Common use of Assignment by Lessor Clause in Contracts

Assignment by Lessor. Lessor may assign or transfer its rights and interests in the Lease and Property to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee but subject to Lessee’s rights under Article XVIII, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party Person (“including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations, or decrease the rights and entitlements, of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. Lessor shall continue reimburse the reasonable third party out-of-pocket costs and expenses incurred by Lessee in connection with this Section 14.01 to be responsible for all the extent that such costs and expenses are in excess of Lessor’s the costs and expenses Lessee may incur in connection with the performance of its obligations under the this Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re‑financing, purchase or re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor shall continue to be responsible for may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all of Lessor’s obligations under hereunder. Lessor shall be relieved, from and after the Lease. Upon any date of such assignmenttransfer or conveyance, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge liability for the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart performance of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” obligation of Lessor contained herein, except for obligations or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party Person (“including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Leaseor sale. Upon any such assignment, Lessee agrees to execute 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requestedTN File No. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”.6457/02-5000 25

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party Person (“including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”sale.

Assignment by Lessor. Lessor may assign or transfer its rights and interests in the Lease and Property As a material inducement to another party (“Lessor’s Assigneewillingness to enter into the transactions contemplated by this Lease (the “Transaction”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessorthe other Transaction Documents, Lessee shall pay its Monthly Rental hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other payments and perform its Laws: the sale, assignment, grant, conveyance, transfer, financing, re‑financing, purchase or re‑acquisition of all, less than all or any portion of the Property, this Lease or any other obligations under the Lease to the Transaction Document, Lessor’s Assignee (right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to another party designated by Lessor’s Assignee)any of the foregoing, or participations in any of the foregoing. Upon In the event of any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”sale.

Assignment by Lessor. Lessor may assign or transfer its rights and interests in the Lease and and/or the Property to another party (“Lessor’s Assignee”) either outright or as security for loansloans (collectively the “Underwriting”). Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to promptly execute or otherwise authenticate and deliver to Lessor: (i) Lessor estoppel certificates, acknowledgments acknowledgements of assignment assignment, records and other documents requested by Lessor which acknowledge the assignment assignment, and affirm affirmation of provisions of the Lease, and (ii) UCC–1 Lease which may be required to effect the Underwriting. Lessee authorizes Lessor’s assigns to file UCC-1 financing statements or precautionary filings as requestedLessor or its assigns deem necessary. Lessor’s assigns are authorized to take any measures necessary to protect their interest in the Property. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created or perfected through the transfer and or possession or control, as applicable, of any counterpart other than the document or record, as applicable, marked “Original”.

Assignment by Lessor. (a) Lessor may assign voluntarily, at any time, upon ten Business Days prior written notice to Lessee, assign, sell or transfer, all, but not less than all of its right, title and interest in, to and under the Aircraft, this Lease and the Lease Supplement, to a single transferee either through assignment of its beneficial interest or through the sale or other transfer of all or substantially all of its rights and interests assets or business, in either case only if the transferee (i) is a "citizen of the United States" as defined in the Lease and Property to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee Transportation Code (or enters into a voting trust agreement , voting powers agreement or other similar arrangement in form and substance reasonably satisfactory to another party designated by Lessor’s AssigneeLessee, it being agreed that the Trust Agreement is acceptable to Lessee). Upon any such sale , (ii) has a net worth of not less than $20,000,000 (or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have provides a guarantee of all of the rights but none of its obligations by an entity meeting such net worth requirement), (iii) assumes the obligations of Lessor under in the assigned Leasetransaction, and after such (iv) is not, without the written consent of Lessee, an airline or an Affiliate thereof. The provision of this Section 13.3(a) shall not apply to any transfer or assignment Lessor if an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing. Lessee agrees that upon any transfer pursuant to this Section 13.3(a), the transferor thereupon shall continue be relieved of all its obligations hereunder and the transferee shall succeed to be responsible for all of Lessor’s 's rights, interests and obligations under this Lease as though the transferee had been the Lessor hereunder. (b) Lessor may encumber the Aircraft or this Lease or assign its interest or any part thereof under this Lease to a lender as security for the purpose of financing its interest in the Aircraft and Lease. Such assignee shall not be required to perform any duty, covenant or condition required to be performed by Lessor under this Lease. (c) Any assignment or encumbrance by Lessor pursuant to this Section 13.3 shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any assignee except upon written notice of such assignment from Lessor. Upon any written notice to Lessee of such assignment, Lessee agrees to execute pay Rent to the assignee in accordance with the instructions specified in such notice, and deliver to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment, and to otherwise comply with all notices, directions and demands which may be given by such assignee in accordance with the provisions of this Lease. Unless an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing, Lessor shall pay all costs and expenses incurred in connection with any such transfer, assignment or encumbrance, including those of Lessee, unless such transfer, assignment or encumbrance is during the continuation of an Event of Default or a Default under Section 14(a)(v). Lessee agrees to cooperate in all reasonable respect in connection with Lessor: (i) estoppel certificates's transfer or assignment of the Aircraft and this Lease or any interest therein, acknowledgments of assignment and agrees to promptly provide such acknowledgments, agreements, consents, estoppels or other documents as reasonably requested by Lessor which acknowledge in connection therewith and agrees to provide any information relating to the assignment financial condition or business or operations of Lessee and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings such other information as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule Lessor may be created through the transfer and possession of any counterpart other than the “Original”reasonably request.

Assignment by Lessor. (a) Lessor may may, at its own expense and without the prior consent of Lessee, sell or transfer the Aircraft and assign or transfer all or any of its rights and interests obligations under this Agreement to another person or entity, in the Lease sole and Property to another party absolute discretion of Lessor; PROVIDED, HOWEVER, that such assignee or transferee (“Lessor’s Assignee”i) either outright shall be a "citizen of the United States" (as that term is defined in Section 40102(a) (15) of Title 49 of the United States Code), (ii) shall not, without the written consent of Lessee, be an airline or as security for loans. Upon notice any other competitor of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated an Affiliate of such airline or competitor), and (iii) shall have a net worth of not less than $25,000,000 (or provide a guaranty of all of its obligations hereunder by Lessor’s Assigneean entity meeting such net worth requirement). Upon (i) such an assignment becoming effective and (ii) the assignee assuming all of Lessor's obligations under this Agreement, Lessor shall be released of any further obligations hereunder. (b) After notice from Lessor of any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all transfer of the rights but none Aircraft or any assignment or transfer of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all or any of Lessor’s 's rights and obligations under the Lease. Upon any such assignmentthis Agreement, upon request from Lessor and at Lessor's expense, Lessee agrees shall, as soon as practicable, execute any agreements or other instruments that may be necessary or reasonably requested by Lessor in order to execute allow, give effect to, or perfect any assignment or transfer of Lessor's rights and deliver obligations under this Agreement (including, without limitation, certificates confirming (to Lessor: the extent that such matters are accurate) (i) estoppel certificatesthe continuing truth and accuracy of Lessee's representations as set forth herein, acknowledgments (ii) that no Event of assignment Default has occurred and other documents requested by Lessor which acknowledge is continuing, (iii) that no Total Loss has occurred, (iv) that this Agreement is in full force and effect, (v) that the assignment insurance as required pursuant to this Agreement remains in full force and affirm provisions effect with the assignee named as loss payee as required pursuant to Section 11 hereof and added as an Additional Insured as of the Leaseassignment, and (iivi) UCC–1 financing statements such other matters as reasonably requested by Lessor). (c) In any instance where a transfer or precautionary filings as requested. Only assignment effected by Lessor is to more than one executed counterpart person, such transferees or assignees shall select an agent who shall act on behalf of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” all such transferees or “Counterpart”. No security interest in any Schedule assignees and with whom Lessee may be created through the transfer deal exclusively, and possession of any counterpart other than the “Original”notify Lessee thereof.

