Common use of Conditions of Assignment Clause in Contracts

Conditions of Assignment. In order to induce REDC to consent to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDC: (a) Prior to the date that this Assignment is entered into, REDC has made payments of the Grants directly to Assignee in the following amounts: (i) the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts. (b) Assignor hereby directs that REDC make all future payments of the Grants that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreement. (c) Assignee shall be jointly and severally liable to REDC for any repayment of the Grants (or any portion thereof) that is required under the terms of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement. (d) The payment of the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such payment). (e) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignment.

Conditions of Assignment. In order to induce REDC to consent to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDC: (a) Prior to the date that this Assignment is entered into, REDC has made payments The written consent of the Grants directly Borrower is required for an assignment by an Existing Lender, unless the assignment is to Assignee in the following amounts: (i) the first three installments another Existing Lender or an Affiliate of the Site Development Grant, totaling $450,000.00, and (ii) the first installment a Existing Lender or an Event of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amountsDefault is continuing. (b) Assignor hereby directs that REDC make all future payments The consent of the Grants Borrower to an assignment must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreementtime. (c) Assignee shall An assignment will only be jointly and severally liable to REDC for any repayment effective on: (i) receipt by the Lender of written confirmation from the Grants (or any portion thereof) New Lender that is required under the terms of New Lender will assume the Agreement, together with any interest accrued thereon pursuant same obligations to the terms other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance of the Agreementall necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender. (d) The If: (i) a Lender assigns any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment or change occurs, an Obligor would be obliged to make a payment of to the Grants New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or portions thereof) by REDCClause 13 (Increased Costs), and Assignee’s rights then the New Lender or Lender acting through its new Facility Office is only entitled to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited payment under those Clauses to the satisfaction of all conditions precedent to any such payment)same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment or change had not occurred. (e) Assignee’s right If, following any assignment in accordance with this Clause 23, there shall be more than one Lender, the term “Lender” shall be read as being a reference to receive payment all such lenders. All decisions to be made by the Lender under any of the Grants pursuant to this Assignment is Finance Documents shall, unless agreed otherwise, require the extent unanimous consent of Assignee’s rights pertaining to all the Agreement and the Grantslenders. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignment.

Conditions of Assignment. In order to induce REDC to consent to the An assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCwill only be effective: (a) Prior on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the date Agent) that this Assignment is entered into, REDC has made payments of the Grants directly New Lender will assume the same obligations to Assignee in the following amounts: (i) Borrowers and the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.other Finance Parties as it would have been under if it was an Original Lender; (b) Assignor hereby directs that REDC make all future payments of on the Grants that are payable under New Lender entering into any documentation required for it to accede as a party to any Security Document to which the terms and conditions of the Agreement directly Existing Lender is a party in its capacity as a Lender and, in relation to Assignee at such time as such amounts are due and payable under the Agreement.Security Documents, completing any filing, registration or notice requirements; (c) Assignee if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants (or any portion thereof) that is required under the terms same fraction of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement.each such Utilisation; (d) The payment on the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use completion of which the same, are subject to all terms and conditions of the Agreement (including but not limited Agent shall promptly notify to the satisfaction of all conditions precedent to any such payment).Lender and the New Lender; (e) Assignee’s right to receive payment if that Existing Lender assigns equal fractions of its Commitment and participation in the Grants pursuant to this Assignment is Loan and each Utilisation (if any) under the extent of Assignee’s rights pertaining to the Agreement and the Grants.relevant Facility; and (f) The Land Acquisition Incentive if such assignment is accepted by the Parent and the City Fee Grant (i) are not a part of this AssignmentNew Lender confirms to the Borrowers and the Agent that, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in at the case time of the City Fee Grantassignment, paid it has no knowledge of any circumstance which may lead to such New Lender making any claims in respect of clauses 13 (Tax Gross-Up and Indemnities) and/or 14 (Increased Costs). Each New Lender, by REDC executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the City requisite Lender or Lenders in accordance with the Finance Documents on Assignor’s behalf) or prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to (a) The Lender may, at any time, without the consent of or consultation with but upon prior 15 days notice to the assignment Transaction Obligors, cause all or any part of its rights, benefits and/or obligations under this Agreement and the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCFinance Documents to be assigned or transferred: (ai) Prior to the date that this Assignment is entered into, REDC has made payments an Affiliate of the Grants directly to Assignee in the following amounts: (i) the first three installments of the Site Development Grant, totaling $450,000.00, and Existing Lender; (ii) to a New Lender; (iii) if the first installment Existing Lender is a fund, to a fund which is a Related Fund; or (iv) made at a time when an Event of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, Default has occurred and Assignor disclaims any and all interest in all such amountsis continuing. (b) Assignor hereby directs that REDC make all future payments If: (i) the Existing Lender assigns any of the Grants that are payable its rights or obligations under the terms Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or the Existing Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and conditions of Indemnities) or under that Clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs), then the Agreement directly New Lender or the Existing Lender acting through its new Facility Office is only entitled to Assignee at such time receive payment under those Clauses to the same extent as such amounts are due and payable under the AgreementExisting Lender would have been if the assignment or change had not occurred. (c) Assignee shall be jointly Each Obligor on behalf of itself and severally liable to REDC for any repayment each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Grants (or any portion thereof) that is required under the terms of the Agreement, together with any interest accrued thereon pursuant Finance Documents are assigned to the terms New Lender absolutely, free of any defects in the Agreement. (d) The payment Existing ▇▇▇▇▇▇'s title and of the Grants (any rights or portions thereof) by REDC, and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to equities which any such payment). (e) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee Borrower or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in Transaction Obligor had against the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this AssignmentExisting Lender.

