Common use of Assignment by Lessor Clause in Contracts

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 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 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 or sale.

Assignment by Lessor. As a material lnducement inducement to Lessor's ’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-financingre‑financing, purchase or re-acquisition re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor's ’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 any interest herein to another Person in order to maintain Lessor's ’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 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 and include Successor Lessor’s express assumption of all Lessor’s obligations 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.

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 rightrights, title and interest in this Lease the Equipment may be assigned, reassigned, transferred or conveyed to any other party by Lessor, in whole or in part to one or more assignees and sub assignees by Lessor and, to the extent of their interest, by any Registered Owner without the necessity of obtaining the consent of Lessee; provided that (i) any assignment, other than an assignment to or by a Registered Owner, shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee, and (ii) Lessee shall retain all such notices as a register of all assignees (other than Registered Owners) and shall make all payments to the assignee or assignees designated. In the event that Lessor's interest in the Equipment is assigned, Lessee agrees to execute all documents within (30) days of written request by Lessor. Documents may include notices of assignment, chattel mortgages, financing statements, etc. that may be reasonably requested by Lessor, or any other Transaction Documentassignee, to protect its interests in this Agreement and the Equipment. (a) Subject to Section 2, the servicing rights with respect obligations of Lessee to pay the Lease Payments due under this Lease and to perform and observe the other covenants and agreements contained herein shall be absolute and unconditional in all events without abatement, diminution, deduction, set off or defense, for any of the foregoingreason, including without limitation, any defects, malfunctions, breakdowns, or participations infirmities in the Equipment or any of accident, condemnation or unforeseen circumstances. This provision shall not limit Lessee's rights or actions against the foregoing; or Lessor as otherwise provided in this Lease Agreement. Lease Agreement #: Customer Name: Lease Activation Date: ▇▇▇▇ 4/1/2017 (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Transfer of 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’s Interest. In the event of any such Lessor’s assignment of this Lease or sale of the Equipment, it shall be deemed and construed without further agreement between the parties or assignment other than a security assignment, Lessee shall attorn to such their successors-in-interest that the purchaser or assignee (so long as Lessor of the Leased Property or any portion thereof has assumed and such purchaser or assignee notify Lessee in writing of such transfer agreed to carry out any and such purchaser or assignee expressly assumes in writing the all covenants and obligations of Lessor 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 or sale.

Assignment by Lessor. As a material lnducement inducement to Lessor's ’s willingness to enter into the transactions contemplated by this Lease (the "“Transaction"”) and the other Transaction Documents, Lessee ▇▇▇▇▇▇ 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 ’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 ’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 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 or sale. In the event that from time to time Lessor desires to partially assign its 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 Lessee will mutually agree upon the Base Annual Rental allocated to 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 delivery 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”) 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 assignment and a commercially reasonable subordination, non-disturbance and attornment agreement that may be requested by ▇▇▇▇▇▇’s assignee’s lenders. In addition, ▇▇▇▇▇▇ agrees to cooperate reasonably with Lessor in connection with any such sale or assignment. From and after the effective date of any such New 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 acknowledges that any New Lease Agreement can be a “master lease” agreement covering multiple Properties.

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 ’s right, title and interest in this Lease or and to Rental Payments and any other Transaction Documentamounts payable by Lessee under any and all of the Leases, its interest in the servicing rights 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 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 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 meaning of the applicable federal securities law; provided further, however, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to any 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 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 Rental Payments payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the foregoing, or participations in any name and address of the foregoing; bank or (b) a Securitization and related transactionstrust company as trustee or paying agent. Without in any way limiting During 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 term of its Affiliates' status as a REIT. In the event of any such sale or assignment other than a security assignmenteach Lease, Lessee shall attorn 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. 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 interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such purchaser 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. Lessor acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or assignee (so long 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, and Lessor and any such purchaser or assignee notify Lessee shall be solely responsible for compliance with all securities and other laws 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 connection with 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 acknowledges that this Agreement and each Lease has not and will not be relieved, from registered under the Securities Act of 1933 or any state securities laws and after the date of such transfer that Lessee has not and will not prepare any offering or conveyance, of liability disclosure materials or documents for the performance of use in connection with any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleunder this Section.