Assignment by Lessor. Lessor may at its own expense assign or transfer all or any part of its rights and interests obligations under this Agreement and any other Operative Document to any other person without the consent of Lessee; provided that, unless consented to by Lessee which consent shall not be unreasonably withheld: (a) such assignment or transfer to a person (other than a Lender) will not result in a material change in the Lease terms of this Agreement or increase Lessee’s obligations hereunder (except to the extent that Lessee’s obligations under Articles 18 and Property to another party 16 may differ from those that would have resulted had no such assignment or transfer occurred); and (“b) such transferee or Affiliate of transferee will not be a competitor of Lessee; and (c) such transferee shall have a combined capital and surplus or net worth of no less than US$10,000,000, or, at Lessor’s Assignee”or such transferee’s option, in lieu of meeting such net worth requirement, shall provide Lessee with a guaranty from an Affiliate or parent company of such transferee, which does meet the previously stated net worth requirement, provided, however, that such transferee net worth or guaranty requirement shall be waived in its entirety so long as such transferee is an Affiliate of Lessor. Lessee shall upon request from Lessor and at the expense of Lessor cooperate in effecting any assignment or transfer referred to in this Section 19.2 and will execute any agreements or other instruments (including, without limitation, any supplement or amendment to this Agreement) either outright that may be required in order to give effect to or as security for loans. Upon notice of perfect any such assignment or transfer and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under if the Lease to transfer involves the Lessor’s Assignee (or to another party designated assumption by Lessor’s Assignee). Upon the transferee of any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any Lessee’s Documents, to release Lessor from the obligations so assumed and will execute such assignment, Lessee agrees to execute certificates and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents provide such legal opinions as shall be reasonably requested by Lessor which acknowledge in connection therewith. Subject to mutual agreement between the assignment parties as to schedule, Lessee will, consistent with its operational requirements, make the Aircraft and affirm provisions the Technical Records available for inspection by any potential transferee or assignee of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”Lessor.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee but subject to Lessee’s rights under Article XVIII, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re‑financing, purchase or re‑acquisition of the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party Person (“including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment including obligations pertaining to reserve funds). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall continue be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to be responsible for all such assignment or sale. Notwithstanding the foregoing, during the period of Lessor’s obligations under time that is the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: lesser of (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor the time period during which acknowledge the assignment and affirm provisions forward commitments described in Section 7.25 of the Lease, Purchase and Sale Agreement remain outstanding or (ii) UCC–1 two (2) years from the Effective Date, Lessor shall not sell, assign, convey or transfer its right under this Lease (except the two condo properties) or procure financing statements from a third party that is not an Affiliate of Lessor which involves a Securitization (hereinafter defined) without Lessee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or precautionary filings as requesteddelayed. Only one executed counterpart For the avoidance of any Schedule doubt, Lessee hereby consents to the sale of the Office Condo to a third party, and in such event the Lease shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest divided as provided in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”.section 17.22

Assignment by Lessor. As a material inducement to Lessor's willingness to enter into the transactions contemplated by this Lease (the "Transaction") and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of the Property, this Lease or any other Transaction Document, Lessor's right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright 's or any of its Affiliates' status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re‑financing, purchase or re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder or adversely impact the rights of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of or sale (including, without limitation, Lessor’s obligations under the Lease. Upon obligation to deliver any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested Reserve currently held by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements to such purchaser or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”assignee).

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party Person (“including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder or limit the Lessee’s rights hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale provided such purchaser or assignee assumes in writing all such obligations of Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”hereunder.

Assignment by Lessor. Lessor may unqualifiedly assign this Lease or transfer any Equipment, in whole or in part, including granting or assigning any encumbrance or other interest in this Lease or any Equipment, without notice to or consent of Lessee, to any person (‘Assignee’). No assignment will relieve Lessor of its rights Lease obligations. Lessee and interests in the Lease and Property to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of ▇▇▇▇▇▇ acknowledge that any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessorwill not materially change ▇▇▇▇▇▇’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the this Lease. Upon any such If Lessor notifies Lessee of an assignment, Lessee agrees to execute and deliver to Lessorwill: (ia) estoppel certificatesunless otherwise directed, absolutely and unconditionally pay all amounts due under this Lease to Assignee without abatement, reduction, offset, recoupment, compensation, crossclaim, counterclaim, or any other defense whatsoever; (b) not permit this Lease to be amended or any of its terms waived without the written consent of Assignee; (c) not require Assignee to perform any obligations of Lessor other than the warranty of quiet enjoyment provided for in Section 23 and any other obligations expressly assumed by the Assignee in writing; and (d) execute such acknowledgments of assignment and other documents as may be reasonably requested by Lessor which acknowledge ▇▇▇▇▇▇. Assignee will be entitled to all of ▇▇▇▇▇▇’s rights, powers, and privileges under this Lease to the assignment and affirm provisions extent of the assignment, including the right to make further assignments. Assignee will not be liable for Lessor’s negligence or willful misconduct or breach of Lease, nor will any action or inaction by Lessor affect the obligations of Lessee to Assignee under this Lease. Lessor may provide copies of this Lease or related documents or information concerning Lessee and (ii) UCC–1 financing statements its obligations thereunder to any Assignee, prospective Assignee, affiliate, or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”person.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re financing, purchase or re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor shall continue to be responsible for may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all of Lessor’s obligations under hereunder. Lessor shall be relieved, from and after the Lease. Upon any date of such assignmenttransfer or conveyance, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge liability for the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart performance of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” obligation of Lessor contained herein, except for obligations or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”liabilities accrued prior to such assignment or sale.

Assignment by Lessor. (a) Lessor or Owner may sell, assign or transfer its all or any of their respective rights under this Agreement and interests in the Lease Aircraft (a "Transfer") subject to compliance with the following conditions: (i) the proposed purchaser, assignee or transferee (the "Transferee") shall confirm, in favor of Lessee and Property Guarantor, in writing its undertaking to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under this Agreement and other Transaction Documents (including without limitation, all obligations in respect of any Security Deposit, proceeds of insurance and/or Supplemental Rent), to the assigned Leaseextent the same arise on or after the effective date of Transfer and confirm Lessor's covenant of quiet enjoyment which confirmations shall be reasonably satisfactory to Lessee, whereupon Lessor or Owner, as the case may be, will be released from its obligations under this Agreement and after the Participation Agreement; (ii) the Transfer will not increase Lessee's and Guarantor's indemnity or other obligations (including with respect to withholding taxes) under this Agreement or the Guaranty, as applicable or diminish Lessee's rights under this Agreement (to be determined in each case at the time of such assignment Transfer by applying all applicable laws as are in effect on the effective date of the Transfer or which have been enacted on or prior to such effective date but scheduled to come into effect thereafter); and (iii) unless an Event of Default has occurred and is continuing, Lessor shall continue to be responsible for all and pay (on or promptly after the time of Lessor’s obligations under 105 such Transfer) Lessee's and Guarantor's legal and other costs incurred in respect of such Transfer; (iv) the Lease. Upon Transferee shall not be in bankruptcy or similar proceedings at the time of the transfer; (v) no Transferee shall be an air carrier or Affiliate (other than a financial institution or credit company) of an air carrier in competition with Lessee and operating similar aircraft; and (vi) the Transferee shall confirm in writing its agreement to keep the trust structure, or another tax structure not materially adversely affecting the tax position of this Lessee, in place. (b) Notwithstanding any such assignmentTransfer, Lessee agrees Lessor, Owner and Beneficiary will remain entitled to execute the benefit of each indemnity under this Agreement to the extent that any claim thereunder relates to any period prior to the effective date of such Transfer, and deliver shall remain entitled to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions benefit of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart liability insurances effected pursuant to this Agreement for a period of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through two years following the transfer and possession effective date of any counterpart other than the “Original”such Transfer.

Assignment by Lessor. Lessor and any assignee of Lessor, with or without notice to or consent of Lessee, may assign sell, assign, transfer or transfer its rights and interests grant a security interest in all or any part of Lessor's rights, obligations, title or interest in the Equipment, the Lease, any Schedule or the amounts payable under the Lease or any Schedule to any entity ( "transferee"). The transferee shall succeed to all of Lessor's rights in respect to the Lease (including; without limitation, all rights to insurance and Property indemnity protection described in the Lease). Lessee agrees to another party (“Lessor’s Assignee”) either outright sign any acknowledgment and other documents reasonably requested by Lessor or as security for loansthe transferee in connection with any such transfer transaction. Upon Lessee, upon receiving notice of any such assignment transfer transaction, shall comply with the terms and instructions from conditions thereof. Lessee agrees that it shall not assert against any transferee any claim, defense, setoff, deduction or counterclaim which Lessee may now or hereafter be entitled to assert against Lessor. Unless otherwise agreed in writing, the transfer transaction shall not relieve Lessor of any of its obligations to Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through that the transfer and possession transaction shall not be construed as being an assumption of any counterpart other than such obligations by the “Original”transferee. 22. NO ASSIGNMENT, SUBLEASE OR LIEN BY LESSEE: LESSEE SHALL NOT, DIRECTLY OR INDIRECTLY, (a) MORTGAGE, ASSIGN, SELL, TRANSFER, OR OTHERWISE DISPOSE OF THE LEASE OR ANY INTEREST THEREIN OR THE EQUIPMENT OR ANY PART THEREOF, OR (b) SUBLEASE, RENT, LEND OR TRANSFER POSSESSION OR USE OF THE EQUIPMENT OR ANY PART THEREFOR TO ANY PARTY, OR (c) CREATE, INCUR, GRANT, ASSUME OR ALLOW TO EXIST ANY LIEN ON THE LEASE, ANY SCHEDULE. THE EQUIPMENT OR ANY PART THEREOF.

