Common use of Assignment Clause in Contracts

Assignment. The Subordinate Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. (a) The Subordinate Lender agrees Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) without the consent of the parties hereto. (b) Notwithstanding the foregoing, to the extent either party proposes, or any action is taken by either party that it could be deemed an assignment of this Agreement as defined under the Advisers Act (an “Advisers Act Assignment”), both parties agree to consider such assignment in good faith and to not unreasonably withhold, condition or delay such consent. The parties would anticipate that consent would be granted in the event of a proposed Advisers Act Assignment to a party with expertise in commercial real estate and, together with its Affiliates, over $10 billion of assets under management. Both parties acknowledge that time is of the essence with respect to the consideration of any Advisers Act Assignment and each party shall: (a) respond to the party seeking consent of such assignment within 10 days of notification of an Advisers Act Assignment (the “Notification Period”) by the party seeking consent thereto; and (b) provide such consent or set forth the reasons why such consent shall not sell, transfer, assign or otherwise dispose of any interest in be given. To the Subordinate Indebtedness or extent the Subordinate Security party whose consent is sought with respect to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers Advisers Act Assignment fails to respond to the Senior Lender an assumption agreement directly with party seeking consent for said Advisers Act Assignment within the Senior Lender pursuant Notification Period, the consent of the party failing to which respond shall be deemed to have been granted. The parties understand and agree that the terms of this Section 16(b) are material terms hereof and the Asset Manager would not have entered into this Agreement but for the benefit of such Assignee agrees provisions. (c) Asset Manager may, at no additional cost or expense to be bound by NRE, obtain information and assistance for the account of NRE, without NRE’s consent. Such assistance may include the hiring of one or more entities, including Affiliated Entities, to provide sub-advisory services. A sub-adviser shall have all of the terms rights and conditions hereof including without limitation powers of Asset Manager set forth in this Agreement, and Asset Manager shall be as fully responsible to NRE’s accounts for the acts and omissions of the sub-adviser as it is for its own acts and omissions. (d) Notwithstanding the foregoing or anything else contained herein to the contrary, to the maximum extent permitted by applicable law, rules and regulations, in connection with any merger, sale of all or substantially all of the obligations assets, change of control, reorganization, consolidation or any similar transaction of either party hereto, directly or indirectly, the Subordinate Lender hereunder and affirms all of surviving entity will succeed to the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice terms of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees that it shall not Assignor does hereby sell, transferassign, assign or otherwise dispose transfer and set over unto Assignee and its successors and permitted assigns all of Assignor's rights and interests in and to the Purchase Agreement, as and only to the extent that the same relates to the Aircraft, and in and to the General Terms Agreement, as and only to the extent that the Engine Warranties contained therein relate to the Engines, except to the extent reserved below, including without limitation in such assignment (a) all claims for damages in respect of the Aircraft and the Engines arising as a result of any interest default by Manufacturer under the Purchase Agreement or Engine Manufacturer or any other vendor or supplier of other parts or equipment installed on or in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee")Aircraft, and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all warranty service life policies, aircraft performance guarantees and indemnity provisions contained in the Purchase Agreement and the Engine Warranties, and all claims arising thereunder, in respect of the obligations Aircraft and the Engines, (b) any and all rights of Assignor to compel performance of the Subordinate Lender hereunder and affirms all terms of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except Purchase Agreement in accordance with this section); and a corresponding transfer in favour respect of the Assignee Aircraft and the Engine Warranties in respect of any registered notice of this Agreement has been registered against the Engines and (c) the right to purchase and take title to the Property Aircraft pursuant to the Purchase Agreement; reserving to Assignor, however, with respect to the Aircraft and each Engine, (i) all rights to receive any credits due to Assignor with respect to the purchase price of the Aircraft pursuant to the Purchase Agreement and of the Engines pursuant to the General Terms Agreement, (ii) all of Assignor's rights and interests in accordance with this Agreement. The Senior Lender or arising out of any payments or deposits made relating to the Aircraft or to be made by Assignor on amounts credited or to be credited or paid or to be paid by the Manufacturer to the Assignor in respect of the Aircraft and (iii) so long and only so long as the Aircraft and each Engine shall be required subject to act reasonably the Lease and no Lease Event of Default shall have occurred and be continuing thereunder, the rights (A) to demand, accept and retain all rights in good faith in entering into any such assumption agreement with and to all property (other than the Assignee. The Senior Lender agrees Aircraft), data and services that it shall not sell, transfer, assign Manufacturer or otherwise dispose of any interest in Engine Manufacturer is obligated to provide or does provide pursuant to the Senior Indebtedness Purchase Agreement or the Senior Security to any AssigneeGeneral Terms Agreement, as the case may be, and no such sale(B) to obtain services, transfertraining, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes data and delivers demonstration and test flights pursuant to the Subordinate Lender an assumption agreement directly with Purchase Agreement or the Subordinate Lender pursuant General Terms Agreement, as the case may be. Assignee hereby accepts such assignment subject to which such Assignee agrees to be bound by all the terms hereof. Assignor has furnished a true copy of the obligations Purchase Agreement and a true copy of the Senior Lender hereunder General Terms Agreement to Assignee and affirms all has specifically directed Assignee's attention to Section 12 of the respective rightsPart 2, remedies Section 5 of Part 3, Section 6 of Part 5 and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour Section 3 of the Assignee Part 6 of the registered postponement and any registered notice of this Agreement have been registered against title Exhibit C to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeAGTA.

