Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each the Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) ); provided that, if any the Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged assigned pursuant to a duly authorized, executed and delivered, valid and effective charge assignment of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge Assignment of KfW Refund Guarantees”).

Assignment of Contracts. (a) On the Tranche A Initial Borrowing Date, the Borrower Breakaway One shall have duly authorized, executed and delivered a valid and effective second-priority (junior only to the Liens of the secured creditors under the Breakaway One Facility and pari passu with the Liens of the secured creditors under the Other Term Loan Facility) legal assignment by way of security in favor of the Collateral Agent of all of the BorrowerBreakaway One’s present and future interests in and benefits under (x) the Vessel 1 Construction Contract, (y) each the Refund Guarantee Guarantees in respect of Vessel 1 and (z) the any and all Construction Risk Insurance Insurances in respect of Vessel 1 (it being understood that the Borrower Parent and/or Breakaway One will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance Insurances accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Annex 1 to Part 3 of Schedule 2 to the Vessel 1 Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee Guarantees in respect of Vessel 1 and none of the Construction Risk Insurances will have been issued on the Tranche A Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J I-1 hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and the Borrower Breakaway One and customary for transactions of this typetype (as modified, supplemented or amended from time to time, the “Vessel 1 Assignment of Contracts”), along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to by such Exhibit or otherwise agreed by the Borrower Breakaway One and the Facility Agent)) appropriate notices and consents relating thereto, including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) 5.06; provided that, if any the Refund Guarantee issued to the Borrower Breakaway One on the Initial Borrowing Date (under and as defined in the Breakaway One Facility) shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged assigned pursuant to a duly authorized, executed and delivered, valid and effective charge second-priority (junior only to the Liens of any such the secured creditors under the Breakaway One Facility and pari passu with the Liens of the secured creditors under the Other Term Loan Facility) legal assignment of Refund Guarantee in the form of Exhibit Q O-1 hereto or otherwise in a form reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge Vessel 1 Assignment of KfW Refund Guarantees”).; and

Assignment of Contracts. On the Initial Borrowing DateGSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under representation or warranty (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form except as expressly set forth in Part 3 this Agreement), all of Schedule 2 GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Assignment Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of Contracts the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable OpCo LLC Agreement) that were incurred prior to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)Closing.

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits ​ -66- ​ ​ ​ under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each the Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) ); provided that, if any the Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged assigned pursuant to a duly authorized, executed and delivered, valid and effective charge assignment of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with ​ ​ -60- ​ ​ ​ appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge Assignment of KfW Refund Guarantees”).

Assignment of Contracts. On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each the Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those ​ ​ acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) ); provided that, if any the Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged assigned pursuant to a duly authorized, executed and delivered, valid and effective charge assignment of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Joint Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge Assignment of KfW Refund Guarantees”).

Assignment of Contracts. On the Initial Borrowing DateGSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under representation or warranty (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form except as expressly set forth in Part 3 this Agreement), all of Schedule 2 GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Assignment Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of Contracts the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable OpCo LLC Agreement) that were incurred prior to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).Closing. CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83

Assignment of Contracts. On the Initial Borrowing Date, the Borrower (a) The Company and Purchaser shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have included in the underwriters Sale Order an authorization for the Company to assume and assign or otherwise transfer to Purchaser all Assumed Agreements. Without limiting the foregoing, the Company shall use commercially reasonable efforts to ensure that the Sale Order provides that: (i) all right, title, and interest of the Construction Risk Insurance accept Company under each of the applicable Assumed Agreements shall, upon Closing, be transferred and endorse on assigned to and fully and irrevocably vest in Purchaser; (ii) each Assumed Agreement is in full force and effect; (iii) the Company may assume each Assumed Agreement and may assume each Assumed Agreement that is an executory contract or an unexpired lease pursuant to Section 365 of the Bankruptcy Code; (iv) the Company may assign each Assumed Agreement to Purchaser, pursuant to Section 365 of the Bankruptcy Code or otherwise, free and clear of all Encumbrances (other than Permitted Encumbrances) and any provisions in any such insurance policy a loss payable clause substantially Assumed Agreement that purport to prohibit or condition the assignment of such contract or lease constitute unenforceable anti-assignment provisions that are void and of no force or effect; (v) all other requirements and conditions of Section 365 of the Bankruptcy Code for the assumption by the Company and assignment to Purchaser of each Assumed Agreement that is an executory contract or an unexpired lease have been satisfied; (vi) upon Closing, in accordance with Section 365 of the form set forth Bankruptcy Code with respect to Assumed Agreements that are executory contracts or unexpired leases, Purchaser shall be fully and irrevocably vested in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below)all right, title, and it being further understood interest in each Assumed Agreement and that certain following the Closing, each such contract or lease shall remain in full force and effect; (vii) the assignment of each Assumed Agreement to Purchaser is in good faith under Sections 363(b) and 363(m) of the Refund Guarantee Bankruptcy Code; and none (viii) the Company gave due and proper notice of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which such assumption and assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (each counterparty to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)an Assumed Agreement.