Assignment by Lessor. Security for Lessor's Obligations to ---------------------------------------------------------- Indenture Trustee. (a) EXCEPT AS SET FORTH IN SECTION 14.1(B) OR IN THE THIRD- ----------------- TO-LAST SENTENCE OF SECTION 19.8, OR UNLESS THE LESSEE AND THE LOAN PARTICIPANT SHALL HAVE GIVEN THEIR PRIOR WRITTEN CONSENT, THE LESSOR MAY NOT ASSIGN, TRANSFER OR ENCUMBER THIS LEASE OR ALL OR ANY PART OF ITS INTERESTS AND RIGHTS HEREUNDER EXCEPT IN CONNECTION WITH THE EXERCISE OF REMEDIES BY THE LESSOR PURSUANT TO SECTION 16.1 FOLLOWING A DECLARATION BY THE LESSOR PURSUANT TO SUCH SECTION THAT THIS LEASE IS IN DEFAULT. (b) In order to secure the indebtedness evidenced by the Secured Notes and certain other obligations as provided in the Indenture, the Indenture provides, among other things, for the assignment by the Lessor may assign or transfer to the Indenture Trustee of its rights right, title and interest in, to and under this Lease to the extent set forth in the Indenture, and for the creation of liens on and security interests in the Lease and Property Facility in favor of the Indenture Trustee. The Lessee hereby consents to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from to the creation of such liens and security interests pursuant to the terms and provisions of the Indenture and to any assignment or other transfer of the Lessor's right, title and interest in, to and under this Lease, which may occur pursuant to the exercise of any remedy set forth in the Indenture. The Lessee (i) acknowledges that such assignment, liens - and security interests provide for the exercise by the Indenture Trustee of all rights of the Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other discretionary action hereunder, but only in accordance with the Indenture; (ii) -- acknowledges receipt of an executed counterpart of the Indenture as in effect on the date hereof and (iii) agrees that, to the extent provided in the --- Indenture, the Indenture Trustee shall have all the rights of the Lessor hereunder and, in exercising any right or performing any obligation of the Lessor hereunder, shall be subject to the terms hereof, including, without limitation, Section 9.1 hereof. The Lessee shall pay its Monthly Rental and will furnish to the Indenture Trustee counterparts of all notices, certificates, opinions or other payments and perform its other obligations under documents of any kind required to be delivered hereunder by the Lease Lessee to the Lessor’s Assignee (. Notwithstanding any other provision herein, so long as any Secured Notes remain Outstanding, the Lessor hereby directs, and the Lessee agrees that all payments of Basic Rent and all other Rent payable hereunder to the Lessor, other than Excepted Payments and amounts payable under Section 2.4, shall be paid directly to the Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all other account in the United States of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings America as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through specified in writing by the transfer and possession of any counterpart other than Indenture Trustee to the “Original”Lessee at least five (5) Business Days prior to the due date thereof.

Assignment by Lessor. Lessor may assign or transfer its rights and interests in the Lease and Property to another party (“a) The Lessor’s Assignee”) either outright or as security for loans. Upon notice right, title and interest in and to Rental Payments and any other amounts payable by the Sub-Lessee under any and all of any such assignment the Leases and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee security interest in the Equipment subject to each such Lease and in the Acquisition Fund or any portion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Lessor without the (b) Lessor or its assignees may not sell or distribute, in fractionalized interests or participations, its interest in its rights to another party designated by Lessor’s Assignee)receive Rental Payments under any Lease without the prior written consent of the Lessee and the Sub-Lessse. Upon any If Lessee and Sub-Lessee consent to such sale or assignmentdistribution of such fractionalized interests or participations, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: or its assignee (i) estoppel certificatesshall limit the number of holders of such interests or participations to thirty-five (35) or fewer "sophisticated investors"; (ii) shall issue any such interest or participation in the amount of $100,000 or more; (iii) shall maintain, acknowledgments on behalf of assignment the Lessee, registration books or a book entry system with respect to the ownership and other documents requested transfer of such participations or interests that complies with the requirements of Section 149( a) of the Code; (iv) shall not establish any such participations or interests in a manner that would cause interest payments on this Lease received by owners of such participations or interests to be includable in gross income for federal income tax purposes; and (v) shall provide the Lessee and Sub-Lessee with a copy of all offering materials thirty (30) days prior to the time any such interests or participations are offered for sale or distribution. Lessor (i) shall be solely responsible for the allocation of Rental Payments received by Lessor which acknowledge the assignment and affirm provisions of the Lease, in accordance with subsection (b) hereof among any such participants as their interests may appear; and (ii) UCC–1 financing statements shall be solely responsible for the costs and other financial or precautionary filings as requestedother liabilities attendant to the establishment, maintenance, and operation of the aforesaid registration books or book entry system. Only one executed counterpart Lessee and Sub-Lessee shall be given notice of the establishment of any Schedule such registration books or book entry system and a full written explanation of how such books or system works, including the right to inspect the same during normal business hours, or, if Lessor is not conveniently located for such inspection, Lessee and Sub-Lessee shall be marked “Original”; furnished, upon request, with photocopies of such books and records and/or book entry system. The foregoing to the contrary notwithstanding, Lessee, with the consent of the Sub-Lessee may, at its option and expense, appoint another agent to establish, maintain, and operate the registration books or book entry system contemplated hereunder. (c) The Lessee has not prepared an Official Statement or other offering materials in connection with the Lease and does not intend to prepare such materials. The Lessor shall not use Certificates of Participation in connection with any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”Lease. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”.DRAFT

Assignment by Lessor. (a) Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of ▇▇▇▇▇▇; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor may assign reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Agreement (or transfer any interest therein) for its own account with no present intention to resell or distribute the Agreement (or interest therein), subject to each investor’s right at any time to dispose of the Agreement or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of Lessor’s rights and interests under the Agreement or the creation of any interest in the Lease Agreement in an aggregate Principal Component that is less than $100,000 and Property (iii) to another party a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to applicable State law. Lessee agrees that (“Lessor’s Assignee”i) either outright Lessor may assign, sell, transfer or as security for loans. Upon notice encumber all or any part of the Agreement, the Energy Conservation Equipment, the Rental Payments and the Acquisition Fund Agreement and (ii) in the event of any such assignment of Rental Payments under this Agreement and instructions from Lessorwritten notice thereof to Lessee, Lessee shall to unconditionally pay its Monthly directly to any such assignee all Rental Payments and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (sums due or to another party designated by Lessorbecome due under this Agreement so assigned. ▇▇▇▇▇▇ acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s Assignee)obligations to perform in accordance with the terms of this Agreement in accordance with its terms as originally executed. Upon any such sale or assignmentTHE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE COUNTERCLAIM OR SETOFF WHICH LESSEE MAY HAVE AGAINST ▇▇▇▇▇▇; PROVIDED, THAT LESSEE SHALL NOT BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT PRECLUDED FROM ASSERTING AGAINST LESSOR’S ANY ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT CLAIM IT MAY HAVE AGAINST LESSOR. LessorAS A RESULT OF Assignee’s Assignee shall have all breach of the rights but none any of the obligations of Lessor under this Agreement OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the assigned Leaseforegoing, any such assignment (A) shall be subject to ▇▇▇▇▇▇’s right to possess and use the Energy Conservation Equipment so long as Lessee is not in default hereunder, and after such assignment Lessor (B) shall continue to be responsible for all not release any of Lessor’s obligations under this Agreement, unless Lessee otherwise agrees in writing, or any claim which ▇▇▇▇▇▇ has against Lessor. Lessor acknowledges that the LeaseAgreement has not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and that ▇▇▇▇▇▇ has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Upon Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and ▇▇▇▇▇▇ and any such assignee shall be solely responsible for compliance with all securities and other laws in connection with such assignment. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor, provided that any such claim, counterclaim or other right shall survive such assignment. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all rights in, to and under this Agreement and the Acquisition Fund Agreement related to such Equipment and the Acquisition Fund and Delivery Costs Fund, respectively. (c) If Lessor notifies Lessee of its intent to assign this Agreement, ▇▇▇▇▇▇ agrees to that it shall execute and deliver to Lessor: Lessor a Notice and Acknowledgement of Assignment substantially in the form of Attachment E attached hereto within ten (i10) estoppel certificates, acknowledgments Business Days after its receipt of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”such request.