Conditions of Assignment. In order to induce REDC to 32.2.1 The consent to of the Borrowers is required for an assignment by a Lender, unless the assignment is to another Lender or an Affiliate of a Lender or an Event of Default is continuing. The Agent will immediately advise the Borrowers of the Grants as set forth herein, Assignor assignment. 32.2.2 The Borrowers’ consent may not be unreasonably withheld or delayed and Assignee hereby acknowledge, agree and stipulate as follows, will be deemed to have been given five Business Days after the Lender has requested consent unless consent is expressly refused within that time. 32.2.3 The consent of the Agent shall also be required for the benefit of each other and REDCan assignment by a Lender (such consent not to be unreasonably withheld or delayed). 32.2.4 An assignment will only be effective: (a) Prior on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the date Agent) that this Assignment is entered into, REDC has made payments of the Grants directly New Lender will assume the same obligations to Assignee in the following amounts: (i) Borrowers and the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.other Finance Parties as it would have been under if it was an Original Lender; (b) Assignor hereby directs that REDC make all future payments of on the Grants that are payable under New Lender entering into any documentation required for it to accede as a party to any Security Document to which the terms and conditions of the Agreement directly Original Lender is a party in its capacity as a Lender and, in relation to Assignee at such time as such amounts are due and payable under the Agreement.Security Documents, completing any filing, registration or notice requirements; (c) Assignee if an assignment takes effect after there has been a Utilisation, the assignment of an Existing ▇▇▇▇▇▇’s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants (or any portion thereof) that is required under the terms same fraction of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement.each such Utilisation; (d) The payment if it is in respect of a Commitment and a participation in the Grants Advances and any Utilisation of not less than $10,000,000 (or portions thereof) by REDC, such other amount as the Agent and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such paymentBorrowers may agree).; (e) Assignee’s right to receive payment of on the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining New Lender having submitted to the Agreement Agent all necessary “know your customer” information and documentation and the Grants.performance by the Agent of all “know your customer” or other checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (f) The Land Acquisition Incentive if that Existing Lender assigns equal fractions of its Commitment and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, participation in the case Advances and each Utilisation (if any) under the Facility. 32.2.5 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the City Fee Grant, paid by REDC to requisite Lender or Lenders in accordance with the City Finance Documents on Assignor’s behalf) or prior to the date of this Assignmenton which the assignment and/or transfer becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to consent to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDC: (a) Prior to the date that this Assignment is entered into, REDC has made payments The consent of the Grants directly to Assignee in the following amounts: Borrowers is required for an assignment by a Lender unless: (i) the first three installments assignment is to another Lender, an Affiliate of the Site Development Granta Lender or to any of Nordea Bank Abp, totaling $450,000.00filial i Norge, and ABN AMRO Bank N.V. or BNP Paribas; (ii) an Event of Default is continuing; or (iii) a Change of Control has occurred without the first installment consent of the Tax Base Incentive Grant, in Lenders. The Agent will immediately advise the amount Borrowers of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amountsassignment pursuant to this paragraph (a). (b) Assignor hereby directs The Borrowers’ consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that REDC make all future payments of the Grants that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreementtime. (c) Assignee An assignment will only be effective: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender; (ii) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements; (iii) if an assignment takes effect after there has been the Utilisation, the assignment of an Existing ▇▇▇▇▇▇’s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants same fraction of each such Utilisation; (iv) on the performance by the Agent of all “know your customer” or other checks relating to any portion thereof) person that it is required under to carry out in relation to such assignment to a New Lender, the terms completion of which the Agreement, together with any interest accrued thereon pursuant Agent shall promptly notify to the terms Lender and the New Lender; (v) if that Existing Lender assigns equal fractions of its Commitment and participation in a Loan and a Utilisation (if any) under a Facility; (vi) if a relevant assignment or transfer has been approved by the AgreementAgent; and (vii) if the Agent has received confirmation to its satisfaction that no Insolvency Event has occurred in relation to either the Existing Lender or the New Lender. (d) The payment Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Grants (requisite Lender or portions thereof) by REDC, and Assignee’s rights to receive and use Lenders in accordance with the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such payment). (e) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee Finance Documents on or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to consent to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDC: (a) Prior to assignment pursuant to Clause 25.1 (Assignment by the date Lender) stating the assignment consideration agreed between the Existing Lender and the New Lender (the "Loan Transfer Price"), a notice of assignment shall be given by the relevant Existing Lender to the Borrower and provided that this Assignment no Event of Default has occurred which is entered intocontinuing, REDC has made payments the Obligors shall have the right to prepay within 30 days of such notification to the Lender an amount equal to the Loan Transfer Price and following such prepayment, the same shall extinguish the Obligors' obligations with respect to such part of the Grants directly to Assignee in the following amounts: (i) the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amountsLoan. (b) Assignor hereby directs that REDC make all future payments If: (i) the Existing Lender assigns any of the Grants that are payable its rights or transfers its right and obligations under the terms Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or the Existing Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and conditions of Indemnities) or under that Clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs), then the Agreement directly New Lender or the Existing Lender acting through its new Facility Office is only entitled to Assignee at such time receive payment under those Clauses to the same extent as such amounts are due and payable under the AgreementExisting Lender would have been if the assignment, transfer or change had not occurred. (c) Assignee shall be jointly Each Obligor on behalf of itself and severally liable to REDC for any repayment each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Grants (or any portion thereof) that is required under the terms of the Agreement, together with any interest accrued thereon pursuant Finance Documents are assigned to the terms New Lender absolutely, free of any defects in the Agreement. (d) The payment Existing ▇▇▇▇▇▇'s title and of any rights or equities which the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such payment). (e) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee Borrower or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in Transaction Obligor had against the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this AssignmentExisting Lender.

