Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. If this Agreement is not terminated on or before the Risk Date, then Purchaser shall, either before or on the Risk Date, provide Seller with written notice (the "Contract Notice") indicating whether Purchaser wants Seller to terminate any assignable service, supply or maintenance contracts which relate to the Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller. Seller shall terminate any assignable service, supply or maintenance contracts which relate to the Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller, which are listed on Purchaser's Contract Notice. All of the assignable service, supply and maintenance contracts and leases covering items of personal property referred to in Article I(g), other than those contracts and leases required to be terminated by Seller pursuant to the Contract Notice, together with agreements relating to Commission Obligations (defined in Section 6.7(a) below) or Lease Expenses (defined in Section 6.7(a) below), are referred to collectively as the "Contracts" and individually as a "Contract." Seller shall timely perform all of the obligations on the part of Seller to be performed under the Contracts up to and including the Closing Date; provided, however, that nothing in this Section 6.2 shall prevent Seller from terminating a Contract (or Contracts) if Seller, in its sole and absolute discretion, deems such termination necessary to comply with Seller's obligation under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior to the earlier of the receipt by Seller of the Contract Notice or the Risk Date, or (ii) only with the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the immediately preceding sentence shall become a Contract. On the Closing Date, Seller shall assign and Purchaser shall assume all of the rights and obligations of Seller under the Contracts from and after Closing pursuant to an Assignment and Assumption of Contracts and Intangible Property in the form attached hereto and made a part hereof as Exhibit I.

Assignment of Contracts. If this Agreement is not terminated on or before Duly executed and acknowledged Assignment of Contracts assigning and conveying to Buyer the Risk DateSeller’s interest in, then Purchaser shall, either before or on to and under the Risk Date, provide assignable Contracts and containing an indemnity by Seller with written notice (the "Contract Notice") indicating whether Purchaser wants Seller in favor of Buyer for Claims related to terminate any assignable service, supply or maintenance contracts which relate to the Property and which, by their terms, are terminable periods prior to the Closing Date without cost and (if such contracts are assumed by Buyer) containing an indemnity by Buyer in favor of Seller related to Seller. Seller shall terminate any assignable servicethe period after the Closing, supply together with original executed counterparts of contracts affecting or maintenance contracts which relate relating to the Property or any transferred interest, to the extent Seller or its agents have such original executed counterparts in their possession as of the Closing date. □ Assignment of Leases. Duly executed, acknowledged and whichrecordable Assignment of Leases assigning and conveying to the Buyer the Landlord’s interest in, to and under any existing leases and containing an indemnity by their terms, are terminable Seller in favor of Buyer for claims by tenants arising prior to the Closing Date without cost to SellerClosing, which are listed on Purchaser's Contract Notice. All and an indemnity by Buyer in favor of Seller for claims by tenants arising after the assignable service, supply and maintenance contracts and leases covering items of personal property referred to in Article I(g), other than those contracts and leases required to be terminated by Seller pursuant to the Contract NoticeClosing, together with agreements original executed counterparts of leases affecting or relating to Commission Obligations (defined the Property or any transferred interest, to the extent Seller or its agents have such original executed counterparts in Section 6.7(a) below) or Lease Expenses (defined in Section 6.7(a) below), are referred to collectively their possession as the "Contracts" and individually as a "Contract." Seller shall timely perform all of the obligations on Closing date. □ Notice to Tenants. A letter executed by the part of Seller in a form approved by the Buyer and addressed to be performed all tenants under the Contracts up to and including the Closing Date; providedexisting leases, however, that nothing in this Section 6.2 shall prevent Seller from terminating a Contract (or Contracts) if Seller, in its sole and absolute discretion, deems notifying such termination necessary to comply with Seller's obligation under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior to the earlier tenants of the receipt by Seller change in ownership of the Contract Notice or the Risk Date, or (ii) only with the prior written approval Property and directing that payment of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the immediately preceding sentence shall become a Contract. On the Closing Date, Seller shall assign all rent and Purchaser shall assume all of the rights and obligations of Seller under the Contracts other sums due from such tenants from and after Closing pursuant be made to an Assignment Buyer or such other party as Buyer may direct (it shall be the responsibility of Seller to deliver such letters to the tenants.) □ Rent Roll. A complete and Assumption accurate rent roll for the Property updated through the date of Contracts Closing and Intangible Property certified to be true and correct by Seller at Closing. □ Estoppel Certificates. Estoppel certificates from all existing commercial tenants, concessionaires and licensees upon the Property, if any, in the form attached hereto and made a part hereof as Exhibit I.content acceptable to Buyer and dated no earlier than 30 days prior to Closing (but excluding individual tenant leases).