Assignment. The Subordinate Lender agrees that it shall not sell(a) Except as expressly provided herein, transferneither this Agreement nor any interest herein or obligation hereunder may be transferred by Buyer without the prior written consent of Seller (other than pursuant to a consolidation or amalgamation with, assign or otherwise dispose merger with or into, or transfer of all or substantially all of Buyer’s assets to, another entity) and any purported transfer without such consent will be void. Notwithstanding the foregoing, Buyer may transfer this Agreement or any of its interests herein or obligations hereunder to another of Buyer’s offices, branches or affiliates on one Business Days’ prior written notice to Seller. In the event of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound transfer by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice Buyer of this Agreement has been registered against title or any of Buyer’s interests herein or obligations hereunder to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement entity (an “Assignee”), (i) UBS Securities LLC shall act as Seller’s “agent” with respect to such transfer and “agent” for Assignee and Seller within the Assignee. The Senior Lender agrees that meaning of Rule 15a-6 under the Exchange Act upon such assignment, (ii) Assignee shall appoint UBS Securities LLC as process agent to receive for it shall not selland on its behalf service of process in any action, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment suit or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice proceeding arising out of this Agreement have been registered against title to or any transaction contemplated hereby and (ii) UBS Securities LLC shall act as the Property in accordance with United States contact on behalf of Assignee if Assignee is located outside the United States. (b) Neither this Agreement. The Subordinate Lender shall Agreement nor any interest herein or obligation hereunder may be required to act reasonably transferred by Seller without the prior written consent of Buyer and in good faith in entering into any purported transfer without such assumption agreement with the Assigneeconsent will be void.

Assignment. The Subordinate Lender agrees Neither Seller shall assign any of its right, title, claim or interest in, to or under this Agreement. Upon written notice to Seller, Buyer may assign to one or more assignees any or all of its rights and obligations under this Agreement (or direct the applicable Seller to directly deed the Land and/or assign all or any part of the Property or direct Seller to convey a certain portion of the Property to an owner assignee and the other portion of the Property to an operator assignee) to any one or more persons or entities; provided, however, that it (i) notwithstanding any such assignment, Buyer shall not sellbe an affiliate of, transferor continue to act as the liaison on behalf of, assign or otherwise dispose such assignee(s), (ii) such assignee(s) will accept as of any the date of the assignment, the assignment and transfer of Buyer’s rights, title and interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly Agreement with respect to the Senior Lender pursuant applicable portion of the Property (including, without limitation, any obligation to which proceed to and effectuate Closing under this Agreement) assigned to it, (iii) such Assignee agrees assignee(s) shall assume and agree to be bound by all of the terms and conditions hereof including without limitation all of this Agreement assigned to it with respect to the portion of the obligations Property assigned to it from and after the date of the Subordinate Lender hereunder assignment, and affirms such assignees will covenant that it will perform and observe all the covenants and conditions relating thereto therein contained on Buyer’s part to be performed and observed which accrue after the date of such assignment, (iv) effective upon the date of such assignment, such assignee(s) shall be directly and primarily liable to Seller for all obligations arising under this Agreement with respect to the portion of the respective rightsProperty assigned to it and the other terms of this Agreement specified herein and (v) absent the express agreement of Seller, remedies no such assignment shall release Buyer from its liabilities hereunder until Closing, at which time Buyer (but not such assignee(s)) shall be released from its liabilities hereunder. For the avoidance of doubt, any provisions herein which state that all or any portion of the Property shall be assigned or transferred “to Buyer” shall be deemed to mean “to Buyer or its assignee”. In addition, in the event Buyer directs Seller to convey a certain portion of the Property to an owner assignee and priorities set forth herein (including, without limitation, the other portion of the Property to an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except operator assignee in accordance with this section); Section 14, (a) Buyer’s indemnification obligations shall be allocated as set forth in Section 13.4.2 and a corresponding transfer in favour of (b) the Assignee of any registered notice of exhibits and schedules attached to this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required revised, as appropriate, to act reasonably and in good faith in entering into any reflect such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneebifurcation.