Conditions of Assignment. In order 32.2.1 The consent of the Borrower is required for an assignment by a Lender, unless the assignment is to induce REDC another Lender or an Affiliate of a Lender or an Event of Default is continuing. The Agent will immediately advise the Borrower of the assignment. 32.2.2 The Borrower’s consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. The Borrower shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 32.2.3 An assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCwill only be effective: (a) Prior on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the date Agent) that this Assignment is entered into, REDC has made payments of the Grants directly New Lender will assume the same obligations to Assignee in the following amounts: (i) Borrower and the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.other Finance Parties as it would have been under if it was an Original Lender; (b) Assignor hereby directs that REDC make all future payments of on the Grants that are payable under New Lender entering into any documentation required for it to accede as a party to any Security Document to which the terms and conditions of the Agreement directly Original Lender is a party in its capacity as a Lender and, in relation to Assignee at such time as such amounts are due and payable under the Agreement.Security Documents, completing any filing, registration or notice requirements; (c) Assignee if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants (or any portion thereof) that is required under the terms same fraction of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement.each such Utilisation; (d) The payment on the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use completion of which the same, are subject to all terms and conditions of the Agreement (including but not limited Agent shall promptly notify to the satisfaction of all conditions precedent to any such payment).Lender and the New Lender; (e) Assignee’s right to receive payment if that Existing Lender assigns equal fractions of its Commitment and participation in the Grants pursuant to this Assignment is Loan and each Utilisation (if any) under the extent of Assignee’s rights pertaining to the Agreement and the Grants.Facility; (f) The Land Acquisition Incentive and if it is for a minimum amount of $20,000,000; (g) if a relevant assignment or transfer has been approved by the City Fee Grant Agent; (h) if the Agent has received confirmation to its satisfaction that no Insolvency Event has occurred in relation to either the Existing Lender or the New Lender; and (i) are not a part no Event of this AssignmentDefault has occurred. 32.2.4 Each New Lender, (ii) have not by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been previously assigned approved by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case on behalf of the City Fee Grant, paid by REDC to requisite Lender or Lenders in accordance with the City Finance Documents on Assignor’s behalf) or prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order 33.2.1 The consent of the Borrowers is required for an assignment by a Lender, unless the assignment is to induce REDC another Lender or an Affiliate of a Lender or is to a fund set up for the sole purpose of acting as an owning vehicle for a securitisation by the relevant Existing Lender (and where the Existing Lender will continue to assume responsibility for the management of the Commitment which is the subject of such assignment) or an Event of Default is continuing. The Agent will immediately advise the Borrowers of the assignment. 33.2.2 The Borrowers’ consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. The Borrowers shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 33.2.3 An assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCwill only be effective: (a) Prior on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the date Agent) that this Assignment is entered into, REDC has made payments of the Grants directly New Lender will assume the same obligations to Assignee in the following amounts: (i) Borrowers and the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.other Finance Parties as it would have been under if it was an Original Lender; (b) Assignor hereby directs that REDC make all future payments of on the Grants that are payable under New Lender entering into any documentation required for it to accede as a party to any Security Document to which the terms and conditions of the Agreement directly Original Lender is a party in its capacity as a Lender and, in relation to Assignee at such time as such amounts are due and payable under the Agreement.Security Documents, completing any filing, registration or notice requirements; (c) Assignee if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants (or any portion thereof) that is required under the terms same fraction of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement.each such Utilisation; (d) The payment on the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use completion of which the same, are subject to all terms and conditions of the Agreement (including but not limited Agent shall promptly notify to the satisfaction of all conditions precedent to any such payment).Lender and the New Lender; (e) Assignee’s right to receive payment if that Existing Lender assigns equal fractions of its Commitment and participation in the Grants pursuant to this Assignment is Loan and each Utilisation (if any) under the extent of Assignee’s rights pertaining to the Agreement and the Grants.Facility; (f) The Land Acquisition Incentive if it is for a minimum amount of $7,500,000 or, if less, the total outstanding Commitment and participation of that Existing Lender in the City Fee Grant Loan; (g) if a relevant assignment or transfer has been approved by the Agent; (h) if the Agent has received confirmation to its satisfaction that no Insolvency Event has occurred in relation to either the Existing Lender or the New Lender; and (i) are not a part no Event of this AssignmentDefault has occurred. 33.2.4 Each New Lender, (ii) have not by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been previously assigned approved by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case on behalf of the City Fee Grant, paid by REDC to requisite Lender or Lenders in accordance with the City Finance Documents on Assignor’s behalf) or prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to 14.2.1 The prior written consent to of the Issuer (having received appropriate Tax Advice) is required for a transfer and assignment of the Grants as set forth hereinVRR Loan by the VRR Lender. 14.2.2 In addition to paragraph 14.2.1 above, Assignor the VRR Lender will give the Issuer and Assignee hereby acknowledgethe Cash Manager not less than five (5) Business Days prior written notice of its intent to transfer and assign, agree identifying the assignee, and stipulate as follows, for will consult with the benefit Issuer in relation to the proposed transfer and assignment during that period. It is the responsibility of each other the VRR Lender to ensure its compliance with the EU Securitisation Regulation and REDCthe UK Securitisation Regulation in respect of its obligations under the VRR Loan. 14.2.3 Paragraphs 14.2.1 and 14.2.2 above shall not apply in relation to any transfer and assignment made whilst an Event of Default is continuing. 14.2.4 A transfer and assignment will only be effective on: (a) Prior to receipt by the date that this Assignment is entered into, REDC has made payments VRR Lender of the Grants directly to Assignee in the following amounts: (i) the first three installments prior written consent of the Site Development Grant, totaling $450,000.00, Issuer (unless an Event of Default has occurred and is continuing) and (ii) an assignment agreement executed by the first installment assigning VRR Lender and the assignee (and in form and substance satisfactory to the Issuer (unless an Event of Default has occurred and is continuing), the Tax Base Incentive Grant, in Trustee) setting forth the amount of $150,000.00. Assignee acknowledges receipt of all items applicable to the foregoing payments, assignee under this clause 14 and Assignor disclaims any and all interest in all such amounts.confirming the assignee will assume the same obligations under this Agreement as it would have been under if it was the assignor (the Assignment Agreement); and (b) Assignor hereby directs performance by the assigning VRR Lender of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such transfer to such assignee, the completion of which the assigning VRR Lender shall promptly notify to such assignee, and such day being the Assignment Date. 14.2.5 An assignment will only be effective if the conditions of clauses 14.1 (Assignment by the VRR Lender) and 14.2 (Conditions of Assignment) are met and the procedure set out in clause 14.5 (Procedure for Assignment) is complied with and shall otherwise be null and void. 14.2.6 Each assignee VRR Lender, by executing the relevant Assignment Agreement confirms, for the avoidance of doubt, that REDC make all future payments the Trustee has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Grants requisite VRR Lender in accordance with this Agreement on or prior to the date on which the assignment becomes effective in accordance with this Agreement and that are payable under it is bound by that decision to the same extent as the assignor VRR Lender would have been had it remained the VRR Lender. 14.2.7 The VRR Lender shall not grant any participation interest or similar beneficial interest in the VRR Loan other than as expressly permitted in connection with an assignment, transfer or charge in accordance with the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreementthis clause 14. (c) Assignee shall be jointly and severally liable to REDC for any repayment of the Grants (or any portion thereof) that is required under the terms of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement. (d) The payment of the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such payment). (e) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignment.