Assignment by Lessor. As a material lnducement Lessor may assign or transfer its rights and interests in the Lease and Property to Lessor's willingness to enter into the transactions contemplated by this Lease (the "Transaction") Assignee either outright or as security for loans. Upon notice of any such assignment and the other Transaction Documentsinstructions from Lessor, Lessee hereby agrees that Lessor may, from time shall pay its Monthly Rental and other payments and perform its other obligations under the Lease 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 Assignee (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 any interest herein to another Person in order to maintain party designated by Lessor's or any of its Affiliates' status as a REITAssignee). In the event of Upon any such sale or assignment other than a security assignment, LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED 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 OR ANY THIRD PARTY. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor or any third party. Lessor's Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor's obligations under the date of Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to promptly execute such or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents confirming requested by Lessor which acknowledge the saleassignment, assignment affirmation of provisions of the Lease which may be required to effect the Underwriting. Lessee authorizes Lessor's assigns to file UCC-1 financing statements, precautionary filings, documents with the FAA to evidence its interest in the Property, registrations with the ▇▇▇▇, and any other filings or other transfer and such other agreements registrations as Lessor may reasonably request, provided that or its assigns deem necessary. Lessor's assigns are authorized to take any measures necessary to protect their interest in the same do not increase the liabilities and obligations Property. Aircraft MLPRRMQ Initials __________ Only one executed counterpart of Lessee hereunder. Lessor any Schedule shall be relieved, from and after 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 date of such transfer or conveyancepossession or control, as applicable, of liability for any counterpart other than the performance of any obligation of Lessor contained hereindocument or record, except for obligations or liabilities accrued prior to such assignment or saleas applicable, marked "Original".

Assignment by Lessor. As a material lnducement 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 PropertiesProperty, 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 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 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 or sale.

Assignment by Lessor. As a material lnducement inducement to Lessor's 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 LesseeLessee 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-re financing, purchase or re-re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor's ’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; 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 any interest herein to another Person in order to maintain Lessor's ’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 LessorL▇▇▇▇▇, Lessee L▇▇▇▇▇ 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 and include Successor L▇▇▇▇▇’s express assumption of all Lessor’s obligations 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.

Assignment by Lessor. As a material lnducement Lessor and any assignee of Lessor, with or without notice 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 or consent of Lessee, engage may sell, assign, transfer or grant a security interest in all or any combination part of Lessor's rights, obligations, title or interest in the followingEquipment, the Lease, any Schedule or enter into agreements 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 indemnity protection described in the Lease). Lessee agrees to sign any acknowledgment and other documents reasonably requested by Lessor or the transferee in connection with any such transfer transaction. Lessee, upon receiving notice of any such transfer transaction, shall comply with the following terms and 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 accordance with requirements writing, the transfer transaction shall not relieve Lessor of any of its obligations to Lessee under the Lease and Lessee agrees that may the transfer transaction shall not be imposed construed as being an assumption of such obligations by applicable securitiesthe transferee. 22. NO ASSIGNMENT, tax or other LawsSUBLEASE OR LIEN BY LESSEE: LESSEE SHALL NOT, DIRECTLY OR INDIRECTLY, (a) the saleMORTGAGE, assignmentASSIGN, grantSELL, conveyanceTRANSFER, transferOR OTHERWISE DISPOSE OF THE LEASE OR ANY INTEREST THEREIN OR THE EQUIPMENT OR ANY PART THEREOF, 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 OR (b) a Securitization and related transactionsSUBLEASE, 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. 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 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 or saleTHE EQUIPMENT OR ANY PART THEREOF.

Assignment by Lessor. As a material lnducement inducement to Lessor's ’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 ’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 any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor's ’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 assignmentassignment 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 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.. Notwithstanding the foregoing, during the period of time that is the lesser of (i) the time period during which the forward commitments described in Section 7.25 of the Purchase and Sale Agreement remain outstanding or (ii) 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 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 delayed. For the avoidance of doubt, Lessee hereby consents to the sale of the Office Condo to a third party, and in such event the Lease shall be divided as provided in section 17.22

Assignment by Lessor. As a material lnducement inducement to Lessor's ▇▇▇▇▇▇’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 ’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 any interest herein to another Person in order to maintain Lessor's ’s or any of its Affiliates' ’ status as a REITREIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. 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 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 or salesale (including, without limitation, Lessor’s obligation to deliver any Reserve currently held by Lessor to such purchaser or assignee).