Assignment. The Subordinate Lender agrees that it shall not Assignor does hereby sell, transferassign, assign or otherwise dispose transfer and set over unto Assignee and its successors and permitted assigns all of Assignor's rights and interests in and to the Purchase Agreement, as and only to the extent that the same relates to the Aircraft, and in and to the General Terms Agreement, as and only to the extent that the Engine Warranties contained therein relate to the Engines, except to the extent reserved below, including without limitation in such assignment (a) all claims for damages in respect of the Aircraft and the Engines arising as a result of any interest default by Manufacturer under the Purchase Agreement or Engine Manufacturer or any other vendor or supplier of other parts or equipment installed on or in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee")Aircraft, and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all warranty service life policies, aircraft performance guarantees and indemnity provisions contained in the Purchase Agreement and the Engine Warranties, and all claims arising thereunder, in respect of the obligations Aircraft and the Engines, (b) any and all rights of Assignor to compel performance of the Subordinate Lender hereunder and affirms all terms of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except Purchase Agreement in accordance with this section); and a corresponding transfer in favour respect of the Assignee Aircraft and the Engine Warranties in respect of any registered notice of this Agreement has been registered against the Engines and (c) the right to purchase and take title to the Property Aircraft pursuant to the Purchase Agreement; reserving to Assignor, however, with respect to the Aircraft and each Engine, (i) all rights to receive any credits due to Assignor with respect to the purchase price of the Aircraft pursuant to the Purchase Agreement and of the Engines pursuant to the General Terms Agreement, (ii) all of Assignor's rights and interests in accordance with this Agreement. The Senior Lender or arising out of any payments or deposits made relating to the Aircraft or to be made by Assignor on amounts credited or to be credited or paid or to be paid by the Manufacturer to the Assignor in respect of the Aircraft and (iii) so long and only so long as the Aircraft and each Engine shall be required subject to act reasonably the Lease and no Lease Event of Default shall have occurred and be continuing thereunder, the rights (A) to demand, accept and retain all rights in good faith in entering into any such assumption agreement with and to all property (other than the Assignee. The Senior Lender agrees Aircraft), data and services that it shall not sell, transfer, assign Manufacturer or otherwise dispose of any interest in Engine Manufacturer is obligated to provide or does provide pursuant to the Senior Indebtedness Purchase Agreement or the Senior Security to any AssigneeGeneral Terms Agreement, as the case may be, and no such sale(B) to obtain services, transfertraining, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes data and delivers demonstration and test flights pursuant to the Subordinate Lender an assumption agreement directly with Purchase Agreement or the Subordinate Lender pursuant General Terms Agreement, as the case may be. Assignee hereby accepts such assignment subject to which such Assignee agrees to be bound by all the terms hereof. Assignor has furnished a true copy of the obligations Purchase Agreement and a true copy of the Senior Lender hereunder General Terms Agreement to Assignee and affirms all has specifically directed Assignee's attention to Paragraph 10 of the respective rightsPart A, remedies Paragraph 5 of Part C, Paragraph 3 of Part D, Paragraph 2 of Part D-1, Paragraph 5 of Part I, and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); Paragraph 9 and corresponding transfers in favour 10 of the Assignee Part F-2 of the registered postponement and any registered notice of this Agreement have been registered against title Exhibit B to the Property in accordance with this Purchase Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees parties acknowledge and agree that it shall not sell(a) the entity acting as Issuing Bank or LC Facility Issuing Bank, transferin its capacity as such, may, without the consent of any party hereto, assign or otherwise dispose to an Affiliate all right, title and interest of (the “Affiliate Assigned Rights”) in, to and under any interest in and all obligations of the Subordinate Indebtedness Borrowers under Section 2.04(e) to reimburse the Issuing Bank for Revolving LC Disbursements or the Subordinate Security to any person or persons LC Facility Issuing Bank for LC Facility LC Disbursements (the "Assignee"“Reimbursement Obligations”), and that no (b) in respect of all such saleReimbursement Obligations constituting Affiliate Assigned Rights, transferfor all purposes of this Agreement such Affiliate shall be deemed the “Issuing Bank” or the “LC Facility Issuing Bank,” as applicable, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of (c) the obligations of the Subordinate Lender hereunder Revolving Lenders and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title Borrowers to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably Issuing Bank and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder LC Facility Lenders and affirms all U.S. Borrower to the LC Facility Issuing Bank shall, in the case of the respective rightsAffiliate Assigned Rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour inure to the benefit of the Assignee Affiliate acquiring or having acquired such Affiliate Assigned Rights and be enforceable by such Affiliate and/or by the Issuing Bank and LC Facility Issuing Bank on behalf of such Affiliate and (d) all payments made by Borrowers and/or any Revolving Lender or LC Facility Lender to such Affiliate acquiring or having acquired such Affiliate Assigned Rights shall discharge all such obligations otherwise owing to the Issuing Bank or LC Facility Issuing Bank that has assigned such Affiliated Assigned Rights, to the extent so paid. The foregoing shall not otherwise affect the rights and obligations of the registered postponement entities acting as Issuing Banks and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeLC Facility Issuing Bank hereunder.