Conditions of Assignment. In order 32.2.1 The consent of the Borrower is required for an assignment by a Lender, unless the assignment is to induce REDC another Lender or an Affiliate of a Lender or an Event of Default is continuing. The Agent will immediately advise the Borrower of the assignment. 32.2.2 The Borrower’s consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. The Borrower shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 32.2.3 An assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCwill only be effective: (a) Prior on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the date Agent) that this Assignment is entered into, REDC has made payments of the Grants directly New Lender will assume the same obligations to Assignee in the following amounts: (i) Borrower and the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.other Finance Parties as it would have been under if it was an Original Lender; (b) Assignor hereby directs that REDC make all future payments of on the Grants that are payable under New Lender entering into any documentation required for it to accede as a party to any Security Document to which the terms and conditions of the Agreement directly Original Lender is a party in its capacity as a Lender and, in relation to Assignee at such time as such amounts are due and payable under the Agreement.Security Documents, completing any filing, registration or notice requirements; (c) Assignee if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants (or any portion thereof) that is required under the terms same fraction of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement.each such Utilisation; (d) The payment on the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use completion of which the same, are subject to all terms and conditions of the Agreement (including but not limited Agent shall promptly notify to the satisfaction of all conditions precedent to any such payment).Lender and the New Lender; (e) Assignee’s right to receive payment if that Existing Lender assigns equal fractions of its Commitment and participation in the Grants pursuant to this Assignment is Loan and each Utilisation (if any) under the extent of Assignee’s rights pertaining to the Agreement and the Grants.Facility; (f) The Land Acquisition Incentive if it is for a minimum amount of $10,000,000 (unless the assignment is of all an Existing Lender’s Commitment and all of its participation in the City Fee Grant Loan); (g) if a relevant assignment or transfer has been approved by the Agent; (h) if the Agent has received confirmation to its satisfaction that no Insolvency Event has occurred in relation to either the Existing Lender or the New Lender; and (i) are not a part no Event of this AssignmentDefault has occurred. 32.2.4 Each New Lender, (ii) have not by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been previously assigned approved by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case on behalf of the City Fee Grant, paid by REDC to requisite Lender or Lenders in accordance with the City Finance Documents on Assignor’s behalf) or prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to consent to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDC: (a) Prior to the date that this Assignment is entered into, REDC has made payments The consent of the Grants directly to Assignee in the following amounts: Borrowers is required for an assignment by a Lender, unless (i) the first three installments assignment is to another Lender or an Affiliate of the Site Development Granta Lender or, totaling $450,000.00, and (ii) if the first installment Lender is a fund, to a fund which is a related fund, or (iii) an Event of Default is continuing. The Agent will immediately advise the Borrowers of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amountsassignment. (b) Assignor hereby directs The Borrower’s consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that REDC make all future payments of the Grants that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreementtime. (c) Assignee An assignment will only be effective: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have been under if it was an Original Lender; (ii) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements; (iii) if an assignment takes effect after Utilisation, the assignment of an Existing ▇▇▇▇▇▇’s participation in the Utilisations (if any) under the Facilities shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants same fraction of each such Utilisation; (iv) on the performance by the Agent of all “know your customer” or other checks relating to any portion thereof) person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender; (v) if that Existing Lender assigns equal fractions of its Commitment and participation in the Facilities and each Utilisation (if any) under the terms Facility; and (vi) if it is for a minimum amount of $20,000,000 (unless the Agreement, together with any interest accrued thereon pursuant to assignment is of all an Existing ▇▇▇▇▇▇’s Commitment and all of its participation in the terms of the AgreementLoan). (d) The payment Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Grants (requisite Lender or portions thereof) by REDC, and Assignee’s rights to receive and use Lenders in accordance with the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such payment). (e) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee Finance Documents on or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to consent Any Assignment by Tenant is subject to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCfollowing: (a) Prior to the date that this Assignment is entered into, REDC has made payments of the Grants directly to Assignee in the following amounts: (i) the first three installments The terms of the Site Development Grant, totaling $450,000.00, and this Lease; (ii) the first installment The continuing liability of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of Tenant for all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.Lease obligations; (b) Assignor hereby directs that REDC make all future payments of the Grants that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreement. (c) Assignee shall be jointly and severally liable to REDC for any repayment of the Grants (or any portion thereof) that is required under the terms of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement. (d) The payment of the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such payment). (e) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) have been paid If Tenant receives any consideration under the Assignment in full by REDC and received by Assignor excess of the Base Rent (or, or the pro rata share of Base Rent in the case of a sublease of a portion of the City Fee GrantPremises), paid then the payment by REDC Tenant to Landlord, as Rent, of fifty percent (50%) of such excess received by Tenant after the payment of reasonable leasing commissions, any necessary improvement allowances granted by Tenant (subject to Paragraph 10), and any other actual costs reasonably and necessarily incurred by Tenant in connection with the Assignment, such to be amortized over the Assignment term; (iv) Upon the occurrence of a Tenant Default under Paragraph 25(a)(i), the right of Landlord to collect directly from the Assignee all Rent becoming due to Tenant by reason of the Assignment, which shall not be construed to be a novation or a release of Tenant from the further performance of its obligations under this Lease; (v) If a Tenant Default exists and Landlord terminates this Lease, the right of Landlord to require such Assignee to attorn to Landlord as if Landlord were the landlord under the sublease; (vi) Landlord’s execution of an Assignment consent form; and (vii) The delivery by Tenant to Landlord, promptly after execution, of an executed copy of the Assignment executed by Tenant and the Assignee. Notwithstanding any Assignment, Tenant and any guarantor of Tenant’s obligations under the Lease shall at all times remain fully responsible and liable for the payment of the Rent herein specified and for the performance of and compliance with all of the other obligations and duties of the “Tenant” under this Lease (even if future Assignments occur subsequent to the City on Assignorassignment or subletting by Tenant, and regardless of whether or not Tenant’s behalfapproval has been obtained for such future Assignments). Any assignee of Tenant’s rights under this Lease shall be deemed to have assumed each and every of Tenant’s duties, liabilities and obligations hereunder, though Tenant is not thereby released. Lastly, there may be no partial Assignments (other than any sublease that is a Permitted Assignment or as is described in subparagraph (e) prior to the date of this Assignmentbelow).

Conditions of Assignment. In order to induce REDC to consent to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDC: (a) Prior to the date that this Assignment is entered into, REDC has made payments The consent of the Grants directly to Assignee in Company is required for an assignment by the following amounts: Lender, unless the (i) the first three installments assignment is to an Affiliate of the Site Development Grant, totaling $450,000.00, and Lender or (ii) if the first installment assignment is made at a time when an Event of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amountsDefault is continuing. (b) Assignor hereby directs that REDC make all future payments The consent of the Grants Company to an assignment must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent 10 Business Days after the Lender has requested it unless consent is expressly refused by the Company within that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreementtime. (c) Assignee An assignment will only be effective on: (i) receipt by the Company of written confirmation from the New Lender (in form and substance satisfactory to the Company (acting reasonably)) that the New Lender will assume the same obligations to the other Parties as it would have been under if it was the Lender; and (ii) the Company giving notice to the Lender that such proposed New Lender is not: (A) an entity listed by the Office of Foreign Assets Control in the US Department of Treasury as being a Specially Designated National; or (B) otherwise the target of the US Office of Foreign Entity Control sanctions, (a “Designated Person”) such that a United States national would be prohibited under regulations of the Office of Foreign Assets Control from doing business with such proposed New Lender. The Company shall promptly, and in any event within 10 Business Days of being notified of the identity of the proposed New Lender, confirm to the Lender whether or not such proposed New Lender is a Designated Person and, if it is a Designated Person, provide a copy of the relevant regulation of the Office of Foreign Assets Control or other reasonable evidence indicating that the proposed New Lender is a Designated Person. If the Company does not confirm to the Lender whether or not such proposed New Lender is a Designated Person within 10 Business Days it shall be jointly and severally liable deemed to REDC for any repayment of the Grants (or any portion thereof) that is required under the terms of the Agreement, together with any interest accrued thereon pursuant have given a notice to the terms of the AgreementLender in accordance with this paragraph (ii). (d) The If: (i) the Lender assigns any of its rights under the Finance Documents; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment of the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such paymentNew Lender under Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased costs). (e) Assignee’s right , then the New Lender is only entitled to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining under those Clauses to the Agreement and same extent as the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) Lender would have been paid in full by REDC and received by Assignor (orif the assignment, in the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignmenttransfer or change had not occurred.