Assignment of Contracts. On (a) Seller shall assign to NYFM all of Seller's rights, title and interest in and to the Initial Borrowing contracts set forth on Schedule 1.5(a) attached hereto (the "Assumed Contracts"). (b) Unless otherwise provided in 1.5(d), Seller shall use its best efforts to invoice customers for all work performed on any of the Assumed Contracts prior to the Closing Date. If Seller is unable to invoice customers for any fully-authorized work performed on Assumed Contracts prior to the Closing Date because it has not attained the necessary milestones, or for whatever other reason except default, Seller shall, within sixty (60) days of the Closing Date, invoice NYFM for such amounts. NYFM shall pay Seller with respect to such invoices within fifteen (15) days of receipt of payment from the Borrower payor with respect to such Assumed Contract. Seller shall have duly authorizedthe sole and absolute right to receive all payments related to such work. Except as set forth below, executed NYFM shall have the sole and delivered a valid and effective assignment absolute right to receive all payments related to work performed on or after the Closing Date with respect to Assumed Contracts. Any retainage received by way of security in favor NYFM with respect to the Assumed Contracts shall be divided pro rata based on the respective billing amounts of the Collateral Agent Parties, and NYFM shall remit to Seller its share thereof within fifteen (15) days of NYFM's receipt thereof. At Seller's reasonable request, NYFM shall provide Seller a monthly accounting of its Assumed Contract receipts until all amounts Seller billed to NYFM have been paid in full. Seller shall not bxxx any amounts for adjustments due to billing errors or an increase in direct or indirect rates. (c) NYFM hereby agrees to perform the Assumed Contracts in accordance with the terms and conditions of the Borrower’s present Assumed Contracts and future interests in applicable novations and benefits under subcontracts. (xd) 1. Notwithstanding Section 1.5(b) above the Construction Contract, (y) each Refund Guarantee parties agree that NYFM shall assume any cost overrun risk with regard to Assumed Contract F-41650-95-D-0001 and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 Seller shall assume any cost overrun risk with regard to the Assignment subcontracting (the "DOE Subcontract") of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEXSeller's prime contract DE-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).AR21-

Assignment of Contracts. On The assignment of any Purchased Asset (including of any Assumed Contract, Asset Seller Real Property Lease, Personal Property Lease, or Governmental Permit to be assigned to Asset Purchaser pursuant to the Initial Borrowing Dateprovisions hereof, including any right, claim or benefit thereunder) shall not constitute a Contract to assign the Borrower shall have duly authorized, executed and delivered a valid and effective same to the extent that an attempted assignment by way of security in favor without the Consent of the Collateral Agent Other Party thereto or of any Governmental Entity, as the case may be, would constitute a breach thereof or give rise to any right of acceleration or termination thereunder or would violate any Law or U.S. Business Governmental Permit. Asset Seller shall use its commercially reasonable best efforts, as requested by the Purchaser Parties both before Closing and for a period of one hundred eighty days after Closing to procure Consents to any such assignment or to a novation thereof; provided, however, that Asset Seller's refusal to provide economic incentives to induce Consent to such assignment or novation other than may be required under any such agreement, and its failure to commence litigation to compel Consent to such assignment shall not be deemed to be a failure by Asset Seller to use commercially reasonable best efforts to secure such Consent. Until any such Consent is obtained or if any such Consent is not obtained, Asset Seller shall maintain the existence of such Purchased Asset, shall hold such Purchased Asset in trust for Asset Purchaser and shall cooperate with Asset Purchaser in any reasonable arrangement designed to provide Asset Purchaser all of the Borrower’s present material benefits of any such Purchased Asset, including enforcement of any and future interests all rights of Asset Seller against the other party thereto arising out of breach, cancellation or termination thereof by such party or otherwise upon request of Asset Purchaser. Nothing in and benefits under (x) the Construction Contractthis Section 7.14, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts including any arrangement for Asset Purchaser to have the underwriters be provided with any of the Construction Risk Insurance accept and endorse benefits of such Purchased Asset, shall constitute a waiver of the Purchaser Parties' right to insist on such insurance policy a loss payable clause substantially in the form condition to Closing set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it Section 8.2 being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially satisfied in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”)its entirety at Closing.