer has borrowed funds to finance all or a portion of the Project and in whose favor Developer has agreed to provide a security interest as collateral for such loan. Before a Secured Lender may exercise any rights of the Developer under the Agreement, the City shall receive: (a) Unless otherwise agreed to by within thirty (30) days following the CEI Collateral Agent (date of such collateral assignment, a notice from the Developer that it has entered into a collateral assignment with a Secured Lender in its sole discretion)connection with the Property, no Lender may at any time pledge or assign a security interest in all or any portion which shall specify the name, address and telephone number of its rights under the Loan Documents to any Person other than Secured Lender, as well as the CEI Collateral Agent. (b) The Loan Parties (i) consent in all respects title, date and parties to the collateral assignment agreement; and (b) not less than ten (10) days’ notice of the Secured Lender’s intent to exercise its right to become the assignee of the Developer under the CEI Credit Documents and Agreement, which notice shall include the CEI Second Lien Notes of all effective date of the Lenders’ right, title and interest in, to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree and the title, date and parties to such collateral assignment agreement. The City is entitled to rely upon representations made in the notices described in this paragraph without further investigation or inquiry. Provided that each CEI the Developer has provided the City with notice of a collateral assignment as described in this Section, the City agrees to provide the Secured Party Lender with the same notice of default at the same time such notice is an express third party beneficiary under each provision of each Loan Document given to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan DocumentDeveloper, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s), in the exercise of the CEI Collateral Agent’s rights and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under Lender shall have the Loan Documents same rights (but shall have no obligation) to cure, correct or remedy a default as are provided to the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasonDeveloper.