Common use of Collateral Assignment Clause in Contracts

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

Collateral Assignment. (a) Unless otherwise agreed Each Grantor hereby collaterally assigns to by Collateral Agent, for the CEI Collateral Agent (ratable benefit of the Secured Parties, all of such Grantor’s rights, title, and interests in, to, and under each Specified Contract, whether now owned or existing or hereafter acquired or arising, including the present and continuing right with full power and authority, in its sole discretion)own name or otherwise, no Lender may at but subject to the provisions and limitations of this Agreement, to (i) make claim for, enforce, perform, collect and receive any time pledge or assign a security interest in and all or any portion of its rights under the Loan Documents Specified Contracts, (ii) do any and all things which such Grantor is or may become entitled to do under any Person and all of the Specified Contracts, and (iii) make all waivers and agreements, give all notices, consents and releases and other than instruments and to do any and all other things whatsoever which such Grantor is or may become entitled to do under any Specified Contract (all of which being herein collectively referred to as the CEI Collateral Agent“Assignment Collateral”). (b) The Loan Parties (i) consent in all respects to the collateral assignment set fort in Section 3.2(a) above (the “Collateral Assignment”) is not an absolute assignment by Grantors (or any of them), or an absolute assumption by any Secured Party; rather, it is a collateral assignment intended solely as security for the Obligations. (c) Neither the acceptance by any Secured Party of this Agreement (including, without limitation, the Collateral Assignment), nor the payment or performance under the CEI Credit Documents and the CEI Second Lien Notes Specified Contracts, shall constitute a waiver of all any rights of the Lenders’ right, title and interest in, to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s), in the exercise of the CEI Collateral Agent’s rights and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights any of the Secured Parties under or in connection with any of the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Debenture Documents, then it being understood and agreed that, unless an Event of Default has occurred, and subject to the CEI exercise of Collateral Agent’s rights under this Agreement, its designee(seach Grantor shall have exclusive rights to collect on the Specified Contracts to which it is party and to retain, use, and enjoy the same. (d) or assignee(s) Each Grantor hereby acknowledges and agrees that the Collateral Assignment is irrevocable until Payment in Full, but is thereafter subject to reinstatement as described in Section 8.17. Upon Payment in Full, the Collateral Assignment and all of each Secured Party’s right, title, and interest with respect to the Specified Contracts arising under this Agreement or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) Joinder Agreement shall be substituted for the Lender(s) under the Loan Documents. In the event automatically terminate, but are thereafter subject to reinstatement as described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasonSection 8.17.

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

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

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

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

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

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

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

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

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

Collateral Assignment. (a) Unless otherwise agreed For the purpose of securing the Obligations, Original Borrower hereby collaterally assigns and transfers to by Agent, for its benefit and the CEI Collateral Agent (in its sole discretion)benefit of the Lenders, no Lender may at any time pledge or assign and grants a security interest to Agent, for its benefit and the benefit of the Lenders (as collateral security for the performance and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been made)), in, all right, title and interest of Original Borrower in, to and under: (i) each BioElectron Acquisition Document, including but not limited to, any and all rights of enforcement with respect to any breach by any party to the BioElectron Acquisition Documents, rights of indemnification, reservations of rights, assignments of warranties, whenever arising or coming into existence, termination rights, and Original Borrower’s right to payments under and its right to receive payments or other amounts from any portion party pursuant to or in connection with the BioElectron Acquisition Documents, and (ii) all proceeds of its rights the foregoing; provided that neither the Agent nor any Lender shall have any right to enforce the provisions of any MidCap / PTC / Amendment No. 5 BioElectron Acquisition Document unless an Event of Default has occurred and is continuing under the Loan Documents to any Person other than the CEI Collateral AgentCredit Agreement. (b) The Loan Parties (i) consent in all respects to Notwithstanding the collateral assignment foregoing, Original Borrower expressly agrees that it shall remain liable under the CEI Credit BioElectron Acquisition Documents and the CEI Second Lien Notes of to perform all of the Lenders’ right, title conditions and interest in, obligations provided therein to be observed and under the Loan Documentsperformed by it, and will execute all such documentation reasonably requested by neither the CEI Collateral assignment pursuant to this Section 8 nor any action taken hereunder, shall cause Agent or any of the collateral trustee Lenders to be under any obligation or liability in any respect to any party to the BioElectron Acquisition Documents including, without limitation, Original Borrower, for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision performance or observance of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the right any of the CEI Collateral Agent representations, warranties, conditions, covenants, agreements or its designee(s) or assignee(s), in the exercise terms of the CEI Collateral Agent’s rights and remedies under the CEI Credit BioElectron Acquisition Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reason.

Collateral Assignment. (aNotwithstanding Section 10.11(a) Unless otherwise agreed above, upon the giving of written notice to by the CEI other party, either party may assign this Agreement to a Collateral Agent (in its sole discretion), no Lender may at any time pledge or assign Assignee pursuant to a security interest in all or any portion form of its rights under collateral assignment reasonably acceptable to the Loan Documents to any Person other than non-assigning party; provided that the CEI Collateral Agent. (b) The Loan Parties (i) consent in all respects to party requesting the collateral assignment shall pay the reasonable costs and expenses of the non-assigning party relating to the review and negotiation of a mutually acceptable form of collateral assignment. Any collateral assignment hereunder shall acknowledge the right, but not the obligation, of the Collateral Assignee or its permitted assignee under the CEI Credit Documents and the CEI Second Lien Notes of all of the Lenders’ right, title and interest in, collateral assignment to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the right of the CEI Collateral Agent or its designee(s) or assignee(s), in the exercise of the CEI Collateral Agent’s rights and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent assigning party in accordance with this Agreement, to have itself or its designee(s) permitted assignee substituted for the assigning party under this Agreement, or assignee(s) has elected to exercise sell, assign, transfer or otherwise dispose of this Agreement to a permitted assignee; provided that, at a minimum, any subsequent sale, assignment, or transfer of this Agreement to any third party other than Collateral Assignee shall be subject to the rights same limitations and remedies restrictions on transfer and assignment as set forth in paragraph (a) above, and provided that no such sale, transfer or assignment shall be made unless all obligations of the CEI Credit Documentsassigning party hereunder are current or are brought current at the time of such sale, then transfer or assignment. Notwithstanding anything in this Agreement to the CEI Collateral Agentcontrary, its designee(s) or assignee(s) neither party shall terminate this Agreement or any other purchaser of its obligations hereunder as the result of any default of the Assigned Interests other party under this Agreement until after notice of such default is given by the party claiming the default to the Collateral Assignee and the expiration of any cure periods provided for in this Agreement, which cure periods shall begin to run from the time notice is given to the alleged defaulting party. Any process, stay or injunction issued by any Government Entity or pursuant to any bankruptcy or insolvency proceeding involving a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) party that would prohibit the Collateral Assignee from exercising such cure rights shall be substituted extend such cure periods for the Lender(s) under period of such prohibition and if this Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the Loan Documents. In the event described in clause (iv)assigning party, the Loan Parties shall recognize nonassigning party will, at the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor request of the Substitute Lender. Each Loan Party agrees not Collateral Assignee, enter into a new agreement with Collateral Assignee or a permitted assignee thereof having terms no less favorable to contest the nonassigning party than the terms of this Agreement; provided that any obligations of the assigning party that were outstanding at the time of any such bankruptcy or challenge insolvency proceeding are paid in full or support brought current, as the case may be, at the time any other Person in contesting such new agreement is entered into (without taking into account the effect of any such bankruptcy or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasoninsolvency proceedings).

Collateral Assignment. (a) Unless Seller, without approval of Buyer, may, by security, charge or otherwise agreed to by encumber its interest under this Agreement in favor of a Project Investor for the CEI Collateral Agent (in its sole discretion)purposes of financing the development, no Lender may at any time pledge or assign a security interest in all or any portion construction and/or operation of its rights under the Loan Documents to any Person other than Project and the CEI Collateral AgentSeller’s Interconnection Facilities. (b) The Loan Parties Promptly after making such encumbrance, Seller shall notify Buyer in writing of the name, address, and telephone and facsimile numbers of each Project Investor to which Seller’s interest under this Agreement has been encumbered. Such Notice shall include the names of the account managers or other representatives of the Project Investors to whom all written and telephonic communications should be addressed. (c) After giving Buyer such initial Notice, Seller shall promptly give Buyer Notice of any change in the information provided in the initial Notice or any revised Notice. (d) If Seller encumbers its interest under this Agreement as permitted by this Section 14.2, the following provisions shall apply: (i) The Parties, except as provided by the terms of this Agreement, shall not modify or cancel this Agreement without the prior written consent of the Project Investors; (ii) The Project Investors or their designees shall have the right, but not the obligation, to perform any act required to be performed by Seller under this Agreement to prevent or cure an Event of Default by Seller and such act performed by the Project Investors or their designees shall be as effective to prevent or cure an Event of Default as if done by Seller, provided that, if any such Project Investor or its designee elects to perform any act required to be performed by Seller under this Agreement to prevent or cure an Event of Default by Seller, Buyer will not be deemed to have waived or relinquished its rights and remedies as provided in all respects this Agreement; (iii) Buyer shall upon request by Seller execute statements certifying that this Agreement is unmodified (or, modified and stating the nature of the modification), in full force and effect and, to the collateral assignment under knowledge of Buyer, the CEI Credit Documents absence or existence (and the CEI Second Lien Notes nature thereof) of Events of Default hereunder by ▇▇▇▇▇▇ and documents of consent to such assignment to the encumbrance and any assignment to such Project Investors; and (iv) Upon the receipt of a written request from Seller or any Project Investor, Buyer shall use Commercially Reasonable Efforts to execute, or arrange for the delivery of, such certificates, opinions and other documents as may be reasonably necessary in order for Seller to consummate any financing or refinancing of the Project or any part thereof and will enter into reasonable agreements with such Project Investor, which agreements will grant certain rights to the Project Investors as more fully developed and described in such documents, including (a) this Agreement shall not be terminated (except for termination pursuant to the terms of this Agreement) without the consent of Project Investor, which consent is not to be unreasonably withheld or delayed, (b) Project Investors shall be given notice of, and the opportunity to cure as provided in Section 14.2(d)(ii), any breach or default of this Agreement by Seller, (c) that if the Project Investor forecloses, take a deed in lieu of foreclosure or otherwise exercise its remedies pursuant to any security documents, then (i) Buyer shall, at Project Investor’s request, continue to perform all of the Lenders’ right, title and interest in, to and under the Loan Documentsits obligations hereunder, and will execute all Project Investor or its nominee may perform in the place of Seller, and may assign this Agreement to another Person in place of Seller, provided that such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignmentother Person is a Qualified Transferee, (ii) agree that each CEI Secured Party is an express third party beneficiary Project Investor shall have no liability under each provision of each Loan Document to this Agreement except during the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision period of such Loan Document, Project Investor’s ownership or operation of the Project and (iii) acknowledge the right of the CEI Collateral Agent that Buyer shall accept performance in accordance with this Agreement by Project Investor or its designee(snominee, and (d) or assignee(s), that Buyer shall make the same representations and warranties to Project Investor as Buyer made to Seller pursuant to this Agreement. The Parties agree that an agreement substantially in the exercise form of the CEI Collateral Agent’s rights and remedies under the CEI Credit Documents, to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) Exhibit J shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasonreasonable.

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

Collateral Assignment. (a) Unless otherwise agreed To secure the prompt and full payment by Tenant of the Rent and the faithful performance by Tenant of all the other terms and conditions herein contained on its part to by the CEI Collateral Agent (in its sole discretion)be kept and performed, no Lender may at any time pledge or assign a security interest in all or any portion of its rights under the Loan Documents to any Person other than the CEI Collateral Agent. (b) The Loan Parties (i) consent in all respects Tenant hereby collaterally assigns, transfers and sets over unto Landlord, subject to the collateral assignment under the CEI Credit Documents and the CEI Second Lien Notes of conditions hereinafter set forth, all of the Lenders’ Tenant’s right, title and interest in and to all permitted subleases, assignments, licenses and occupancy agreements, including the Operating Subleases (each a “Sublease” and collectively, the “Subleases”) and hereby confers upon Landlord, its agents and representatives, a right of entry (after prior written notice) in, and sufficient possession of, the Premises to permit and ensure the collection by Landlord of the rentals and other sums payable under the Loan DocumentsSubleases, and will execute all such documentation reasonably requested by further agrees that the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, (ii) agree that each CEI Secured Party is an express third party beneficiary under each provision exercise of each Loan Document to the extent such CEI Secured Party or the Collateral Agent is referred to or specified in such provision of such Loan Document, (iii) acknowledge the said right of entry and qualified possession by Landlord shall not constitute an eviction of Tenant from the CEI Collateral Agent Premises or any portion thereof and that should said right of entry and possession be denied Landlord, its designee(s) agent or assignee(s)representative, Landlord, in the exercise of said right, may use all requisite force (subject to Applicable Law) to gain and enjoy the CEI Collateral Agent’s rights same without responsibility or liability to Tenant, its servants, employees, guests or invitees, or any Person whomsoever; provided, however, that such assignment shall become operative and remedies effective only if (a) a Default shall occur and be continuing or (b) this Lease and the Term shall be cancelled or terminated pursuant to the terms, covenants and conditions hereof or (c) there occurs repossession under a dispossess warrant or other re-entry or repossession by Landlord under the CEI Credit Documentsprovisions hereof or (d) a receiver for the Premises is appointed, and then only as to such of the subleases that Landlord may elect to take over and assume. At any time and from time to time within ten (10) days after Landlord’s written demand, Tenant promptly shall deliver to Landlord a schedule of all Subleases, setting forth the names of all Subtenants, with a true, correct and complete copy of each of the Subleases. Upon reasonable request of Landlord, Tenant shall permit Landlord and its agents and representatives to inspect all Subleases affecting the Premises. Tenant covenants that each Sublease shall provide that the Subtenant thereunder shall be required from time to time, upon request of Landlord or Tenant, to make all demandsexecute, give all noticesacknowledge and deliver, take all actions to and exercise all rights for the benefit of Landlord, an estoppel certificate confirming with respect to such Sublease the Secured Parties under the Loan Documents (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies information set forth in Section 14.1 hereof. Neither the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or foregoing nor any other purchaser of provisions relating to the Assigned Interests in a judicial or nonjudicial foreclosure sale (a “Substitute Lender”) Subleases and/or Operating Subtenants shall be substituted for deemed to supersede or otherwise limit Landlords’ right to consent to the Lender(s) under same pursuant to the Loan Documents. In the event described in clause (iv), the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasonterms hereof.

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

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

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

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

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

Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions (with such changes as may be reasonably requested by Lenders): (a) Unless otherwise Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning: (i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; (ii) Impediments to the cure plan or its development; (iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender shall have the right to cure an Event of Default on behalf of Seller, only if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (d) Lender shall have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender shall receive prior written notice of and the right to approve material amendments to this Agreement, which approval shall not be unreasonably withheld, delayed or conditioned; (f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the CEI Collateral Agent Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion)) of Buyer’s right to terminate this Agreement with respect to such Event of Default, no then Lender at its option, and in its sole discretion, may at any time pledge or assign a security interest in all or any portion of its rights under the Loan Documents elect to any Person other than the CEI Collateral Agent.either: (b) The Loan Parties (i) consent in all respects Cause such Event of Default to the collateral assignment under the CEI Credit Documents and the CEI Second Lien Notes of all of the Lenders’ rightbe cured, title and interest in, to and under the Loan Documents, and will execute all such documentation reasonably requested by the CEI Collateral Agent or the collateral trustee for the CEI Second Lien Notes to evidence such pledge and collateral assignment, or (ii) agree that each CEI Secured Party is an express Not assume this Agreement; (g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party beneficiary is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s remaining obligations arising under each provision this Agreement and all related agreements as a condition of each Loan Document the sale or transfer. Such sale or transfer may be made only to an entity that meets the extent such CEI Secured Party or the Collateral Agent is referred definition of Permitted Transferee; and (h) Subject to or specified Lender’s cure of any Events of Defaults under this Agreement required to be cured in such provision of such Loan Documentaccordance with Section 14.2(f), (iiii) acknowledge if this Agreement is rejected in Seller’s bankruptcy or otherwise terminated in connection therewith, Lender shall have the right of to elect within forty-five (45) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the CEI Collateral Agent same terms as this Agreement for the remaining term thereof, or (ii) if Lender or its designee(sdesignee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or assignee(s)termination of this Agreement, promptly after Buyer’s written request, Lender must itself, or its designee must, promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof; provided, in the exercise event a designee of Lender, directly or indirectly, takes possession of, or title to, the CEI Collateral Agent’s rights and remedies under the CEI Credit DocumentsFacility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), to make all demands, give all notices, take all actions and exercise all rights of the Secured Parties under the Loan Documents such designee (the “Assigned Interests”) and (iv) acknowledge that if the CEI Collateral Agent or its designee(s) or assignee(s) has elected to exercise the rights and remedies set forth in the CEI Credit Documents, then the CEI Collateral Agent, its designee(s) or assignee(s) or any other purchaser of the Assigned Interests in it is not a judicial or nonjudicial foreclosure sale (a “Substitute Lender”Permitted Transferee) shall be substituted for the Lender(s) under the Loan Documents. In the event described in clause (iv)approved by Buyer, the Loan Parties shall recognize the Substitute Lender in its capacity as such and shall continue to perform its obligations under the Loan Documents in favor of the Substitute Lender. Each Loan Party agrees not to contest or challenge or support any other Person in contesting or challenging any of such Loan Party’s obligations, acknowledgements and agreements under this paragraph for any reasonbe unreasonably withheld.