Conditions of Assignment. In order 32.2.1 The consent of the Borrower is required for an assignment by a Lender, unless the assignment is to induce REDC another Lender or an Affiliate of a Lender or an Event of Default is continuing. The Agent will immediately advise the Borrower of the assignment. 32.2.2 The Borrower’s consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. The Borrower shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 32.2.3 An assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCwill only be effective: (a) Prior on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the date Agent) that this Assignment is entered into, REDC has made payments of the Grants directly New Lender will assume the same obligations to Assignee in the following amounts: (i) Borrower and the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.other Finance Parties as it would have been under if it was an Original Lender; (b) Assignor hereby directs that REDC make all future payments of on the Grants that are payable under New Lender entering into any documentation required for it to accede as a party to any Security Document to which the terms and conditions of the Agreement directly Original Lender is a party in its capacity as a Lender and, in relation to Assignee at such time as such amounts are due and payable under the Agreement.Security Documents, completing any filing, registration or notice requirements; (c) Assignee if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the relevant Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants (or any portion thereof) that is required under the terms same fraction of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement.each such Utilisation; (d) The payment on the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use completion of which the same, are subject to all terms and conditions of the Agreement (including but not limited Agent shall promptly notify to the satisfaction of all conditions precedent to any such payment).Lender and the New Lender; (e) Assignee’s right to receive payment if that Existing Lender assigns equal fractions of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement its Commitment and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, participation in the case Loans and each Utilisation (if any) under the relevant Facility (and that any assignment of the City Fee Grant, paid by REDC to the City its Commitment is on Assignor’s behalf) prior to the date of this Assignment.a pro rata basis as between its Facility A Commitment and Facility B Commitment);

Conditions of Assignment. In order to induce REDC to consent to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDC:transfer or sub-participation (a) Prior Subject to paragraph (b) below, the consent of the Company is not required for an assignment, transfer or sub-participation by an Existing Lender provided that the Company must be consulted for a period of five Business Days (or such shorter period as the Parent may agree) as to the date that this Assignment is entered into, REDC has made payments identity of the Grants directly proposed New Lender unless such assignment, transfer or sub-participation is made while an Event of Default is continuing or is to Assignee an Existing Lender or an Affiliate of an Existing Lender (in the following amounts: (i) the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amountswhich case no consultation shall be necessary). (b) Assignor hereby directs that REDC make all future payments The consent of the Grants that are payable under Company is required for an assignment or transfer or sub-participation: (i) made on or prior to the Closing Date, unless such assignment, transfer or sub-participation is pursuant to the syndication strategy determined in accordance with the terms and conditions of the Agreement directly Syndication Letter or is to Assignee at an Existing Lender or an Affiliate of an Existing Lender or unless an Event of Default is continuing; or (ii) by a Defaulting Lender if the Group has credit balances in an account or accounts held with such time as Defaulting Lender unless such amounts are due Defaulting Lender irrevocably and payable under unconditionally returns to the AgreementGroup all cash held with it prior to entering into such assignment, transfer or sub-participation. (c) Assignee shall be jointly and severally liable to REDC for any repayment of the Grants (or any portion thereof) that is required under the terms of the Agreement, together with any interest accrued thereon pursuant Prior to the terms ▇▇▇▇▇▇▇▇▇ Upstream Guarantee Date, an Existing Lender shall only be permitted to make an assignment, transfer or sub-participation of its Commitments if it simultaneously assigns, transfers or sub-participates (as the Agreementcase may be) an equivalent proportion of its Commitments under all the Facilities. (d) The payment An assignment will only be effective on receipt by the Agent of written confirmation from the Grants New Lender (or portions thereof) by REDC, in form and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited substance satisfactory to the satisfaction of all conditions precedent Agent) that the New Lender will assume the same obligations to any such payment)the other Finance Parties as it would have been under if it was an Original Lender. (e) Assignee’s right The Agent is not obliged to receive payment give effect to any assignment or transfer until it has performed all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment or transfer to a New Lender, the completion of which the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining Agent shall promptly notify to the Agreement Existing Lender and the GrantsNew Lender. (f) The Land Acquisition Incentive and A transfer will only be effective if the City Fee Grant procedure set out in Clause 25.5 (Procedure for transfer) is complied with. (g) If: (i) are not a part Lender assigns or transfers any of this Assignment, its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax Gross Up and Indemnities) or Clause 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not been previously assigned by Assignor to Assignee or any other party, and occurred. This paragraph (g) shall not apply (iii) in relation to Clause 14 (Tax Gross Up and Indemnities) to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (a) of Clause 14.6 (HM Revenue & Customs DT Treaty Passport scheme confirmation) if the Obligor making the payment has not filed a duly completed Form DTTP 2 in respect of that Treaty Lender in accordance with paragraph (b) of Clause 14.6 (HM Revenue & Customs DT Treaty Passport scheme confirmation) in circumstances where the Agent has complied with its obligations under Clause 25.6 (Copy of Transfer Certificate or Increase Confirmation to Company); or (iv) to the extent that the payment under Clause 14 (Tax Gross up and indemnities) relates to a FATCA Deduction. (h) Following the Syndication Date, any assignment or transfer (or series of assignment or transfers which were entered into for the purpose of avoiding the restrictions imposed upon assignments and transfers by this paragraph (i) and, when considered together, have been paid the same effect as a single assignment or transfer) by a Lender, shall be in full by REDC and received by Assignor (or, in the case a minimum aggregate amount of the City Fee Grantlower of: (i) in respect of Facility A, paid by REDC to £5,000,000 and the City on Assignorbalance of such Lender’s behalfFacility A Commitment; (ii) prior to in respect of Facility B, $7,500,000 and the date balance of this Assignmentsuch Lender’s Facility B Commitment; (iii) in respect of Facility C, £5,000,000 and the balance of such Lender’s Facility C Commitment; (iv) in respect of Facility D, €6,000,000 and the balance of such Lender’s Facility D Commitment; and (v) in respect of Facility E, £5,000,000 and the balance of such Lender’s Facility E Commitment.