Assignment. The Subordinate Lender agrees that it shall (a) Borrower may not sell, transfer, assign or otherwise dispose of transfer any interest in the Subordinate Indebtedness Loan Documents, any Collateral, or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all portion of either of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein foregoing (including, without limitation, Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder) without Lender’s prior written consent. Lender shall have the right to assign or participate this Agreement and/or its interest in any of the other Loan Documents and the obligations hereunder to any Person. In the event of an express covenant assignment by Lender, (a) the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would have if it were an original “Lender” hereunder; (b) the assignee shall be deemed for all purposes to be a “Lender” hereunder; and (c) upon any such substitution of Lender, a replacement or addition “Lender signature page” shall be executed by the new Lender and attached to this Agreement and thereupon become a part of this Agreement. After the effectiveness of any assignment, the new Lender shall provide notice to Borrower of the identity, address and other pertinent information pertaining to the new Lender. Notwithstanding anything in this Agreement to the contrary, after an assignment by any Lender, the “Lender” (prior to such Assignment) shall continue to have the benefits of any rights or indemnifications and shall continue to have the obligations contained herein which such Lender had during the period such party was a “Lender” hereunder. (b) The Lender may from such Assignee against any further saletime to time elect to enter into a servicing agreement with a servicer, transfer, assignment or other disposition except pursuant to which the servicer shall be appointed to service and administer the Loan and the Account Collateral in accordance with this section); the terms hereof and a corresponding transfer in favour to exercise any and all other rights of the Assignee of any registered notice of this Agreement has been registered against title Lenders with respect to the Property Loan as set forth in accordance with this Agreementsuch servicing agreement. The Senior Lender shall promptly notify Borrower if the Lender shall elect to appoint or change the servicer, and all notices and other communications from Borrower to the Lender shall be required delivered to act reasonably the servicer with a copy concurrently delivered to the Lender, and in good faith in entering into any such assumption agreement with notice, direction or other communication from the Assigneeservicer to Borrower shall have the same force and effect as a notice, direction or communication from the Lender. The Senior Lender agrees parties hereto acknowledge and agree that it the servicer shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security be a third party beneficiary to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to and the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeother Loan Documents.

Assignment. (a) The Subordinate Lender agrees that it shall not sell, transfer, assign Owner Trustee may make a security assignment of or otherwise dispose of any grant a security interest in some or all of the Subordinate Indebtedness or the Subordinate Lessor's Estate ("Permitted Security to any person or persons (the "AssigneeInterest"), as security for the Owner Trustee's obligations in connection with any financing by the Owner Trustee pursuant to documents reasonably acceptable to Lessee and otherwise in compliance with this Section 13.09, to a lender ("Lessor's Lender") which (x) shall be a bank, savings institution, finance company, leasing company, or trust company or national banking association or other financial institution acting for its own account or in a fiduciary capacity as trustee or agent for other financial institutions or funds, (y) shall not be an airline or other aircraft operator or competitor of the Lessee in the business of air transportation or an Affiliate of any thereof; and (z) shall not be a party to any material current or overtly threatened litigation or arbitration (whether as plaintiff or defendant) with the Lessee or any Affiliate of the Lessee. The Owner Trustee will give Lessee at least ten (10) days prior written notice of a Permitted Security Interest and Lessee agrees to execute and deliver in connection with any Permitted Security Interest such documents and assurances (including an acknowledgment of the Permitted Security Interest and a certificate as to the absence of any Default under the Lease) and to take such further action as the Owner Trustee may reasonably request in connection with the Permitted Security Interest. A Lessor's Lender shall be entitled to be an Indemnitee and an Additional Insured. (b) In connection with a Permitted Security Interest of the Lessor's Estate by the Owner Trustee: (i) as a condition precedent to such Permitted Security Interest becoming effective, the Owner Trustee will procure that the Lessor's Lender shall execute and deliver to Lessee a letter of quiet enjoyment reasonably acceptable to Lessee in respect of Lessee's use and possession of the Aircraft; (ii) the Owner Trustee shall reimburse to Lessee its reasonable out-of-pocket expenses (including reasonable legal fees and expenses) actually incurred in connection with any such Permitted Security Interest referred to in this Section 13.09, provided that such expenses are substantiated to the Owner Trustee's reasonable satisfaction; and (iii) no such salePermitted Security Interest shall impair the rights and benefits, transferor increase the burdens or obligations, assignment of Lessee hereunder or other disposition shall in any way be effective unlessunder the Lease, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment obligations with respect to the payment of Rent or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice under Section 6.01 or 7.01 hereof. [The remainder of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneepage is intentionally left blank.]