Assignment by Lessor. As a material lnducement inducement to Lessor's ’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: 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 all, less than all or any portion of the PropertiesProperty, this Lease or any other Transaction Document, Lessor's ’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 any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor's ’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 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 or sale.

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, The Lessor's ’s right, title and interest in this 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 other Transaction Documentportion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the servicing rights with respect to any Lessor without the necessity of obtaining the consent of the foregoingLessee or the Sub-Lessee; provided, however, that no such assignment or participations in any reassignment shall be effective unless and until (a) the Lessee and Sub- Lessee shall have received notice of the foregoing; 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 Securitization 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 related transactionsaddresses of such holders as of any particular time is kept and agrees, upon request of the Lessee, to furnish such information to the Lessee. Without 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 be reasonably requested by the Lessor to protect its interest in the Equipment, in any way limiting Lease and in the foregoingAcquisition Fund. The Sub-Lessee shall not have the right to and shall not assert against any assignee of the Lessor any claim, counterclaim or other right that the Sub-Lessee may have against the Lessor, the Lessee or any Vendor; the parties acknowledge and agree that Lessor, the foregoing does not limit or restrict the Sub-Lessee in its sole discretion, may assign this Lease or any interest herein to another Person in order to maintain Lessor's or the exercise of any of its Affiliates' status rights against the Lessor, Lessee or any Vendor. Assignments in part may include without limitation assignment of all of the Lessor’s security 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 the Lessor’s 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 receive Rental Payments under any Lease without the prior written consent of the Lessee and the Sub-Lessse. If Lessee and Sub-Lessee consent to such sale or distribution of such fractionalized interests or participations, Lessor or its assignee (i) shall 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, on behalf of the Lessee, registration books or a book entry system with respect to the ownership and 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 in accordance with subsection (b) hereof among any such participants as a REITtheir interests may appear; and (ii) shall be solely responsible for the costs and other financial or other liabilities attendant to the establishment, maintenance, and operation of the aforesaid registration books or book entry system. In Lessee and Sub-Lessee shall be given notice of the event establishment of any such sale registration books or assignment other than book entry system and a security assignmentfull 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 attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing be furnished, upon request, with photocopies of such transfer books and such purchaser 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 assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, book entry system contemplated hereunder. (c) The Lessee will execute such documents confirming the sale, assignment has not prepared an Official Statement or other transfer offering materials in connection with the Lease and does not intend to prepare such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereundermaterials. The Lessor shall be relieved, from and after the date not use Certificates of such transfer or conveyance, of liability for the performance of Participation in connection with any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleLease.

Assignment by Lessor. As a material lnducement inducement to Lessor's ’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 PropertiesProperty, this Lease or any other Transaction Document, Lessor's ’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 any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor's ’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 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 salesale provided such purchaser or assignee assumes in writing all such obligations of Lessor hereunder.

Assignment by Lessor. As a material lnducement inducement to Lessor's ’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-financingre‑financing, purchase or re-acquisition of all, less than all or any portion re‑acquisition of the PropertiesProperty, this Lease or any other Transaction Document, Lessor's ’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 any interest herein to another Person in order to maintain Lessor's ’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 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 or sale.