Conditions of Assignment. In order to induce REDC to (a) The consent to of the Borrowers is required for an assignment by the Existing Lender, unless the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCis: (a) Prior to the date that this Assignment is entered into, REDC has made payments of the Grants directly to Assignee in the following amounts: (i) to financial institution or bank which: (A) has a dedicated ship finance lending desk and business; and (B) is not a trust or fund or pension fund or insurance company or another entity engaged in or established for the first three installments purposes of the Site Development Grantmaking, totaling $450,000.00purchasing or investing in loans, and securities or other financial assets; (ii) the first installment to an Affiliate of the Tax Base Incentive GrantExisting Lender; (iii) if the Existing Lender is a fund, in the amount to a fund which is a Related Fund; or (iv) made at a time when an Event of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amountsDefault is continuing. (b) Assignor hereby directs that REDC make all future payments The consent of the Grants Borrowers to an assignment must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreementtime. (c) Assignee shall be jointly and severally liable to REDC for If: (i) the Existing Lender assigns any repayment of the Grants (its rights or any portion thereof) that is required obligations under the terms Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the Agreementdate the assignment or change occurs, together with any interest accrued thereon pursuant a Transaction Obligor would be obliged to make a payment to the terms of New Lender or the AgreementExisting Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs), then the New Lender or the Existing Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender would have been if the assignment or change had not occurred. (d) The payment Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use the same, Finance Documents are subject to all terms and conditions of the Agreement (including but not limited assigned to the satisfaction New Lender absolutely, free of all conditions precedent to any such payment)defects in the Existing ▇▇▇▇▇▇'s title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender. (e) Assignee’s right No costs or expenses in relation to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grantssuch an assignment or transfer shall be borne by any Transaction Obligor. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignment.

Conditions of Assignment. In order to induce REDC to consent to the An assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCwill only be effective: (a) Prior on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the date Agent) that this Assignment is entered into, REDC has made payments of the Grants directly New Lender will assume the same obligations to Assignee in the following amounts: (i) Borrower and the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.other Finance Parties as it would have been under if it was an Original Lender; (b) Assignor hereby directs that REDC make all future payments of on the Grants that are payable under New Lender entering into any documentation required for it to accede as a party to any Security Document to which the terms and conditions of the Agreement directly Existing Lender is a party in its capacity as a Lender and, in relation to Assignee at such time as such amounts are due and payable under the Agreement.Security Documents, completing any filing, registration or notice requirements; (c) Assignee if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants (or any portion thereof) that is required under the terms same fraction of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement.each such Utilisation; (d) The payment on the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use completion of which the same, are subject to all terms and conditions of the Agreement (including but not limited Agent shall promptly notify to the satisfaction of all conditions precedent to any such payment).Lender and the New Lender; (e) Assignee’s right to receive payment if that Existing Lender assigns equal fractions of its Commitment and participation in the Grants pursuant to this Assignment is Loan and each Utilisation (if any) under the extent of Assignee’s rights pertaining to the Agreement and the Grants.relevant Facility; and (f) The Land Acquisition Incentive if such assignment is accepted by the Parent and the City Fee Grant (i) are not a part of this AssignmentNew Lender confirms to the Borrower and the Agent that, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in at the case time of the City Fee Grantassignment, paid it has no knowledge of any circumstance which may lead to such New Lender making any claims in respect of Clauses 13 (Tax Gross-Up and Indemnities) and/or 14 (Increased Costs). Each New Lender, by REDC executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the City requisite Lender or Lenders in accordance with the Finance Documents on Assignor’s behalf) or prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to consent to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCIf: (a) Prior to a Lender assigns or transfers any of its rights or obligations under the date that this Assignment is entered into, REDC has made payments of the Grants directly to Assignee in the following amounts: (i) the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.Finance Documents or changes its Facility Office; and (b) Assignor hereby directs as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the assignee or Transferee or Lender acting through its new Facility Office under Clause 15 (Increased Costs), then the assignee or Transferee or Lender acting through its new Facility Office is only entitled to receive payment under that REDC make all future payments of Clause to the Grants that are payable under same extent as the terms and conditions of assignor or Transferor or Lender acting through its previous Facility Office would have been if the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreementassignment, transfer or change had not occurred. (c) Assignee shall be jointly Unless expressly agreed to the contrary, a Lender makes no representation or warranty and severally liable assumes no responsibility to REDC for any repayment an assignee or Transferee for: (i) the legality, validity, effectiveness, adequacy or enforceability of the Grants (Finance Documents or any portion thereofother documents; (ii) that is required the financial condition of any Obligor; (iii) the performance and observance by any Obligor of its obligations under the terms Finance Documents or any other documents; or (iv) the accuracy of the Agreement, together any statements (whether written or oral) made in or in connection with any interest accrued thereon pursuant to the terms of the AgreementFinance Document or any other document, and any representations or warranties implied by law are excluded. (d) The payment Each assignee or Transferee confirms to the assignor or transferor and the other Finance Parties that it: (i) has made (and shall continue to make) its own independent investigation and assessment of the Grants financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the assignor or Transferor in connection with any Finance Document ; and (or portions thereofii) by REDC, and Assignee’s rights will continue to receive and use the same, are subject to all terms and conditions make its own independent appraisal of the Agreement (including but not limited to creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the satisfaction of all conditions precedent to Finance Documents or any such payment)Commitment is in force. (e) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants.Nothing in any Finance Document obliges an assignor or transferor to: (f) The Land Acquisition Incentive and the City Fee Grant (i) are not accept a part re-transfer from an assignee or Transferee of any of the rights and obligations assigned or transferred under this Assignment, Clause 33; or (ii) have not been previously assigned support any losses directly or indirectly incurred by Assignor to Assignee the assignee or any other party, and (iii) have been paid in full Transferee by REDC and received by Assignor (or, in the case reason of the City Fee Grant, paid non-performance by REDC to any Obligor of its obligations under the City on Assignor’s behalf) prior to the date of this AssignmentFinance Documents or otherwise.

Conditions of Assignment. In order to induce REDC to consent to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDC: (a) Prior to the date that this Assignment is entered into, REDC has made payments The consent of the Grants directly to Assignee in the following amounts: Borrower is required for an assignment by a Lender, unless (i) the first three installments assignment is to another Lender or an Affiliate of the Site Development Granta Lender or, totaling $450,000.00, and (ii) if the first installment Lender is a fund, to a fund which is a related fund, or (iii) an Event of Default is continuing. The Agent will immediately advise the Borrower of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amountsassignment. (b) Assignor hereby directs The Borrower’s consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that REDC make all future payments of the Grants that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreementtime. (c) Assignee An assignment will only be effective: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender; (ii) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements; (iii) if an assignment takes effect after Utilisation, the assignment of an Existing ▇▇▇▇▇▇’s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants same fraction of each such Utilisation; (iv) on the performance by the Agent of all “know your customer” or other checks relating to any portion thereof) person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender; (v) if that Existing Lender assigns equal fractions of its Commitment and participation in the Facility and each Utilisation (if any) under the terms Facility; and (vi) if it is for a minimum amount of $20,000,000 (unless the Agreement, together with any interest accrued thereon pursuant to assignment is of all an Existing ▇▇▇▇▇▇’s Commitment and all of its participation in the terms of the AgreementLoan). (d) The payment Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Grants (requisite Lender or portions thereof) by REDC, and Assignee’s rights to receive and use Lenders in accordance with the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such payment). (e) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee Finance Documents on or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to (a) The consent to of the Borrowers is required for an assignment by the Existing Lender, unless the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCis: (ai) Prior to the date that this Assignment is entered into, REDC has made payments an Affiliate of the Grants directly to Assignee in the following amounts: (i) the first three installments of the Site Development Grant, totaling $450,000.00, and Existing Lender; (ii) if the first installment Existing Lender is a fund, to a fund which is a Related Fund; or (iii) made at a time when an Event of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amountsDefault is continuing. (b) Assignor hereby directs that REDC make all future payments The consent of the Grants Borrowers to an assignment must not be unreasonably withheld. Each Borrower will be deemed to have given its consent 15 Business Days after the Existing Lender has requested it unless consent is expressly refused by that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the AgreementBorrower within that time. (c) Assignee shall be jointly and severally liable to REDC for If: (i) the Existing Lender assigns any repayment of the Grants (its rights or any portion thereof) that is required obligations under the terms Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the Agreementdate the assignment or change occurs, together with any interest accrued thereon pursuant a Transaction Obligor would be obliged to make a payment to the terms of New Lender or the AgreementExisting Lender acting through its new Facility Office under Clause 13 (Tax Gross Up and Indemnities) or under that Clause as incorporated by reference or in full in any other Finance Document or Clause 14 (Increased Costs), then the New Lender or the Existing Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender would have been if the assignment or change had not occurred. (d) The payment Each Borrower on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use the same, Finance Documents are subject to all terms and conditions of the Agreement (including but not limited assigned to the satisfaction New Lender absolutely, free of all conditions precedent to any such payment). (e) Assignee’s right to receive payment defects in the Existing L▇▇▇▇▇'s title and of the Grants pursuant to this Assignment is the extent of Assignee’s any rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee or equities which any Borrower or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in Transaction Obligor had against the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this AssignmentExisting Lender.

Conditions of Assignment. In order 33.2.1 The consent of the Borrowers is required for an assignment by a Lender, unless the assignment is to induce REDC another Lender or an Affiliate of a Lender or an Event of Default is continuing. The Agent will immediately advise the Borrowers of the assignment. 33.2.2 The Borrowers’ consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that time. The Borrowers shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 33.2.3 An assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCwill only be effective: (a) Prior on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the date Agent) that this Assignment is entered into, REDC has made payments of the Grants directly New Lender will assume the same obligations to Assignee in the following amounts: (i) Borrowers and the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.other Finance Parties as it would have been under if it was an Original Lender; (b) Assignor hereby directs that REDC make all future payments of on the Grants that are payable under New Lender entering into any documentation required for it to accede as a party to any Security Document to which the terms and conditions of the Agreement directly Original Lender is a party in its capacity as a Lender and, in relation to Assignee at such time as such amounts are due and payable under the Agreement.Security Documents, completing any filing, registration or notice requirements; (c) Assignee if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants (or any portion thereof) that is required under the terms same fraction of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement.each such Utilisation; (d) The payment on the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use completion of which the same, are subject to all terms and conditions of the Agreement (including but not limited Agent shall promptly notify to the satisfaction of all conditions precedent to any such payment).Lender and the New Lender; and (e) Assignee’s right if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and each Utilisation (if any) under the Facility. 33.2.4 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to receive payment execute on its behalf any amendment or waiver that has been approved by or on behalf of the Grants pursuant to this Assignment is requisite Lender or Lenders in accordance with the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee Finance Documents on or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to consent to the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDC: (a) Prior to the date that this Assignment is entered into, REDC has made payments The consent of the Grants directly to Assignee in the following amounts: Borrower is required for an assignment by a Lender, unless (i) the first three installments assignment is to another Lender or an Affiliate of the Site Development Granta Lender or, totaling $450,000.00, and (ii) if the first installment Lender is a fund, to a fund which is a related fund, or (iii) an Event of Default is continuing. The Agent will immediately advise the Borrower of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amountsassignment. (b) Assignor hereby directs The Borrower's consent may not be unreasonably withheld or delayed and will be deemed to have been given fifteen Business Days after the Lender has requested consent unless consent is expressly refused within that REDC make all future payments of the Grants that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the Agreementtime. (c) Assignee An assignment will only be effective: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender; (ii) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements; (iii) if an assignment takes effect after Utilisation, the assignment of an Existing ▇▇▇▇▇▇'s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants same fraction of each such Utilisation; (iv) on the performance by the Agent of all "know your customer" or other checks relating to any portion thereof) person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender; (v) if that Existing Lender assigns equal fractions of its Commitment and participation in the Facility and each Utilisation (if any) under the terms Facility; and (vi) if it is for a minimum amount of $20,000,000 (unless the Agreement, together with any interest accrued thereon pursuant to assignment is of all an Existing ▇▇▇▇▇▇'s Commitment and all of its participation in the terms of the AgreementLoan). (d) The payment Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the Grants (requisite Lender or portions thereof) by REDC, and Assignee’s rights to receive and use Lenders in accordance with the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such payment). (e) Assignee’s right to receive payment of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining to the Agreement and the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee 166 UK-#396550026-v7 Finance Documents on or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to (a) The consent