Assignment by Lessor. As a material inducement to ▇▇▇▇▇▇’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that ▇▇▇▇▇▇, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, ▇▇▇▇▇▇ will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder or adversely impact the rights of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of or sale (including, without limitation, Lessor’s obligations under the Lease. Upon obligation to deliver any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested Reserve currently held by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements to such purchaser or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”assignee).

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”sale.

Assignment by Lessor. (a) The Lessor’s right, title and interest in and to Rental Payments and any other amounts payable by the Sub-Lessee under any and all of the Leases and the Lessor’s security interest in the Equipment subject to each such Lease and in the Acquisition Fund or any portion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Lessor without the necessity of obtaining the consent of the Lessee or the Sub-Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (a) the Lessee and Sub- Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (b) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in such a Lease, such bank or trust company agrees to maintain, or cause to be maintained, a book- entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of the Lessee, to furnish such information to the Lessee. During the term of each Lease, the Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. The Lessee and the Sub-Lessee agree to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may assign be reasonably requested by the Lessor to protect its interest in the Equipment, in any Lease and in the Acquisition Fund. The Sub-Lessee shall not have the right to and shall not assert against any assignee of the Lessor any claim, counterclaim or transfer other right that the Sub-Lessee may have against the Lessor, the Lessee or any Vendor; the parties acknowledge and agree that the foregoing does not limit or restrict the Sub-Lessee in the exercise of any of its rights and interests in against the Lease and Property to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental or any Vendor. Assignments in part may include without limitation assignment of all of the Lessor’s security interest in and other payments to the Equipment listed in a particular Lease and perform its other obligations all rights in, to and under the Lease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment of less than all of the Lessor’s Assignee interests in all of the Equipment listed in a single Lease. (b) Lessor or its assignees may not sell or distribute, in fractionalized interests or participations, its interest in its rights to another party designated by Lessor’s Assignee)receive Rental Payments under any Lease without the prior written consent of the Lessee and the Sub-Lessse. Upon any If Lessee and Sub-Lessee consent to such sale or assignmentdistribution of such fractionalized interests or participations, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: or its assignee (i) estoppel certificatesshall limit the number of holders of such interests or participations to thirty-five (35) or fewer "sophisticated investors"; (ii) shall issue any such interest or participation in the amount of DRAFT $100,000 or more; (iii) shall maintain, acknowledgments on behalf of assignment the Lessee, registration books or a book entry system with respect to the ownership and other documents requested transfer of such participations or interests that complies with the requirements of Section 149( a) of the Code; (iv) shall not establish any such participations or interests in a manner that would cause interest payments on this Lease received by owners of such participations or interests to be includable in gross income for federal income tax purposes; and (v) shall provide the Lessee and Sub-Lessee with a copy of all offering materials thirty (30) days prior to the time any such interests or participations are offered for sale or distribution. Lessor (i) shall be solely responsible for the allocation of Rental Payments received by Lessor which acknowledge the assignment and affirm provisions of the Lease, in accordance with subsection (b) hereof among any such participants as their interests may appear; and (ii) UCC–1 financing statements shall be solely responsible for the costs and other financial or precautionary filings as requestedother liabilities attendant to the establishment, maintenance, and operation of the aforesaid registration books or book entry system. Only one executed counterpart Lessee and Sub-Lessee shall be given notice of the establishment of any Schedule such registration books or book entry system and a full written explanation of how such books or system works, including the right to inspect the same during normal business hours, or, if Lessor is not conveniently located for such inspection, Lessee and Sub-Lessee shall be marked “Original”; furnished, upon request, with photocopies of such books and records and/or book entry system. The foregoing to the contrary notwithstanding, Lessee, with the consent of the Sub-Lessee may, at its option and expense, appoint another agent to establish, maintain, and operate the registration books or book entry system contemplated hereunder. (c) The Lessee has not prepared an Official Statement or other offering materials in connection with the Lease and does not intend to prepare such materials. The Lessor shall not use Certificates of Participation in connection with any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”Lease.

Assignment by Lessor. Lessor may in whole or in part assign or transfer its rights and interests in the this Lease and Property any Equipment, in any manner, including by granting or assigning any encumbrance or other interest in this Lease or any Equipment, without notice to another party Lessee, to any person (“Assignee”). No such assignment will relieve Lessor of its obligations under this Lease or otherwise be deemed to materially change Lessee’s or Lessor’s Assignee”respective obligations, burdens, or risks under this Lease. As more particularly provided in Section 5 above, ▇▇▇▇▇▇’s obligation to pay Rental Payments and other amounts under this Lease to Assignee will continue to be (except to the limited extent provided in Section 23 below) either outright independent, absolute, and unconditional and not subject to demand, abatement, reduction, offset, recoupment, notice, cross-claim, counterclaim, or as security for loans. Upon notice of any such assignment other defense whatsoever, and instructions from ▇▇▇▇▇▇ specifically agrees not to assert against any Assignee any claim or defense Lessee may have against Lessor, Seller, or any other person, and no Assignee will be liable for ▇▇▇▇▇▇’s negligence, willful misconduct, or breach in performing this Lease or its actions or inactions under this Lease. Lessee shall pay its Monthly Rental will not require Assignee to perform any obligations of Lessor other than the warranty of quiet enjoyment provided in Section 23 below and other payments and perform its any other obligations expressly assumed by the Assignee in writing. If ▇▇▇▇▇▇ is notified of an assignment, ▇▇▇▇▇▇ will not permit this Lease to be amended or any of its terms waived without Assignee’s prior written consent, and ▇▇▇▇▇▇ will execute such acknowledgments of assignment as may be reasonably requested. Any Assignee will be entitled to all of ▇▇▇▇▇▇’s rights, powers, and privileges under the this Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or extent of the assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIMincluding the right to make further assignments. Lessor may provide copies of this Lease or related documents or information concerning Lessee and its obligations to any Assignee, DEFENSEprospective Assignee, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Leaseaffiliate, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and or other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”person.

Assignment by Lessor. Lessee and Lessor may hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered to the Agent the Loan Agreement, which is intended to assign as collateral security and ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Agent in, to and under (among other things) the Equipment, this Lease and the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Loan Agreement. Lessor agrees that it shall not otherwise assign or transfer convey its rights right, title and interests interest in and to the Equipment, this Lease and Property the Rent payable hereunder (excluding the Excepted Property) or any other part of the Collateral, except (a) as expressly permitted by and subject to another party the provisions of the Participation Agreement, the Trust Agreement and the Loan Agreement or (“Lessor’s Assignee”b) either outright or as security for loansfollowing the discharge of the Lien of the Loan Agreement in accordance with its terms. Upon notice of any Lessee hereby consents to such assignment and instructions from to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Loan Agreement provides for the exercise by the Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excepted Property, the Equipment and as otherwise provided in the Loan Agreement), (y) acknowledges receipt of an executed counterpart of the Loan Agreement as in effect on the date hereof and consents to all of the provisions thereof and (z) agrees that, to the extent provided in the Loan Agreement, the Agent shall have all the rights of Lessor hereunder (excluding such rights relating to any Excepted Property, the Equipment and as otherwise provided in the Loan Agreement) as if the Agent had originally been named as Lessor herein, to the extent provided in the Loan Agreement. Notwithstanding any provision of this Lease or any other Operative Agreement but without prejudice to Lessor's and the Holders' rights expressly provided for in the Loan Agreement, so long as Lessor's interest in the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) is subject to the Lien of the Loan Agreement, Lessee shall pay its Monthly Rental and make all payments of Rent (excluding Segregated Excepted Property but including all other payments and perform its other obligations under the Lease Excepted Property) to the Lessor’s Assignee (or Agent to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all account as the Agent may specify to Lessee from time to time for distribution in accordance with the terms of the rights but none of the obligations of Lessor under the assigned LeaseOperative Agreements, and after the obligation of Lessee to make all such assignment Lessor payments shall continue not be subject to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignmentdefense, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificatescounterclaim, acknowledgments of assignment and setoff or other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements right or precautionary filings as requested. Only one executed counterpart claim of any Schedule shall kind which Lessee may be marked “Original”; able to assert against Lessor, any other executed counterparts shall be marked “Duplicate Original” Holder, the Lenders, the Bank Lenders or “Counterpart”. No security interest the Agent in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”action regarding this Lease or otherwise.