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 rightassign its rights, title and interest in and to any Lease and the Equipment, individually or together, in whole or in part (a “Lessor Transfer”), and/or grant or assign a security interest in any Lease and the Equipment individually or together, in whole or in part; provided that (a) so long as no Event of Default has occurred and is continuing, any Lessor Transfer to a party not a Controlled subsidiary of Stonebriar Commercial Finance LLC or a Controlled subsidiary of ▇▇▇▇▇▇▇▇ Industries, LLC shall require the prior consent of Lessee, such consent not to be unreasonably withheld, conditioned or delayed, and (b) Lessee's rights and obligations under this Agreement, each Schedule, each Lease and with respect to the Equipment shall not be affected by any such Lessor Transfer. Each such assignee shall have all of the rights 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 Transaction Documentperson. Unless an Event of Default shall have occurred and be continuing, the servicing rights with respect regard to any Lessor Transfer to a party not a Controlled subsidiary of Stonebriar Commercial Finance LLC or a Controlled subsidiary of ▇▇▇▇▇▇▇▇ Industries, LLC, Lessor will provide Lessee with five (5) business days' prior written notice of any Lessor Transfer and such notice shall include the name of the foregoingassignee and address to which further payments hereunder should be made. With regard to any Lessor Transfer to a party that is a Controlled subsidiary of Stonebriar Commercial Finance LLC, or participations a Controlled subsidiary of ▇▇▇▇▇▇▇▇ Industries, LLC, Lessor will, if such Lessor Transfer results in any change in payment instructions, provide Lessee with written notice within thirty (30) days of any Lessor Transfer and such notice shall include the name of the foregoing; or (b) a Securitization assignee and related transactionsaddress to which further payments hereunder. Without Upon consummation of any Lessor Transfer in accordance with this Section 18, ▇▇▇▇▇▇ agrees to attorn to and recognize any such assignee as the owner of such assigned ▇▇▇▇▇▇’s interest in any way limiting Lease and ▇▇▇▇▇▇ shall thereafter make such payments, including without limitation such Rent as are indicated in 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 notice 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 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 or saleassignee.

Assignment by Lessor. As a material lnducement inducement to Lessor's ▇▇▇▇▇▇’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 ’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 any interest herein to another Person in order to maintain Lessor's ’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 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 and include Successor ▇▇▇▇▇▇’s express assumption of all Lessor’s obligations 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.

Assignment by Lessor. As a material lnducement inducement to Lessor's ▇▇▇▇▇▇’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 LesseeLessee 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-re financing, purchase or re-re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor's ’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 any interest herein to another Person in order to maintain Lessor's ’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 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 and include Successor ▇▇▇▇▇▇’s express assumption of all Lessor’s obligations 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.

Assignment by Lessor. As a material lnducement inducement to Lessor's ’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-financingre‑financing, purchase or re-acquisition re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor's ’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 any interest herein to another Person in order to maintain Lessor's ’s or any of its Affiliates' ’ status as a REITREIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. 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 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 or salesale (including, without limitation, Lessor’s obligation to deliver any Reserve currently held by Lessor to such purchaser or assignee).

Assignment by Lessor. As a material lnducement inducement to Lessor's ’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-re financing, purchase or re-re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor's ’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 any interest herein to another Person in order to maintain Lessor's ’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 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 and include Successor Lessor’s express assumption of all Lessor’s obligations 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.

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 rightassign its rights, title and interest in this 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 any entity not affiliated with Lessor without obtaining Lessee’s prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed and Lessee shall enjoy its right to quiet enjoyment as set forth in Section 24 below. Each such assignee shall have all of the rights 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 Transaction Documentperson 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 servicing rights with respect 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 any such assignee. No such Lessor assignment will alter the terms and conditions 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 relevant Lease or any interest herein to another Person in order to maintain Lessor's expand, enlarge or modify the obligations of Lessee or any of its Affiliates' status as a REITguarantor. In the event of Notwithstanding any such sale or assignment other than a security assignment, Lessee shall attorn 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 purchaser 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 assignee (other party in connection with any such Lessor assignment so long as such party is informed by 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 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 confidential nature of any obligation of documents or information which Lessor contained herein, except for obligations or liabilities accrued prior has otherwise agreed to keep confidential and agrees to keep such assignment or saleinformation confidential.

Assignment by Lessor. As a material lnducement inducement to Lessor's ’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 ’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 any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor's ’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 assignmentassignment 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 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. Notwithstanding the foregoing, during the period of time that is the lesser of (i) the time period during which the forward commitments described in Section 7.25 of the Purchase and Sale Agreement remain outstanding or (ii) 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 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 delayed.