Assignment. The Subordinate Lender agrees that it 18.1 Subject always to the provisions of Clause 19, no party hereto shall not sellbe entitled to assign all or any part of its rights or obligations hereunder to any other party without the prior written consent of each of the other parties hereto (which shall not, transferif requested, be unreasonably withheld or delayed) save that: (a) the Mortgages Trustee shall be entitled without such consent to hold the Loans and their Related Security and all associated rights and benefits on trust for the Beneficiaries pursuant to the Mortgages Trust Deed; and (b) Funding 1 shall be entitled without such consent to assign by way of security all or otherwise dispose any of any interest its rights under this Agreement and in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers Trust Property to the Senior Lender an assumption agreement directly with the Senior Lender Funding 1 Security Trustee pursuant to which such Assignee agrees to be bound by all the terms of the terms and conditions hereof including Funding 1 Deed of Charge; and (c) the Funding 1 Security Trustee shall be entitled without limitation such consent to assign all or any of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment its rights under or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice respect of this Agreement has been registered against title without such consent to any successor Funding 1 Security Trustee or otherwise in the exercise of its rights under the Funding 1 Deed of Charge; and (d) each Further Funding Company shall be entitled without such consent to assign by way of security all or any of its rights under this Agreement and in the Trust Property to any security assignee to which it grants or enters into a Security Interest. 18.2 The Seller acknowledges that, on the assignment pursuant to the Property in accordance with Funding 1 Deed of Charge by Funding 1 to the Funding 1 Security Trustee of Funding 1's rights under this Agreement and pursuant to the relevant Further Funding Company Deed of Charge by the relevant Further Funding Company to the relevant Further Funding Security Trustee of each Further Funding Company's rights under this Agreement. The Senior Lender , the Funding Security Trustees may (but shall not be required to act reasonably obliged to) enforce such rights in the Funding Security Trustees' own name without joining Funding 1 and each Further Funding Company in good faith in entering into any such assumption agreement with action (which right the Assignee. The Senior Lender agrees that it shall not sellSeller hereby waives) and the Seller hereby waives as against the Funding Security Trustees any rights or equities in its favour arising from any course of dealing between the Seller, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, Funding 1 and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeFurther Funding Company.