to of the Borrower is required for an assignment by the Existing Lender, unless the assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCis: (ai) Prior to the date that this Assignment is entered into, REDC has made payments an Affiliate of the Grants directly to Assignee in the following amounts: (i) the first three installments of the Site Development Grant, totaling $450,000.00, and Existing Lender; (ii) if the first installment Existing Lender is a fund, to a fund which is a Related Fund; or (iii) made at a time when an Event of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, Default has occurred and Assignor disclaims any and all interest in all such amountsis continuing. (b) Assignor hereby directs that REDC make all future payments The consent of the Grants Borrower to an assignment must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Existing ▇▇▇▇▇▇ has requested it unless consent is expressly refused by that are payable under the terms and conditions of the Agreement directly to Assignee at such time as such amounts are due and payable under the AgreementBorrower within that time. (c) Assignee shall be jointly and severally liable to REDC for any repayment The consent of the Grants Borrower to an assignment must not be withheld solely because the assignment may result in an increase to any amount payable under Clause 14.3 (or any portion thereof) that is required under the terms of the Agreement, together with any interest accrued thereon pursuant to the terms of the AgreementMandatory Cost). (d) The If: (i) the Existing Lender assigns any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment or change occurs, a Transaction Obligor would be obliged to make a payment of to the Grants New Lender or the Existing Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or portions thereof) under that Clause as incorporated by REDCreference or in full in any other Finance Document or Clause 13 (Increased Costs), and Assignee’s rights then the New Lender or the Existing Lender acting through its new Facility Office is only entitled to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited payment under those Clauses to the satisfaction of all conditions precedent to any such payment)same extent as the Existing Lender would have been if the assignment or change had not occurred. (e) Assignee’s right to receive payment Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining Finance Documents are assigned to the Agreement New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which the Grants. (f) The Land Acquisition Incentive and the City Fee Grant (i) are not a part of this Assignment, (ii) have not been previously assigned by Assignor to Assignee Borrower or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in Transaction Obligor had against the case of the City Fee Grant, paid by REDC to the City on Assignor’s behalf) prior to the date of this Assignment.Existing Lender. ​

Conditions of Assignment. In order 32.2.1 The Agent will immediately advise the Borrowers of the assignment. 32.2.2 The prior consent of the Borrowers shall be required for an assignment by a Lender (such consent not to induce REDC to be unreasonably withheld or delayed). The Borrowers' consent to however shall not be required if (a) the assignment is to an Affiliate of a Lender or to another Lender or (b) a Default exists at the time of such assignment. 32.2.3 The consent of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, Agent shall be required for the benefit of each other and REDCan assignment by a Lender (such consent not to be unreasonably withheld or delayed). 32.2.4 An assignment will only be effective: (a) Prior on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the date Agent) that this Assignment is entered into, REDC has made payments of the Grants directly New Lender will assume the same obligations to Assignee in the following amounts: (i) Borrowers and the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.other Finance Parties as it would have been under if it was an Original Lender; (b) Assignor hereby directs that REDC make all future payments of on the Grants that are payable under New Lender entering into any documentation required for it to accede as a party to any Security Document to which the terms and conditions of the Agreement directly Original Lender is a party in its capacity as a Lender and, in relation to Assignee at such time as such amounts are due and payable under the Agreement.Security Documents, completing any filing, registration or notice requirements; (c) Assignee if an assignment takes effect after the Utilisation, the assignment of an Existing Lender's participation in the Utilisation under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants (or any portion thereof) that is required under the terms same fraction of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement.Utilisation; (d) The payment if the aggregate amount of the Grants Commitment and participation in the Loan which are the subject of the assignment is no less than $20,000,000, or any lower amount which is the aggregate Commitment and participation in the Loan of the relevant Existing Lender (or portions thereof) by REDC, such other amount as the Agent and Assignee’s rights to receive and use the same, are subject to all terms and conditions of the Agreement (including but not limited to the satisfaction of all conditions precedent to any such paymentBorrowers may agree).; (e) Assignee’s right to receive payment of on the Grants pursuant to this Assignment is the extent of Assignee’s rights pertaining New Lender having submitted to the Agreement Agent all necessary "know your customer" information and documentation and the Grants.performance by the Agent of all "know your customer" or other checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (f) The Land Acquisition Incentive if that Existing Lender assigns equal fractions of its Commitment and participation in the Loan and the City Fee Grant Utilisation (iif any) are not a part under the Facility. 32.2.5 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of this Assignmentdoubt, (ii) have not that the Agent has authority to execute on its behalf any amendment or waiver that has been previously assigned approved by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in the case on behalf of the City Fee Grant, paid by REDC to requisite Lender or Lenders in accordance with the City Finance Documents on Assignor’s behalf) or prior to the date of this Assignmenton which the assignment and/or transfer becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of Assignment. In order to induce REDC to consent to the An assignment of the Grants as set forth herein, Assignor and Assignee hereby acknowledge, agree and stipulate as follows, for the benefit of each other and REDCwill only be effective: (a) Prior on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the date Agent) that this Assignment is entered into, REDC has made payments of the Grants directly New Lender will assume the same obligations to Assignee in the following amounts: (i) Borrowers and the first three installments of the Site Development Grant, totaling $450,000.00, and (ii) the first installment of the Tax Base Incentive Grant, in the amount of $150,000.00. Assignee acknowledges receipt of all the foregoing payments, and Assignor disclaims any and all interest in all such amounts.other Finance Parties as it would have been under if it was an Original Lender; (b) Assignor hereby directs that REDC make all future payments of on the Grants that are payable under New Lender entering into any documentation required for it to accede as a party to any Security Document to which the terms and conditions of the Agreement directly Existing Lender is a party in its capacity as a Lender and, in relation to Assignee at such time as such amounts are due and payable under the Agreement.Security Documents, completing any filing, registration or notice requirements; (c) Assignee if an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall be jointly and severally liable to REDC for any repayment take effect in respect of the Grants (or any portion thereof) that is required under the terms same fraction of the Agreement, together with any interest accrued thereon pursuant to the terms of the Agreement.each such Utilisation; (d) The payment on the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the Grants (or portions thereof) by REDC, and Assignee’s rights to receive and use completion of which the same, are subject to all terms and conditions of the Agreement (including but not limited Agent shall promptly notify to the satisfaction of all conditions precedent to any such payment).Lender and the New Lender; (e) Assignee’s right to receive payment if that Existing Lender assigns equal fractions of its Commitment and participation in the Grants pursuant to this Assignment is Loan and each Utilisation (if any) under the extent of Assignee’s rights pertaining to the Agreement and the Grants.relevant Facility; and (f) The Land Acquisition Incentive if such assignment is accepted by the Parent and the City Fee Grant (i) are not a part of this AssignmentNew Lender confirms to the Borrowers and the Agent that, (ii) have not been previously assigned by Assignor to Assignee or any other party, and (iii) have been paid in full by REDC and received by Assignor (or, in at the case time of the City Fee Grantassignment, paid it has no knowledge of any circumstance which may lead to such New Lender making any claims in respect of Clauses 13 (Tax Gross-Up and Indemnities) and/or 14 (Increased Costs). Each New Lender, by REDC executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the City requisite Lender or Lenders in accordance with the Finance Documents on Assignor’s behalf) or prior to the date of this Assignmenton which the assignment becomes effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.