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 If Lessor may, from time to time and at any time and without the consent of Lessee, engage in all transfers 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 assigns its interest in this Lease lease or any other Transaction Document, in the servicing rights with respect Property to any of the foregoingperson, or participations in Lessor shall thereby be released from 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 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 further obligations of Lessor hereunder arising from and after the date of the assignment hereunder, and Lessee agrees to look solely to such assignment)successor-in-interest of Lessor for performance of such obligations. At If any security given by Lessee to secure the request performance of LessorLessee's obligations hereunder is assigned or transferred by Lessor to any such successor-in-interest, Lessee 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 execute such documents confirming 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 other transfer and such other agreements as Lessor may reasonably requestor by way of foreclosure, provided that deed in lieu of foreclosure or dispossession of Lessor. Lessee agrees to attorn to the same do not increase the liabilities and obligations assignee, transferee, or purchaser of Lessee hereunder. Lessor shall be relieved, Lessor's interest from and after the date of notice to Lessee of any such assignment, transfer or conveyancesale, 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 and such assignee, transferee or purchaser. If any proceedings are instituted for foreclosure, or in the event of liability for the performance exercise of the power of sale under any obligation mortgage made by Lessor covering the 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 recognize such transferee or successor-in-interest as the Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleunder this lease.

Assignment by Lessor. As a material lnducement ‌ 29.1 Lessor shall only transfer, convey, or mortgage its interest in the Leased Property or this Lease, or any portion thereof (subject to Lessorthe Lessee's willingness "Right of First Refusal" provided below) on the following terms. Any such transfer, conveyance, or mortgage shall be subject to enter into the transactions contemplated by this Lease (provided the "Transaction") Lessee agrees to attorney to such transferee or mortgagee), and the other Transaction Documentstransferee or mortgagee shall acknowledge in writing that its interest in the Leased Property is subject to this Lease (including ▇▇▇▇▇▇'s Right of First Refusal provided below) and, Lessee hereby agrees with respect to a purchaser or transferee, that Lessor may, from time to time it assumes all the obligations and at any time and without the consent of Lessee, engage in all or any combination liabilities of the following, or enter into agreements in connection with any Lessor hereunder. At the closing of the following or transfer of its interest in the Leased Property and this Lease in accordance with requirements that may this paragraph, Lessor shall be imposed by applicable securities, tax or other Laws: (a) released from any liability hereunder arising after the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion closing of the Propertiestransfer. 29.2 In consideration of ▇▇▇▇▇▇'s execution of this Lease, Lessor hereby grants to ▇▇▇▇▇▇ for the entire Term of this Lease or any other Transaction Document, Lessor's right, title and interest in this Lease or any other Transaction Document, the servicing rights a right of first refusal ("Right of First Refusal") with respect to any of the foregoingLeased Property, or participations in any of subject to the foregoing; or (b) a Securitization terms 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 any interest herein to another Person in order to maintain Lessor's or any of its Affiliates' status as a REITprovisions set forth below. 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 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 notice shall constitute an offer by Lessor to sell the Leased Property (or applicable portion thereof) to the 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 the Lessor of all of the following within such ninety 29.2.1 A written notice of the 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 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 such subsequent proposed sale or assignment other than 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 security assignmentduly created agency of the Lessor, Lessee shall attorn provided such conveyance, sale or transfer is subject to such purchaser or assignee (so long as Lessor all the terms, conditions and covenants in this Lease, including this Paragraph 29, and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee transferee expressly assumes in writing all terms, conditions and covenants in this Lease applicable to the obligations Lessor hereunder, including, but not limited to, the terms of Lessor hereunder from and after the date Right of such assignment). At the request of LessorFirst Refusal, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements written assumption is recorded in the Public Records of the County.‌‌ 29.5 Simultaneously with the execution of this Lease, a Memorandum of Right of First Refusal in substantially the form attached hereto as Lessor may reasonably requestExhibit "E", provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relievedexecuted by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ and recorded in the public records of ▇▇▇▇▇▇ County, from and after the date Florida. The cost 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 salerecording shall be borne by ▇▇▇▇▇▇.