Assignment. The Subordinate Lender agrees Either party may assign its rights and obligations under the Agreement, in whole only, to a Qualified Transferee; provided, however, that it such Qualified Transferee executes an assignment and assumption agreement in a form reasonably acceptable to the non-transferring party. As used herein, a “Qualified Transferee” shall not sellbe a person or entity approved by the non-transferring party, transferas determined by such non-transferring party in its discretion. No such assignment will constitute a novation, unless expressly agreed in writing by both parties. Notwithstanding the foregoing, (i) Licensee may assign its rights and obligations under the Agreement without Licensor’s consent to an Affiliate of Licensee, or otherwise dispose a successor to all or substantially all of any interest the assets of Licensee (including by way of merger or consolidation or in the Subordinate Indebtedness process of “going public”) and (ii) Licensor may assign its rights and obligations under the Agreement without Licensee’s consent to an SPE Entity, or a successor to all or substantially all of the Subordinate Security to any person assets of Licensor (including by way of merger or persons (consolidation or in the "Assignee"process of “going public”); provided, and that no such sale, transfer, assignment or other disposition shall in any way be effective unlessthat, in each such case: , such Assignee assignee executes an assignment and delivers to the Senior Lender an assumption agreement directly with for the Senior Lender pursuant to which such Assignee agrees to be bound by all benefit of the terms non-assigning party; and conditions hereof including without limitation provided, further that, if such assignee under clause (i) above is an Affiliate of Licensee that is neither a DirecTV Entity nor an entity that has the ability to perform, and is sufficiently capitalized to meet, all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities Licensee set forth herein under this Agreement (including, without limitation, an express covenant from such Assignee against any further saleLicensee’s indemnity obligations), transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour then Licensee shall remain primarily liable for all obligations of Licensee under the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be Licensor may also assign its right to receive payments from Licensee, provided that if any payment is required to act reasonably and in good faith in entering into any be made by Licensee directly to such assumption agreement with the Assignee. The Senior Lender agrees that it assignee, (a) a copy of such assignment is delivered to Licensee, together with, written instructions from Licensor regarding payments to such assignee (b) Licensee shall not sell, transfer, assign or otherwise dispose of any interest be obligated to make disbursements to more than one entity in the Senior Indebtedness or the Senior Security addition to Licensor and (c) such obligation shall remain subject to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations Licensee’s defenses and rights of the Senior Lender hereunder and affirms all of the respective rightsoffset hereunder, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeif any.

Assignment. The Subordinate Lender agrees that it This Exhibit E shall not sellbe binding upon and inure to the benefit of the parties hereto and their respective successors, transfertransferees and assignees. Neither this Exhibit E nor any interest herein may directly or indirectly be transferred or assigned by User in whole or in part without the prior written consent of Autobooks, assign and User will remain liable for any amounts owed under this Exhibit E after an unauthorized transfer or otherwise dispose assignment User (even if Autobooks continues to provide Card Processing Services to such transferee or assignee). Autobooks and Bank may jointly or individually exercise any rights or remedies provided to Autobooks or Bank hereunder. Autobooks and Bank reserve the right to allocate the duties and obligations assigned hereunder to Autobooks between themselves, as they deem appropriate in their sole discretion. Bank has certain obligations to User pursuant to the Rules, and in the event of any interest in conflict between this Agreement and the Subordinate Indebtedness or Rules with respect to Bank’s obligations, the Subordinate Security to any person or persons (the "Assignee")Rules shall control. Autobooks is entering into this Exhibit E on behalf of and as an agent of Bank, and that no such sale, transfer, assignment Bank may delegate certain or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof its rights and/or duties to its affiliate at any time, including without limitation all the TPSP, without notice to User. Bank, the TPSP, the Card Brands, their respective successors and permitted transferees and assignees, and others to whom they have delegated rights or obligations under this Exhibit E shall be third-party beneficiaries under this Exhibit E and may directly enforce this Exhibit E against User. Without limiting the foregoing, the Card Brands have the right to enforce any Rule and to prohibit User from engaging in any conduct it deems could create a risk of injury to the Card Brand, including injury to reputation, or that could adversely affect the integrity of the obligations interchange system or the Card Brand’s confidential information, and User will not take any action that could interfere with or prevent a Card Brand’s exercise of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with right. Subject to this section); and a corresponding transfer in favour of , this Exhibit E is not for the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assigneebenefit of, and no such salemay not be enforced by, transfer, assignment or any other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneethird party.