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

Assignment of Contracts. If this Agreement is not terminated on or before the Risk Date, then Purchaser shall, either before or on the Risk Date, provide Seller with written notice (the "Contract Notice") indicating whether Purchaser wants Seller to terminate any assignable service, supply or maintenance contracts which relate to the Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller. Seller shall terminate any assignable service, supply or maintenance contracts which relate to the Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller, which are listed on Purchaser's Contract Notice. All of the assignable service, supply and maintenance contracts and leases covering items of personal property referred to in Article I(gI(e), other than those contracts and leases required to be terminated by Seller pursuant to the Contract Notice, together with agreements relating to Commission Obligations (defined in Section 6.7(a) below) or Lease Expenses (defined in Section 6.7(a) below), are referred to collectively as the "Contracts" and individually as a "Contract." Seller shall timely perform all of the obligations on the part of Seller to be performed under the Contracts up to and including the Closing Date; provided, however, that nothing in this Section 6.2 6.1 shall prevent Seller from terminating a Contract (or Contracts) if Seller, in its sole and absolute discretion, deems such termination necessary to comply with Seller's obligation under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior to the earlier of the receipt by Seller of the Contract Notice or the Risk Date, or (ii) only with the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the immediately preceding sentence shall become a Contract. On the Closing Date, Seller shall assign and Purchaser shall assume all of the rights and obligations of Seller under the Contracts from and after Closing pursuant to an Assignment and Assumption of Contracts and Intangible Property in the form attached hereto and made a part hereof as Exhibit I.F.

Assignment of Contracts. If this Agreement is not terminated on or before ‌ (a) Section 2.01(b) of the Risk Date, then Purchaser shall, either before or on the Risk Date, provide Seller with written notice (the "Contract Notice") indicating whether Purchaser wants Seller Disclosure Schedules sets forth a list of all Contracts to terminate any assignable service, supply or maintenance contracts which relate to the Property and which, by their termsto Sellers’ Knowledge, are terminable prior to the Closing Date without cost to Seller. a Seller shall terminate any assignable service, supply or maintenance contracts which relate to the Property is a party and which, by their terms, are terminable prior to the Closing Date without cost to Seller, which are listed on Purchaser's Contract Noticeto be included in the Assigned Contracts. All Sellers shall make such deletions to Section 2.01(b) of the assignable service, supply and maintenance contracts and leases covering items of personal property referred to in Article I(g), other than those contracts and leases required to be terminated by Seller pursuant to the Contract Notice, together with agreements relating to Commission Obligations (defined in Section 6.7(a) below) or Lease Expenses (defined in Section 6.7(a) below), are referred to collectively Disclosure Schedules as the "Contracts" and individually as a "Contract." Seller shall timely perform all of the obligations on the part of Seller to be performed under the Contracts up to and including the Closing Date; provided, however, that nothing in this Section 6.2 shall prevent Seller from terminating a Contract (or Contracts) if SellerBuyer shall, in its sole and absolute discretion, deems request in writing. Any such termination necessary deleted Contract shall be deemed to comply no longer be an Assigned Contract. Any Contract of Sellers that is not listed on Section 2.01(b) of the Disclosure Schedules shall not be considered an Assigned Contract and shall be deemed an Excluded Contract. Buyer and Sellers acknowledge and agree that there shall be no reduction in the Purchase Price if Buyer elects to delete any Contracts from Section 2.01(b) of the Disclosure Schedules. (b) Sellers shall take all actions required to assume and assign the Assigned Contracts to Buyer, including using commercially reasonable efforts to facilitate any negotiations with Sellerthe counterparties to such Assigned Contracts and to obtain a finding under the Sale Order that the proposed assumption and assignment of the Assigned Contracts to Buyer satisfy all applicable requirements of Section 365 of the Bankruptcy Code. Notwithstanding the foregoing, Sellers shall not pay any Cure Costs without the consent of Oxford Finance LLC. (c) At the Closing, (i) Sellers shall, pursuant to the Sale Order and the Assignment and Assumption Agreement(s) or the Assignment and Assumption of Lease(s), as applicable, assign to Buyer (the consideration for which is included in the Purchase Price) each of the Assigned Contracts that is capable of being assigned under applicable Law and (ii) Buyer shall assume and discharge the Assumed Liabilities (if any) under the Assigned Contracts, pursuant to the Assignment and Assumption Agreement(s) or the Assignment and Assumption of Lease(s), as applicable. (d) If prior to or following Closing, it is discovered that a Contract should have been listed in Section 2.01(b) of the Disclosure Schedules but was not so listed (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly (but in no event later than two Business Days following the discovery thereof) notify Buyer in writing of such Previously Omitted Contract. Buyer shall deliver written notice to Sellers promptly thereafter, designating such Previously Omitted Contract as “Assumed” or “Excluded” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated as “Excluded,” or with respect to which ▇▇▇▇▇ fails to deliver a Previously Omitted Contract Designation, shall be an Excluded Contract. If Buyer designates a Previously Omitted Contract as “Assumed”, Section 2.01(b) of the Disclosure Schedules shall be amended to include such Previously Omitted Contract and Sellers shall serve a notice (the “Previously Omitted Contract Notice”) on the counterparties to such Previously Omitted Contract notifying such counterparties of Sellers’ intention to assign and Buyer's obligation under Section 10.1 of intention to assume such Previously Omitted Contract in accordance with this Agreement. Seller may enter into a contract The Previously Omitted Contract Notice shall provide the counterparties to such Previously Omitted Contract with a new serviceten Business Days to object, supply or maintenance vendor (i) in Seller's sole writing to Sellers and absolute discretion any time prior Buyer, to the earlier assumption of its Contract. If the counterparties, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ are unable to reach a consensual resolution with respect to the objection, Sellers will seek an expedited hearing before Bankruptcy Court to approve the assumption. If no objection is timely served on Sellers and Buyer, Sellers shall obtain an order of the receipt by Seller Bankruptcy Court approving the assumption of the Contract Notice or the Risk Date, or (ii) only with the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the immediately preceding sentence shall become a Previously Omitted Contract. On the Closing DateSellers and Buyer shall execute, Seller shall assign acknowledge and Purchaser shall deliver such other instruments and take commercially reasonable efforts as are reasonably practicable for Buyer to assume all of the rights and obligations of Seller under the Contracts from and after Closing pursuant to an Assignment and Assumption of Contracts and Intangible Property in the form attached hereto and made a part hereof as Exhibit I.such Previously Omitted Contract.

Assignment of Contracts. During the Transition Period, Licensee will have the right to request that Licensor assign to Licensee any of the Potential Assigned Contracts. On a Potential Assigned Contract-by-Potential Assigned Contract basis, until the earlier of (a) the conclusion of the Transition Period, (b) Licensee’s notification to Licensor that it elects to assume the applicable Potential Assigned Contract, or (c) Licensee’s notification to Licensor that it declines to assume the applicable Potential Assigned Contract, Licensor will maintain such Potential Assigned Contract in good standing. Licensee will endeavor to notify Licensor as promptly during the Transition Period as possible if Licensee does not intend to assume a Potential Assigned Contract. If this Agreement is not terminated on or before the Risk DateLicensee elects to have assigned to it a Potential Assigned Contract, then Purchaser shallLicensee will reimburse Licensor for Licensor’s reasonable and documented costs and expenses incurred in maintaining such Potential Assigned Contract during the Transition Period (including amounts for activities conducted during the Transition Period, either before or on the Risk Date, provide Seller with written notice (the "Contract Notice") indicating whether Purchaser wants Seller to terminate any assignable service, supply or maintenance contracts which relate to the Property and which, by their terms, are terminable even if initiated prior to the Closing Effective Date), which costs and expenses will not materially exceed the estimated costs and expenses provided to Licensee as of the Effective Date without cost for such Potential Assigned Contract for the Transition Period. Upon such Licensee’s request, Licensor will, and will cause its Affiliates to, initiate the assignment and transfer to SellerLicensee, free and clear of all liabilities, claims, liens, charges, and encumbrances, all of Licensor’s and Licensor’s Affiliates’ rights, title, and interests in, to, and under, the requested Potential Assigned Contract. Seller shall terminate Each Party will use its best efforts to complete such assignments within [***] after the date upon which Licensee requested assignment of such Potential Assigned Contract, and in any assignable serviceevent, supply or maintenance contracts which relate will complete such assignments within [***] after the date of such request. The foregoing reimbursement obligation will apply during such assignment period. For each Potential Assigned Contract that is assigned to the Property and whichLicensee pursuant to this Section 2.6 (Assignment of Contracts), by their terms, are terminable Licensor will retain all liabilities arising under such contract (i) prior to the Closing Date date of assignment thereof to Licensee, (ii) after the date of assignment thereof to Licensee resulting from activities of Licensor or its Affiliates prior to the date of assignment thereof, and (iii) related to Licensor’s Exploitation of the Licensed Products outside the Territory or of any product that is not a Licensed Product anywhere in the world. Notwithstanding the foregoing, [***]. With respect to any milestone event payment included in a Potential Assigned Contract that is assigned to Licensee, the liability for such payments will be based upon the date of achievement of the applicable milestone event (and not the invoice date for such payment), such that [***]. The assignment of any Potential Assigned Contract to Licensee will be pursuant to either (A) an assignment and assumption agreement in substantially the form set forth on Schedule 8A hereto if the applicable Third Party vendor’s consent is not required for such assignment, or (B) a novation agreement in substantially the form set forth on Schedule 8B hereto, if the applicable Third Party vendor’s consent is required for such assignment. The assignment of any Potential Assigned Contract will not be considered complete until (I) the delivery to Licensee of such assignment and assumption agreement by Licensor to Licensee in accordance with this Section 2.6 (Assignment of Contracts), (II) all necessary consents to assign the Potential Assigned Contract have been obtained, and (III) all notices required before assignment of any Potential Assigned Contract have been sent. With respect to any Potential Assigned Contract that requires the Third Party vendor’s consent, Licensor will use best efforts to obtain such consent without cost qualification. With respect to Sellerany such Potential Assigned Contract that does not solely relate to Licensed Antibodies or Licensed Products, in seeking the applicable Third Party consent, Licensor will request that such Third Party duplicate the terms of the existing Potential Assigned Contract with a scope that is limited to Licensed Antibodies and Licensed Products, which are listed on Purchaser's duplicated agreement will be entered into by Licensee, with Licensor retaining rights and liabilities under such Potential Assigned Contract Notice. All of the assignable service, supply and maintenance contracts and leases covering items of personal property referred to in Article I(g), other than those contracts and leases required to be terminated by Seller pursuant specific to the Contract Notice, together with agreements relating to Commission Obligations (defined in Section 6.7(a) below) or Lease Expenses (defined in Section 6.7(a) below), are referred to collectively as the "Contracts" Licensed Antibodies and individually as a "ContractLicensed Products." Seller shall timely perform all of the obligations on the part of Seller to be performed under the Contracts up to and including the Closing Date; provided, however, that nothing in this Section 6.2 shall prevent Seller from terminating a Contract (or Contracts) if Seller, in its sole and absolute discretion, deems such termination necessary to comply with Seller's obligation under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior to the earlier of the receipt by Seller of the Contract Notice or the Risk Date, or (ii) only with the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the immediately preceding sentence shall become a Contract. On the Closing Date, Seller shall assign and Purchaser shall assume all of the rights and obligations of Seller under the Contracts from and after Closing pursuant to an Assignment and Assumption of Contracts and Intangible Property in the form attached hereto and made a part hereof as Exhibit I.

Assignment of Contracts. If this Agreement Tenant hereby transfers, assigns and sets over to Landlord, and its successors and assigns, all of its rights, title and interest in and to the Assigned Contracts. This assignment is not terminated on or before made as collateral security for the Risk Date, then Purchaser shall, either before or on Tenant's prompt payment of the Risk Date, provide Seller with Rent when due and for the performance of all other obligations of Tenant under the Loan Documents. Upon receipt by Tenant of written notice (from Landlord that an Event of Default has occurred and is continuing, Landlord shall have the "Contract Notice") indicating whether Purchaser wants Seller to terminate any assignable service, supply or maintenance contracts which relate to the Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller. Seller shall terminate any assignable service, supply or maintenance contracts which relate to the Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller, which are listed on Purchaser's Contract Notice. All of the assignable service, supply and maintenance contracts and leases covering items of personal property referred to in Article I(g), other than those contracts and leases required to be terminated by Seller pursuant to the Contract Notice, together with agreements relating to Commission Obligations (defined in Section 6.7(a) below) or Lease Expenses (defined in Section 6.7(a) below), are referred to collectively as the "Contracts" and individually as a "Contract." Seller shall timely perform all of the obligations on the part of Seller to be performed under the Contracts up to and including the Closing Date; provided, however, that nothing in this Section 6.2 shall prevent Seller from terminating a Contract (or Contracts) if Sellerright, in its sole and absolute discretiondiscretion and with no obligation whatsoever to exercise such right, deems such termination necessary to comply with Seller's obligation exercise all the rights of Tenant under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior the Assigned Contracts as to the earlier Leased Property to which such Event of Default relates. Until the occurrence and during the continuance of an Event of Default, Landlord shall not exercise any rights hereunder and Tenant shall be entitled to all rights, issues, rents and profits under the Assigned Contracts. Tenant, by executing this Lease, agrees that Landlord does not assume any obligations or duties of Tenant concerning the Assigned Contracts until and unless Landlord shall exercise its rights hereunder. Tenant hereby irrevocably constitutes and appoints Landlord as the Tenant's attorney-in-fact to demand, receive and enforce Tenant's rights with respect to the Assigned Contracts, to give appropriate receipts, releases and satisfactions for and on Tenant's behalf and to do any and all acts in Tenant's name or in the name of the receipt by Seller Landlord with the same force and effect as Tenant could do if this assignment had not been made. The foregoing assignment shall be deemed to be coupled with an interest and irrevocable. Landlord will not be deemed in any manner to have assumed any liabilities or obligations relating to any of the Contract Notice or the Risk DateAssigned Contracts, or (ii) only with the prior written approval nor shall Landlord be liable to any person by reason of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier any default by any party under any of the receipt Assigned Contracts. Tenant agrees to indemnify and to hold Landlord harmless of and from any and all liabilities, losses, damages, expenses or costs which it may or might incur by Seller reason of any claims or demands against it based on its alleged assumption of Tenant's duty and obligation to perform and discharge the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the immediately preceding sentence shall become a Contract. On the Closing Dateterms, Seller shall assign covenants and Purchaser shall assume all of the rights and obligations of Seller under the Contracts from and after Closing pursuant to an Assignment and Assumption of Contracts and Intangible Property agreements in the form attached hereto and made a part hereof as Exhibit I.Assigned Contracts, except to the extent caused by Landlord's willful misconduct or gross negligence.

Assignment of Contracts. If this Agreement is As additional security for the Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s right, title and interest, but not terminated on or before its liability, in, under, and to all construction, architectural and design contracts, and agrees that all of the Risk Date, then Purchaser shall, either before or on same are covered by the Risk Date, provide Seller with written notice (security agreement provisions of the "Contract Notice") indicating whether Purchaser wants Seller Mortgage. Borrower agrees to terminate any assignable service, supply or maintenance contracts which relate deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the Property and whichforegoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any contract, by their terms, are terminable prior Borrower hereby agrees to the Closing Date without cost to Seller. Seller shall terminate any assignable service, supply or maintenance contracts which relate to the Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller, which are listed on Purchaser's Contract Notice. All of the assignable service, supply and maintenance contracts and leases covering items of personal property referred to in Article I(g), other than those contracts and leases required to be terminated by Seller pursuant to the Contract Notice, together with agreements relating to Commission Obligations (defined in Section 6.7(a) below) or Lease Expenses (defined in Section 6.7(a) below), are referred to collectively as the "Contracts" and individually as a "Contract." Seller shall timely perform all of the its obligations on the part of Seller under any contract, and Borrower shall continue to be performed liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any contract or to protect the Contracts up rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Administrative Agent’s and including Lender’s name all rights of Borrower under any contract. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any such action taken by Administrative Agent or Lenders. Borrower represents and warrants to Administrative Agent and Lenders that the Closing Date; provided, howevercopy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that nothing there have been no modifications thereof which are not fully set forth in this Section 6.2 shall prevent Seller from terminating a Contract (or Contracts) if Sellerthe copies delivered, in its sole and absolute discretionthat Borrower’s interest therein is not subject to any claim, deems such termination necessary to comply with Seller's obligation under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior to the earlier of the receipt by Seller of the Contract Notice or the Risk Datesetoff, or (ii) only with the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the immediately preceding sentence shall become a Contract. On the Closing Date, Seller shall assign and Purchaser shall assume all of the rights and obligations of Seller under the Contracts from and after Closing pursuant to an Assignment and Assumption of Contracts and Intangible Property in the form attached hereto and made a part hereof as Exhibit I.encumbrance.

Assignment of Contracts. If this Agreement is not terminated on or before At the Risk DateClosing, then Purchaser shall, either before or on the Risk Date, provide Seller with written notice (the "Contract Notice") indicating whether Purchaser wants Seller to terminate any assignable service, supply or maintenance contracts which relate shall assign to the Property Buyer all of its right, title and whichinterest in and to, by their terms, are terminable prior to and the Closing Date without cost to Seller. Seller Buyer shall terminate any assignable service, supply or maintenance contracts which relate to take an assignment of and assume the Property and which, by their terms, are terminable prior to the Closing Date without cost to Seller, which are listed on Purchaser's Contract Notice. All obligations of the assignable serviceSeller under, supply those certain equipment leases more particularly described in Schedule 1.03E attached hereto and maintenance contracts incorporated by reference herein, those certain real estate leases more particularly described in Schedule 1.03R attached hereto and incorporated by reference herein, those certain licenses and permits described on Schedules 1.01U and 1.01E, and the Service Agreements (as hereinafter defined) (such equipment leases, real estate leases covering items of personal property referred to in Article I(g), other than those contracts and leases required to be terminated by Seller pursuant to the Contract Notice, together with agreements relating to Commission Obligations (defined in Section 6.7(a) below) or Lease Expenses (defined in Section 6.7(a) below), are referred to Service Agreements being collectively as called the "Contracts" and individually "). Notwithstanding the foregoing, this Agreement shall not constitute an agreement to assign any Contract if an attempted assignment thereof, without the consent of another party thereto or any governmental authority, would constitute a breach of any such Contract or in any way affect the rights of the Seller thereunder or the Buyer as a "Contract." assignee hereunder. The Seller shall timely use all reasonable efforts and the Buyer shall cooperate in all reasonable respects with the Seller to obtain all consents and waivers and to resolve all impracticalities of assignments or transfers necessary to assign and convey the Contracts to the Buyer. If any such consent or waiver are not obtained, or if an attempted assignment would be ineffective, the Seller shall use all reasonable efforts to provide the Buyer with the benefits of any such Contract, and the Seller shall promptly pay to the Buyer when received all moneys received by the Seller under any such Contract and, to the extent the Buyer is provided with the benefits of any such Contract, the Buyer shall perform all or discharge on behalf of the Seller all obligations on the part of Seller to be performed and liabilities under the Contracts up to and including the Closing Date; provided, however, that nothing in this Section 6.2 shall prevent Seller from terminating a each such Contract (or Contracts) if Seller, in its sole and absolute discretion, deems such termination necessary to comply with Seller's obligation under Section 10.1 of this Agreement. Seller may enter into a contract with a new service, supply or maintenance vendor (i) in Seller's sole and absolute discretion any time prior to the earlier of the receipt by Seller of the Contract Notice or the Risk Date, or (ii) only with the prior written approval of Purchaser, which approval shall not be unreasonably withheld or delayed, if after the earlier of the receipt by Seller of the Contract Notice or the Risk Date. Any new contract entered into by Seller in accordance with the provisions of the immediately preceding sentence shall become a Contract. On the Closing Datehereof, Seller shall assign as fully and Purchaser shall assume all of the rights and obligations of Seller under the Contracts from and after Closing pursuant to an Assignment and Assumption of Contracts and Intangible Property in the form attached hereto and made a part hereof effectually as Exhibit I.if such Contract was assigned hereunder.