Assignment by Lessor. Lessee and Lessor may hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered, to the Administrative Agent, the Security Agreement, which is intended to assign as collateral security and grant a Lien in favor of the Administrative Agent in, to and under (a▇▇▇▇ ▇▇▇▇▇ ▇hings) this Lease and the Rent payable hereunder (excluding Excluded Amounts), all as more explicitly set forth in the Security Agreement. Lessor agrees that it shall not otherwise assign or transfer convey its rights right, title and interests interest in the and to this Lease and Property the Rent payable hereunder or any other part of the Collateral, except (a) as expressly permitted by and subject to another party the provisions of the Participation Agreement, the Trust Agreement and the Security Agreement or (“Lessor’s Assignee”b) either outright or as security for loansfollowing the discharge of the Lien of the Security Agreement in accordance with its terms. Upon notice of any Lessee hereby consents to such assignment and instructions from to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Security Agreement provides for the exercise by the Administrative Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excluded Amounts), (y) acknowledges receipt of an executed counterpart of the Security Agreement as in effect on the date hereof and consents to all of the provisions thereof and (z) agrees that, to the extent provided in the Security Agreement, the Administrative Agent shall have all the rights of Lessor hereunder (excluding such rights relating to any Excluded Amounts) as if the Administrative Agent had originally been named as Lessor herein, to the extent provided in the Security Agreement. Notwithstanding any provision of this Lease or any other Operative Document but without prejudice to Lessor's rights expressly provided for in the Security Agreement, so long as Lessor's interest in this Lease and the Rent payable hereunder (excluding the Excluded Amounts) is subject to the Lien of the Security Agreement, Lessee shall pay its Monthly Rental and other make all payments and perform its other obligations under the Lease of Rent (excluding Excluded Amounts) to the Lessor’s Assignee (or Administrative Agent to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all account as the Administrative Agent may specify to the Lessee from time to time for distribution in accordance with the terms of the rights but none of the obligations of Lessor under the assigned LeaseOperative Documents, and after the obligation of Lessee to make all such assignment Lessor payments shall continue not be subject to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignmentdefense, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificatescounterclaim, acknowledgments of assignment and setoff or other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements right or precautionary filings as requested. Only one executed counterpart claim of any Schedule shall kind which Lessee may be marked “Original”; able to assert against Lessor, or any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest Financing Party in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”action regarding this Lease or otherwise.

Assignment by Lessor. (a) Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor may assign reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Agreement (or transfer any interest therein) for its own account with no present intention to resell or distribute the Agreement (or interest therein), subject to each investor’s right at any time to dispose of the Agreement or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of Lessor’s rights and interests under the Agreement or the creation of any interest in the Lease Agreement in an aggregate Principal Component that is less than $100,000 and Property (iii) to another party a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to applicable State law. Lessee agrees that (“Lessor’s Assignee”i) either outright Lessor may assign, sell, transfer or as security for loans. Upon notice encumber all or any part of the Agreement, the Energy Conservation Equipment, the Rental Payments and the Acquisition Fund Agreement and (ii) in the event of any such assignment of Rental Payments under this Agreement and instructions from Lessorwritten notice thereof to Lessee, Lessee shall to unconditionally pay its Monthly directly to any such assignee all Rental Payments and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (sums due or to another party designated by Lessorbecome due under this Agreement so assigned. Lessor acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s Assignee)obligations to perform in accordance with the terms of this Agreement in accordance with its terms as originally executed. Upon any such sale or assignment, LESSEE’S OBLIGATIONS THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET COUNTERCLAIM OR COUNTERCLAIM SETOFF WHICH LESSEE MIGHT MAY HAVE AGAINST LESSOR; PROVIDED, THAT LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF LESSOR UNDER THIS AGREEMENT OCCURRING AFTER ANY SUCH ASSIGNMENT. Lessor’s Assignee shall have all Notwithstanding any of the rights but none of foregoing, any such assignment (A) shall be subject to Lessee’s right to possess and use the obligations of Lessor under the assigned LeaseEnergy Conservation Equipment so long as Lessee is not in default hereunder, and after such assignment Lessor (B) shall continue to be responsible for all not release any of Lessor’s obligations under this Agreement, unless Lessee otherwise agrees in writing, or any claim which Lessee has against Lessor. Lessor acknowledges that the LeaseAgreement has not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and that Lessee has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Upon Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and Lessor and any such assignee shall be solely responsible for compliance with all securities and other laws in connection with such assignment. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor, provided that any such claim, counterclaim or other right shall survive such assignment. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all rights in, to and under this Agreement and the Acquisition Fund Agreement related to such Equipment and the Acquisition Fund and Delivery Costs Fund, respectively. (c) If Lessor notifies Lessee of its intent to assign this Agreement, Lessee agrees to that it shall execute and deliver to Lessor: Lessor a Notice and Acknowledgement of Assignment substantially in the form of Attachment E attached hereto within ten (i10) estoppel certificates, acknowledgments Business Days after its receipt of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”such request.

Assignment by Lessor. If Lessor may assign transfers or assigns its interest in this lease or in the Property to any person, Lessor shall thereby be released from any further obligations arising from and after the date of the assignment hereunder, and Lessee agrees to look solely to such successor-in-interest of Lessor for performance of such obligations. If any security given by Lessee to secure the performance of Lessee's obligations hereunder is assigned or transferred by Lessor to any such successor-in-interest, then Lessor shall thereby be discharged of any further obligation relating thereto. For the purposes of this Section, any holder of a mortgage that affects the premises or the Property at any time will be a successor-in-interest to Lessor as to the premises and the Property when it succeeds to the interest of the Lessor or any successor-in-interest, whether by voluntary sale, assignment or transfer its rights and interests or by way of foreclosure, deed in the Lease and Property lieu of foreclosure or dispossession of Lessor. Lessee agrees to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease attorn to the assignee, transferee, or purchaser of Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, 's interest from and after such assignment Lessor shall continue the date of notice to be responsible for all Lessee of Lessor’s obligations under the Lease. Upon any such assignment, transfer or sale, in the same manner and with the same force and effect as though this lease were made, in the first instance, by and between Lessee agrees to execute and deliver to Lessor: (i) estoppel certificatessuch assignee, acknowledgments transferee or purchaser. If any proceedings are instituted for foreclosure, or in the event of assignment and other documents requested the exercise of the power of sale under any mortgage made by Lessor which acknowledge covering the assignment premises or the Property, Lessee shall, upon such mortgagee's request, attorn to the transferee or successor-in-interest upon any such foreclosure, deed in lieu of foreclosure, sale or termination and affirm provisions of recognize such transferee or successor-in-interest as the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”Lessor under this lease.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, ▇▇▇▇▇▇ hereby agrees that as set forth further below, Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions, provided that, if no Event of Default has occurred and is continuing at the time of the proposed transaction, Lessor shall not engage in any of the foregoing transactions with any Person identified on Schedule 14.01 (each, a “Restricted Transferee”). Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of ▇▇▇▇▇▇, ▇▇▇▇▇▇ will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. In the event that from time to time Lessor desires to partially assign or transfer its rights and interests interest in the Lease with respect to one or more of the Properties, then (a) within ten (10) Business Days of receipt of Lessor’s request to Lessee thereof, Lessor and Property Lessee will mutually agree upon the Base Annual Rental allocated to another any Properties to be covered by the partial assignment (the “Allocated Base Annual Rental Amount”); (b) Lessor, at its cost and expense, shall prepare a lease agreement (or lease agreements, in Lessor’s discretion) in the form identical to this Lease with respect to any such Properties (each, an “New Lease Agreement”); (c) upon the assignment by Lessor, this Lease shall be amended and restated to exclude any such Properties from the Lease, the Base Annual Rental hereunder shall be reduced by the Allocated Base Annual Rental Amount; and (d) the Base Annual Rental payable under the New Lease Agreement(s) will equal the Allocated Base Annual Rental Amount. In such event, each party (“including ▇▇▇▇▇▇’s assignee), shall execute any such New Lease Agreement within five (5) Business Days after Lessor’s Assigneedelivery thereof. If Lessee fails to deliver such New Lease Agreement within such five (5) Business Day period, then Lessor shall deliver a subsequent written request of such New Lease Agreement (the “New Lease Agreement Second Request”) either outright and Lessee shall be required to deliver such new Lease Agreement within three (3) Business Days after the New Lease Agreement Second Request. Notwithstanding clause (a) above, after the Initial Term and during any Extension Option, Lessor shall determine in its reasonable business discretion, the Allocated Base Annual Rental Amount. In addition, ▇▇▇▇▇▇ shall execute and deliver to Lessor, any other instruments and documents reasonably requested by ▇▇▇▇▇▇ in connection with the sale or as security for loans. Upon notice of any such assignment and instructions from Lessora commercially reasonable subordination, Lessee shall pay its Monthly Rental non-disturbance and other payments and perform its other obligations under the Lease attornment agreement that may be requested by ▇▇▇▇▇▇’s assignee’s lenders. In addition, ▇▇▇▇▇▇ agrees to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon cooperate reasonably with Lessor in connection with any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, From and after such assignment Lessor shall continue to be responsible for all the effective date of Lessor’s obligations under the Lease. Upon any such assignmentNew Lease Agreement, Lessor will be released from any liability thereafter arising with respect to the Properties covered thereby. Without limiting the liability of assignee lessor under this Lease following an assignment by Lessor pursuant to this Section, in no event shall Lessor have any liability under any New Lease Agreement. Without limiting the foregoing, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of acknowledges that any Schedule shall New Lease Agreement can be marked a “Original”; any other executed counterparts shall be marked “Duplicate Originalmaster lease” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”agreement covering multiple Properties.