Assignment. The Subordinate Lender agrees that it Buyer shall not sell, transfer, transfer or assign the Agreement or otherwise dispose any of any its rights under or interest in the Subordinate Indebtedness Agreement (including monies that are due or monies that may be due) without the Subordinate Security prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer shall not need the consent of Seller (a) to any person transfer or persons assign the Agreement to its Affiliate (to the "Assignee"extent such Affiliate is organized under the laws of the United States of America), and that no such sale, transfer, assignment (b) to transfer or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers assign the Agreement to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title EPC Contractor subject to the Property in accordance with requirements under this Agreement. The Senior Lender shall be required Clause 4.1 or (c) to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sellassign, transfer, assign charge or otherwise dispose encumber the Agreement or any rights or benefits arising thereunder or therefrom by way of collateral in favor of Lenders. Seller may only transfer or assign the Agreement or any of its rights under or interest in the Senior Indebtedness Agreement (including monies that are due or monies that may be due) with the Senior Security prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Seller shall not need the consent of Buyer to assign or novate the Agreement to any AssigneeAffiliate of Seller that is ultimately wholly owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Company and assign any receivables due Seller hereunder to one (1) or more Affiliates of Seller or to third parties. The Parties agree to execute such documents as may be necessary to effect any permitted assignments or transfers of the Agreement. In connection with any collateral assignment of the Agreement by Buyer, Seller shall provide any customary agreements, certificates, legal opinions or other documents reasonably required by any Lender. In connection with any assignment of the Agreement to the EPC Contractor by Buyer, Seller shall agree to any modifications to the Agreement that are reasonably requested by the EPC Contractor, so long as such modifications do not impose any additional risk, costs, expenses or liability on Seller or Owner. In the event of a transfer or assignment of the Agreement by (i) Buyer, (A) Buyer’s assignee or transferee shall have financial capabilities, directly or by virtue of credit enhancements or other financial arrangements, that are comparable or better than Buyer’s, as of the Effective Date, and no (B) Buyer shall cause the credit support under Clause 7.8 to be maintained or provide Seller with replacement credit support that is reasonably acceptable to Seller and substantially similar as provided to Seller hereunder (in which case, if the conditions of Clause 4.1(i)(A) and (i)(B) are met, any credit support that was provided to Seller prior to such saleassignment shall be promptly returned by Seller to Buyer) and (ii) Seller, transferSeller shall cause the credit support under Clause 7.9 to be maintained or provide Buyer with replacement credit support that is reasonably acceptable to Buyer and substantially similar as provided to Buyer hereunder. Any assignment, assignment novation, transfer or other disposition disposal in violation of this Clause 4.1 shall in be null and void ab initio and shall not be binding on the Parties. For any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound assignment by all Buyer of the obligations of Agreement either to Affiliates, EPC Contractor or any other third parties, Buyer acknowledges that Seller shall perform its standard “Know Your Customer” due diligence (which involves various compliance and financial due diligence) on the Senior Lender hereunder proposed assignee and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of proposed assignee must satisfy the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee“Know Your Customer” requirements.

Assignment. The Subordinate Lender agrees that it Purchaser shall not sellhave the right to assign its interest in this Agreement without the prior written consent of the Seller. Any assignment or transfer of, or attempt to assign or transfer, assign or otherwise dispose of any Purchaser's interest in this Agreement shall be an act of default hereunder by Purchaser and subject to the Subordinate Indebtedness provisions of Paragraph 10 hereof. Notwithstanding the foregoing, this Agreement may be assigned by Purchaser without the consent of Seller (a) to any entity affiliated with Purchaser, or the Subordinate Security principals of Purchaser, or to any person entity owned (directly and indirectly) by any fund with respect to which Purchaser acts as asset manager or persons advisor or (the "Assignee"), and b) to any mortgage lender of Purchaser or any permitted assignee of Purchaser provided that no such sale, transfer, assignment Purchaser remains liable for (i) any act or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers omission by Purchaser occurring prior to the Senior Lender an assumption agreement directly effective date of such assignment for which Purchaser is obligated to indemnify Seller pursuant to Paragraph 7 hereof and (ii) in accordance with the Senior Lender pursuant to which such Assignee agrees to be bound by all terms of the terms and conditions hereof including without limitation last sentence of this Paragraph 14. Any permitted assignee shall assume in writing all of the obligations of Purchaser under this Agreement from and after the Subordinate Lender hereunder and affirms all date of the respective rightsassignment. If any assignee of Purchaser under this Agreement petitions or applies for relief in bankruptcy or said assignee is adjudicated as a bankrupt or insolvent, remedies and priorities set forth herein (includingor said assignee files any petition, without limitationapplication for relief or answer-seeking or acquiescing in any reorganization, an express covenant from such Assignee against arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any further salepresent or future federal, transfer, assignment state or other disposition except in accordance with this section); and statute, law, code or regulation relating to bankruptcy, insolvency, or other relief for debtors (collectively, a corresponding transfer in favour of "Bankruptcy Filing") on or before the Assignee of any registered notice of Closing Date, said Bankruptcy Filing shall be a default under this Agreement has been registered against and Purchaser shall indemnify Seller for all costs, attorney's fees and expenses of Seller resulting from Seller's efforts to obtain the Earnest Money as liquidated dama▇▇▇ ▇▇▇ to clear title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into from any such assumption agreement with encumbrance resulting from the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeBankruptcy Filing.