Assignment by Lessor. Lessor may assign or transfer its rights and interests in the Lease and and/or the Property to another party (“Lessor’s Assignee”) either outright or as security for loansloans (collectively the “Underwriting”). Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to promptly execute or otherwise authenticate and deliver to Lessor: (i) Lessor estoppel certificates, acknowledgments acknowledgements of assignment assignment, records and other documents requested by Lessor which acknowledge the assignment assignment, and affirm affirmation of provisions of the Lease, and (ii) UCC–1 Lease which may be required to effect the Underwriting. Lessee authorizes Lessor’s assigns to file UCC-1 financing statements or precautionary filings or similar filings under the PPSA as requestedLessor or its assigns deem necessary. Lessor’s assigns are authorized to take any measures necessary to protect their interest in the Property. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created or perfected through the transfer and or possession or control, as applicable, of any counterpart other than the document or record, as applicable, marked “Original”.

Assignment by Lessor. As a material inducement to ▇▇▇▇▇▇’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of ▇▇▇▇▇▇, ▇▇▇▇▇▇ will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor shall continue to be responsible for may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor ▇▇▇▇▇▇’s express assumption of all of Lessor’s obligations under hereunder. Lessor shall be relieved, from and after the Lease. Upon any date of such assignmenttransfer or conveyance, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge liability for the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart performance of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” obligation of Lessor contained herein, except for obligations or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”liabilities accrued prior to such assignment or sale.

Assignment by Lessor. Security for Lessor's Obligations to Indenture Trustee. (a) Except as set forth in Section 14.1(b) or (c) or in the last two sentences of Section 19.8, the Lessor may assign not assign, transfer or transfer encumber this Lease or all or any part of its interests and rights hereunder except in connection with the exercise of remedies by the Lessor following a declaration by the Lessor pursuant to Section 16.1 that this Lease is in default. (i) In order to secure the indebtedness evidenced by the Secured Notes and interests certain other obligations as provided in the Lease Indenture, the Indenture provides, among other things, for the assignment by the Lessor to the Indenture Trustee of its right, title and Property interest in, to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the this Lease to the Lessor’s Assignee extent set forth in the Indenture. The Lessee hereby consents to such assignment pursuant to the terms and provisions of the Indenture and to any assignment or other transfer which may occur pursuant to the exercise of any remedy set forth in the Indenture. The Lessee (i) acknowledges that such assignment provides for the exercise by the Indenture Trustee of certain rights of the Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to another party designated by Lessor’s Assignee). Upon take any such sale or assignmentother discretionary action hereunder, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIMbut only in accordance with the Indenture, DEFENSE(ii) acknowledges receipt of an executed counterpart of the Indenture as in effect on the date hereof and (iii) agrees that, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee to the extent provided in the Indenture, the Indenture Trustee shall have all the rights of the rights but none Lessor hereunder and, in exercising any right or performing any obligation of the obligations Lessor hereunder, shall be subject to the terms hereof. The Lessee will furnish to the Indenture Trustee counterparts of all notices, certificates, opinions or other documents of any kind required to be delivered hereunder by the Lessee to the Lessor. Notwithstanding any other provision herein, so long as any Secured Notes remain Outstanding, the Lessor under the assigned Leasehereby directs, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees that, all payments of Basic Rent and all other Rent payable hereunder to execute and deliver the Lessor, other than Excepted Payments, shall be paid directly to Lessor: (i) estoppel certificates, acknowledgments of assignment and the Corporate Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or to such other documents requested account as may be specified in writing by Lessor which acknowledge the assignment and affirm provisions Corporate Indenture Trustee to the Lessee at least 5 Business Days prior to the due date thereof. The right of the LeaseIndenture Trustee to receive payments of Basic Rent shall not be subject to any defense, and (ii) UCC–1 financing statements counterclaim, setoff or precautionary filings as requested. Only one executed counterpart other right or claim of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule kind which the Lessee may be created through able to assert against the transfer and possession of any counterpart other than Lessor or the “Original”Owner Participant in an action brought by either thereof on this Lease or otherwise.

Assignment by Lessor. Lessor may assign or transfer its rights and interests in the Lease and and/or the Property to another party (“"Lessor’s 's Assignee”") either outright or as security for loansloans (collectively the "Underwriting"). Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s 's Assignee (or to another party designated by Lessor’s 's Assignee). Upon any such sale or assignment, LESSEE’S 'S OBLIGATIONS TO LESSOR’S 'S ASSIGNEE UNDER THE ASSIGNED SCHEDULE LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S 'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor’s . Lessor's Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s 's obligations under the Lease. Upon any such assignment, Lessee agrees to promptly execute or otherwise authenticate and deliver to Lessor: (i) Lessor estoppel certificates, acknowledgments acknowledgements of assignment assignment, records and other documents requested by Lessor which acknowledge the assignment and affirm assignment, affirmation of provisions of the Lease, and (ii) UCC–1 Lease which may be required to effect the Underwriting. Lessee authorizes Lessor's assigns to file UCC-1 financing statements or precautionary filings as requestedLessor or its assigns deem necessary. Lessor's assigns are authorized to take any measures necessary to protect their interest in the Property, including placing a lien on titled vehicles. Only one executed counterpart of any Schedule shall be marked “"Original”"; any other executed counterparts shall be marked “"Duplicate Original” " or “"Counterpart”". No security interest in any Schedule may be created or perfected through the transfer and or possession or control, as applicable, of any counterpart other than the “document or record, as applicable, marked "Original”".

Assignment by Lessor. ‌ 29.1 Lessor may assign shall only transfer, convey, or transfer mortgage its rights and interests interest in the Leased Property or this Lease, or any portion thereof (subject to the Lessee's "Right of First Refusal" provided below) on the following terms. Any such transfer, conveyance, or mortgage shall be subject to this Lease (provided the Lessee agrees to attorney to such transferee or mortgagee), and the transferee or mortgagee shall acknowledge in writing that its interest in the Leased Property is subject to another party this Lease (“Lessor’s Assignee”including ▇▇▇▇▇▇'s Right of First Refusal provided below) either outright and, with respect to a purchaser or as security transferee, that it assumes all the obligations and liabilities of the Lessor hereunder. At the closing of the transfer of its interest in the Leased Property and this Lease in accordance with this paragraph, Lessor shall be released from any liability hereunder arising after the closing of the transfer. 29.2 In consideration of ▇▇▇▇▇▇'s execution of this Lease, Lessor hereby grants to ▇▇▇▇▇▇ for loansthe entire Term of this Lease a right of first refusal ("Right of First Refusal") with respect to the Leased Property, subject to the terms and provisions set forth below. Upon In the event Lessor receives an offer to purchase the Leased Property or any portion thereof during the Term of this Lease, which the Lessor intends to accept ("Offer"), Lessor shall provide to Lessee written notice of any receipt of the Offer together with a copy of the Offer within five (5) days of receipt of the Offer by Lessor. The giving of such assignment and instructions from Lessor, Lessee notice shall pay its Monthly Rental and other payments and perform its other obligations under constitute an offer by Lessor to sell the Lease Leased Property (or applicable portion thereof) to the Lessor’s Assignee Lessee at the same purchase price as contained in the Offer and otherwise in accordance with the terms and provisions of the Offer. Not later than ninety (90) days after receipt of such notice, the Lessee may elect to purchase the Leased Property (or applicable portion thereof) at the purchase price in accordance with the terms and provisions of the Offer by delivery to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have the Lessor of all of the rights but none following within such ninety 29.2.1 A written notice of the obligations election of the Lessee to acquire the Leased Property (or applicable portion thereof); and 29.2.2 A check made payable to the trust account of the attorneys for the Lessor, as escrow agent, in the amount of the deposit set forth in the Offer; and the Offer. 29.2.3 A duly executed sales agreement which contains the terms and provisions of 29.3 In the event the Lessee fails to elect to purchase the Leased Property (or applicable portion thereof) within said ninety (90) day period and in accordance with the foregoing, then Lessor shall be free to accept the Offer and the Leased Property (or applicable portion thereof) may be sold and conveyed to the buyer under the assigned Offer free and clear of the Right of First Refusal (subject to the provisions of Paragraph 29.01 above). In the event the sale of the Leased Property pursuant to the Offer does not occur, the Right of First Refusal granted to Lessee pursuant to the provisions of this Paragraph 29 will apply to any subsequent proposed sale or transfer of the Leased Property by the Lessor. In the event the sale of the Leased Property pursuant to the Offer does occur, the Right of First Refusal granted to ▇▇▇▇▇▇ pursuant to the provisions of this Paragraph 29 will apply to any subsequent proposed sale or transfer of the Leased Property by ▇▇▇▇▇▇'s successor in interest. 29.4 Notwithstanding anything to the contrary contained in this Paragraph 29, the Right of First Refusal herein shall not apply to Lessor's conveyance, sale or transfer of the entire Leased Property to a duly created agency of the Lessor, provided such conveyance, sale or transfer is subject to all the terms, conditions and covenants in this Lease, including this Paragraph 29, and after such assignment transferee expressly assumes in writing all terms, conditions and covenants in this Lease applicable to the Lessor shall continue to be responsible for all of Lessor’s obligations under hereunder, including, but not limited to, the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions terms of the Right of First Refusal, and such written assumption is recorded in the Public Records of the County.‌‌ 29.5 Simultaneously with the execution of this Lease, and (ii) UCC–1 financing statements or precautionary filings a Memorandum of Right of First Refusal in substantially the form attached hereto as requested. Only one executed counterpart of any Schedule Exhibit "E", shall be marked “Original”; any other executed counterparts by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ and recorded in the public records of ▇▇▇▇▇▇ County, Florida. The cost of recording shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”borne by ▇▇▇▇▇▇.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re‑financing, purchase or re‑acquisition of the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”sale.

Assignment by Lessor. (a) Lessor may may, at its own expense and without the prior consent of Lessee, assign or transfer all of its rights and interests in the Lease and Property obligations under this Agreement to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon an Affiliate of Lessor upon providing prior written notice of such assignment to Lessee. Any other assignment by Lessor shall be subject to the prior consent of Lessee, which such consent shall not be unreasonably withheld or delayed. Upon (1) any such assignment becoming effective and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under (2) the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for assignee assuming all of Lessor’s obligations under this Agreement, Lessor shall be released of any further obligations hereunder. Any assignment pursuant to this section 12.2(a) shall not affect the Lease. Upon obligations of Lessor Guarantor. (b) After notice from Lessor of any such assignmentsale or transfer of the Aircraft or any assignment or transfer of all or any of Lessor’s rights and obligations under this Agreement, upon request from Lessor and at Lessor’s expense, Lessee agrees to shall, as soon as practicable, execute and deliver to Lessorany Initials: (i) estoppel certificates, acknowledgments of assignment and ABX:__________ DHL:__________ agreements or other documents instruments that may be necessary or reasonably requested by Lessor which acknowledge in order to allow, give effect to, or perfect any assignment or transfer of Lessor’s rights and obligations under this Agreement (including, without limitation, certificates confirming (to the assignment extent that such matters are accurate) (1) the continuing truth and affirm provisions accuracy of Lessee’s representations as set forth herein, (2) the continuing viability of Lessee’s warranties, indemnities, covenants and other obligations set forth herein, (3) that no Event of Default has occurred and is continuing, (4) that no Total Loss has occurred, (5) that the Lease is in full force and effect, (6) that the insurance as required pursuant to this Agreement remains in full force and effect with the assignee named as sole loss payee and added as an additional insured to the existing additional insureds as of the Leaseassignment, and (ii7) UCC–1 financing statements such other matters as reasonably requested by Lessor). (c) In any instance where a transfer or precautionary filings as requested. Only assignment effected by Lessor is to more than one executed counterpart person, such transferees or assignees shall select an agent who shall act on behalf of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” all such transferees or “Counterpart”. No security interest in any Schedule assignees and with whom Lessee may be created through the transfer deal exclusively, and possession of any counterpart other than the “Original”notify Lessee thereof.

Assignment by Lessor. Lessor’s right, title and interest in and to Rental Payments and any other amounts payable by Lessee under any and all of the Leases, its interest in the Equipment subject to each such Lease, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, however, that any such assignment, transfer or conveyance to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to any applicable State law. Nothing in this Section 11.01 shall be construed, however, to prevent Lessor may assign from executing any such assignment, transfer or conveyance that does not involve funding through the use of certificates of participation within the meaning of applicable State law, including any such assignment, transfer its rights and or conveyance as part of a multiple asset pool to a partnership or trust, interests in which are offered and sold in a private placement or limited offering only to investors whom Lessor reasonably believes are qualified institutional buyers or accredited investors within the Lease and Property to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice meaning of the applicable federal securities law; provided further, however, that in any such assignment and instructions from Lessorevent, Lessee shall pay its Monthly not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under a Lease with or to more than one individual or entity. No assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and other payments and perform its other obligations under the Lease address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, trust certificates or partnership interests with respect to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignmentRental Payments payable under a Lease, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee it shall have all thereafter be sufficient that Lessee receives notice of the rights but none name and address of the obligations bank or trust company as trustee or paying agent. During the term of Lessor under the assigned each Lease, and after such assignment Lessor Lessee shall continue keep, or cause to be responsible for kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s obligations interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment of less than all of Lessor’s interests in the Equipment listed in a single Lease. Upon Lessor acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s obligations to perform in accordance with the terms of this Agreement and the related Lease in accordance with their terms as originally executed. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents or participate in any manner in connection with such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment Lessor and any such assignee shall be solely responsible for compliance with all securities and other laws in connection with such assignment. Lessor acknowledges that this Agreement and each Lease has not and will not be registered under the Securities Act of 1933 or any state securities laws and that Lessee has not and will not prepare any offering or disclosure materials or documents requested by Lessor which acknowledge the for use in connection with any assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”under this Section.

Assignment by Lessor. Lessor may assign or transfer its rights and interests in the Lease and Property to another party (“"Lessor’s 's Assignee”") either outright or as security for loansloans (collectively, the "Underwriting"). Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s 's Assignee (or to another party designated by Lessor’s 's Assignee). Lessor's Assignee shall not alter or change any of the terms and conditions of this Lease. Upon any such sale or assignment, LESSEE’S 'S OBLIGATIONS TO LESSOR’S 'S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S 'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s 's Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s 's obligations under the Lease. Upon any such assignment, Lessee agrees to promptly execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and assignment, affirm provisions of the Lease, or which may be required to effect the Underwriting, and (ii) UCC–1 UCC-l financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “"Original”"; any other executed counterparts shall be marked “"Duplicate Original” " or “"Counterpart”". No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “"Original”".

Assignment by Lessor. As a material inducement to L▇▇▇▇▇’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee but in all cases subject to the terms and conditions of this Lease including Exhibit C attached hereto, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re financing, purchase or re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of L▇▇▇▇▇, L▇▇▇▇▇ will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor shall continue to be responsible for may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor L▇▇▇▇▇’s express assumption of all of Lessor’s obligations under hereunder. Lessor shall be relieved, from and after the Lease. Upon any date of such assignmenttransfer or conveyance, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge liability for the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart performance of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” obligation of Lessor contained herein, except for obligations or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”liabilities accrued prior to such assignment or sale.

Assignment by Lessor. Security for Lessor's Obligations to Indenture Trustee. (a) Except as set forth in Section 14.l(b) or (c) or in the last two sentences of Section 19.8, the Lessor may assign not assign, transfer or transfer encumber this Lease or all or any part of its interests and rights hereunder except in connection with the exercise of remedies by the Lessor following a declaration by the Lessor pursuant to Section 16.1 that this Lease is in default. (i) In order to secure the indebtedness evidenced by the Secured Notes and interests certain other obligations as provided in the Lease Indenture, the Indenture provides, among other things, for the assignment by the Lessor to the Indenture Trustee of its right, title and Property interest in, to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the this Lease to the Lessor’s Assignee extent set forth in the Indenture. The Lessee hereby consents to such assignment pursuant to the terms and provisions of the Indenture and to any assignment or other transfer which may occur pursuant to the exercise of any remedy set forth in the Indenture. The Lessee (i) acknowledges that such assignment provides for the exercise by the Indenture Trustee of certain rights of the Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to another party designated by Lessor’s Assignee). Upon take any such sale or assignmentother discretionary action hereunder, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIMbut only in accordance with the Indenture, DEFENSE(ii) acknowledges receipt of an executed counterpart of the Indenture as in effect on the date hereof and (iii) agrees that, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee to the extent provided in the Indenture, the Indenture Trustee shall have all the rights of the rights but none Lessor hereunder and, in exercising any right or performing any obligation of the obligations Lessor hereunder, shall be subject to the terms hereof. The Lessee will furnish to the Indenture Trustee counterparts of all notices, certificates, opinions or other documents of any kind required to be delivered hereunder by the Lessee to the Lessor. Notwithstanding any other provision herein, so long as any Secured Notes remain Outstanding, the Lessor under the assigned Leasehereby directs, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees that, all payments of Basic Rent and all other Rent payable hereunder to execute and deliver the Lessor, other than Excepted Payments, shall be paid directly to Lessor: (i) estoppel certificates, acknowledgments of assignment and the Corporate Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or to such other documents requested account as may be specified in writing by Lessor which acknowledge the assignment and affirm provisions Corporate Indenture Trustee to the Lessee at least 5 Business Days prior to the due date thereof. The right of the LeaseIndenture Trustee to receive payments of Basic Rent shall not be subject to any defense, and (ii) UCC–1 financing statements counterclaim, setoff or precautionary filings as requested. Only one executed counterpart other right or claim of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule kind which the Lessee may be created through able to assert against the transfer and possession of any counterpart other than Lessor or the “Original”Owner Participant in an action brought by either thereof on this Lease or otherwise.

Assignment by Lessor. As a material inducement to ▇▇▇▇▇▇’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee but in all cases subject to the terms and conditions of this Lease including Exhibit C attached hereto, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re financing, purchase or re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of ▇▇▇▇▇▇, ▇▇▇▇▇▇ will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor shall continue to be responsible for may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor ▇▇▇▇▇▇’s express assumption of all of Lessor’s obligations under hereunder. Lessor shall be relieved, from and after the Lease. Upon any date of such assignmenttransfer or conveyance, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge liability for the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart performance of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” obligation of Lessor contained herein, except for obligations or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”liabilities accrued prior to such assignment or sale.

Assignment by Lessor. Lessor may assign or transfer its rights rights, title and interests interest in the and to any Lease and the Property, individually or together, in whole or in part, and/or grant or assign a security interest in any Lease and the Property individually or together, in whole or in part; provided, however, that so long as no Event of Default or event which with the giving of notice, the passage of time, or both, would constitute an Event of Default shall have occurred, Lessor shall not make any assignment to another party (“Lessorany entity not affiliated with Lessor without obtaining Lessee’s Assignee”) either outright prior written consent, which such consent shall not be unreasonably withheld, conditioned or as security for loans. Upon notice of any such assignment delayed and instructions from Lessor, Lessee shall pay enjoy its Monthly Rental and other payments and perform its other obligations under the Lease right to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee)quiet enjoyment as set forth in Section 24 below. Upon any Each such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee assignee shall have all of the rights but none of Lessor under each Lease assigned to it. Lessee shall not assert against any such assignee any claims or defenses by way of abatement, set-off, counterclaim or recoupment that Lessee may have against Lessor or any other person or entity. Upon receipt of written notice of Lessor’s assignment of all or any part of its interest in any Lease, Lessee agrees to attorn to and recognize any such assignee as the owner of such assigned Lessor’s interest in any Lease and Lessee shall thereafter make such payments, including without limitation such Rent as are indicated in the notice of assignment, to such assignee. No such Lessor assignment will alter the terms and conditions of the relevant Lease or expand, enlarge or modify the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the LeaseLessee or any guarantor. Upon Notwithstanding any such assignment, Lessee will continue to deal directly and solely with Stonebriar Commercial Finance LLC as administrative agent for the lessors (whether one or more), including affiliates of Lessor, until such time as Lessee has received written notice that such administrative agent has been replaced and Lessee has had reasonable time to acknowledge such notice. Each of Lessee and any guarantor agrees that Lessor may disclose information regarding Lessee, any guarantor and the transactions to any such assignee, potential assignee, rating agency or other party in connection with any such Lessor assignment so long as such party is informed by Lessor of the confidential nature of any documents or information which Lessor has otherwise agreed to keep confidential and agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”keep such information confidential.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party Person (“including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment including obligations pertaining to reserve funds). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall continue be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to be responsible for all such assignment or sale. Notwithstanding the foregoing, during the period of Lessor’s obligations under time that is the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: lesser of (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor the time period during which acknowledge the assignment and affirm provisions forward commitments described in Section 7.25 of the Lease, Purchase and Sale Agreement remain outstanding or (ii) UCC–1 two (2) years from the Effective Date, Lessor shall not sell, assign, convey or transfer its right under this Lease (except the two condo properties) or procure financing statements from a third party that is not an Affiliate of Lessor which involves a Securitization (hereinafter defined) without Lessee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”delayed.

Assignment by Lessor. Lessee and Lessor may hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered to the Agent the Loan Agreement, which is intended to assign as collateral security and g▇▇▇▇ ▇ ▇▇▇▇ in favor of the Agent in, to and under (among other things) the Equipment, this Lease and the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Loan Agreement. Lessor agrees that it shall not otherwise assign or transfer convey its rights right, title and interests interest in and to the Equipment, this Lease and Property the Rent payable hereunder (excluding the Excepted Property) or any other part of the Collateral, except (a) as expressly permitted by and subject to another party the provisions of the Participation Agreement, the Trust Agreement and the Loan Agreement or (“Lessor’s Assignee”b) either outright or as security for loansfollowing the discharge of the Lien of the Loan Agreement in accordance with its terms. Upon notice of any Lessee hereby consents to such assignment and instructions from to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Loan Agreement provides for the exercise by the Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excepted Property, the Equipment and as otherwise provided in the Loan Agreement), (y) acknowledges receipt of an executed counterpart of the Loan Agreement as in effect on the date hereof and consents to all of the provisions thereof and (z) agrees that, to the extent provided in the Loan Agreement, the Agent shall have all the rights of Lessor hereunder (excluding such rights relating to any Excepted Property, the Equipment and as otherwise provided in the Loan Agreement) as if the Agent had originally been named as Lessor herein, to the extent provided in the Loan Agreement. Notwithstanding any provision of this Lease or any other Operative Agreement but without prejudice to Lessor's and the Holders' rights expressly provided for in the Loan Agreement, so long as Lessor's interest in the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) is subject to the Lien of the Loan Agreement, Lessee shall pay its Monthly Rental and make all payments of Rent (excluding Segregated Excepted Property but including all other payments and perform its other obligations under the Lease Excepted Property) to the Lessor’s Assignee (or Agent to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all account as the Agent may specify to Lessee from time to time for distribution in accordance with the terms of the rights but none of the obligations of Lessor under the assigned LeaseOperative Agreements, and after the obligation of Lessee to make all such assignment Lessor payments shall continue not be subject to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignmentdefense, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificatescounterclaim, acknowledgments of assignment and setoff or other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements right or precautionary filings as requested. Only one executed counterpart claim of any Schedule shall kind which Lessee may be marked “Original”; able to assert against Lessor, any other executed counterparts shall be marked “Duplicate Original” Holder, the Lenders, the Bank Lenders or “Counterpart”. No security interest the Agent in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”action regarding this Lease or otherwise.

Assignment by Lessor. As a material lnducement to Lessor's willingness to enter into the transactions contemplated by this Lease (the "Transaction") and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor's right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright 's or any of its Affiliates' status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, 20 4830-1362-4631.5 STORE/Synalloy Master Lease Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re‑financing, purchase or re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor shall continue to be responsible for may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all of Lessor’s obligations under hereunder. Lessor shall be relieved, from and after the Lease. Upon any date of such assignmenttransfer or conveyance, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge liability for the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart performance of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” obligation of Lessor contained herein, except for obligations or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”), Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws (provided that in each such instance it shall be at not cost or liability to Lessee): (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party Person (“including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”sale.

Assignment by Lessor. Lessor may assign or transfer its rights and interests in the Lease and Property to another party (“"Lessor’s 's Assignee”") either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and 5 perform its other obligations under the Lease to the Lessor’s 's Assignee (or to another party designated by Lessor’s 's Assignee). Upon any such sale or assignment, LESSEE’S 'S OBLIGATIONS TO LESSOR’S 'S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S 'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s 's Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s 's obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 UCC-1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “"Original”"; any other executed counterparts shall be marked “"Duplicate Original” " or “"Counterpart”". No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “"Original”".