Assignment. The Subordinate Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unlessIssuer, in each such case: such Assignee executes furtherance of the covenants of this Indenture and delivers as security for the Notes and amounts payable to the Senior Lender an assumption agreement directly with Noteholders hereunder and the Senior Lender pursuant performance and observance of the provisions hereof, hereby assigns, transfers, conveys and sets over to which such Assignee agrees to be bound by the Trustee, for the benefit of the Secured Parties, all of the terms Issuer’s estate, right, title and conditions hereof interest in, to and under the Collateral Management Agreement, the Collateral Administration Agreement and the Hedge Agreements, including without limitation (i) the right to give all notices, consents and releases thereunder, (ii) the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Collateral Manager thereunder, including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements thereunder and (iv) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided, that the Trustee hereby grants the Issuer a license to exercise all of the obligations Issuer’s rights pursuant to the Collateral Management Agreement without notice to or the consent of the Subordinate Lender Trustee (except as otherwise expressly required by this Indenture, including as set forth in Section 15.4), which license shall be and is hereby deemed to be automatically revoked (A) upon the occurrence of an Event of Default hereunder and affirms all until such time, if any, as such Event of Default is cured or waived, (B) upon the occurrence of a termination event specified in Section 15 of the respective rightsCollateral Management Agreement or (C) upon a default in the performance, remedies and priorities set forth herein (includingor breach, without limitationof any material covenant, an express covenant from such Assignee against any further salerepresentation, transfer, assignment warranty or other disposition except in accordance with this section); and a corresponding transfer in favour agreement of the Assignee Collateral Manager under the Collateral Management Agreement or in any certificate or writing delivered pursuant thereto if Holders of at least 25% of the Aggregate Outstanding Principal Amount of the Notes of any registered Class give notice of this Agreement has been registered against title such default or breach to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably Trustee and in good faith in entering into any the Collateral Manager and such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign default or otherwise dispose breach (if remediable) continues for a period of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no 30 days after receipt of such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneenotice.

Assignment. (a) Neither of the parties hereto may assign any of its rights or delegate any of its obligations under this Agreement or the Option created hereunder to any other person without the express written consent of the other party, except that Grantee may assign this Agreement to a wholly owned subsidiary of Grantee and Grantee may assign its rights hereunder in whole or in part after the occurrence of a Preliminary Purchase Event; provided, however, that until the date at which the Federal Reserve Board has approved an application by Grantee under the BHC Act to acquire the shares of Common Stock subject to the Option, Grantee may not assign its rights under the Option, other than to a wholly owned subsidiary of Grantee, except in (i) a widely dispersed public distribution, (ii) a private placement in which no one party acquires the right to purchase in excess of 2% of the voting shares of Issuer, (iii) an assignment to a single party (e.g., a broker or investment banker) for the purpose of conducting a widely dispersed public distribution on Grantee's behalf, or (iv) any other manner approved by the Federal Reserve Board. The Subordinate Lender agrees term "Grantee" as used in this Agreement shall also be deemed to refer to Grantee's permitted assigns. (b) Any assignment of rights of Grantee to any permitted assignee of Grantee hereunder shall bear the restrictive legend at the beginning thereof substantially as follows: The transfer of the option represented by this assignment and the related option agreement is subject to resale restrictions arising under the Securities Act of 1933, as amended, and to certain provisions of an agreement between Citizens Banking Corporation and CB Financial Corporation, ("Issuer") dated as of the 27th day of January, 1997. A copy of such agreement is on file at the principal office of Issuer and will be provided to any permitted assignee of the option without change upon receipt by Issuer of a written request therefor. It is understood and agreed that it shall not sell, transfer, assign or otherwise dispose (i) the reference to the resale restrictions of any interest the Securities Act in the Subordinate Indebtedness above legend shall be removed by delivery of substitute assignments without such reference if Grantee shall have delivered to Issuer a copy of a letter from the staff of the SEC, or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unlessan opinion of counsel, in each such case: such Assignee executes form and delivers substance satisfactory to Issuer, to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which effect that such Assignee agrees to be bound by all legend is not required for purposes of the terms and conditions hereof including without limitation all of Securities Act; (ii) the obligations of reference to the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice provisions of this Agreement in the above legend shall be removed by delivery of substitute assignments without such reference if the Option has been registered against title to the Property sold or transferred in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement compliance with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice provisions of this Agreement have been registered against title to and under circumstances that do not require the Property in accordance with this Agreement. The Subordinate Lender retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such assignments shall bear any other legend as may be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeby law.

Assignment. The Subordinate Lender Notwithstanding anything to the contrary contained herein, except as provided pursuant to Section 6.02, this Agreement may not be assigned by the Servicer without the prior written consent of the Master Servicer and Depositor; provided, however, the Servicer is hereby authorized to enter into an Advance Facility under which (l) the Servicer sells, assigns or pledges to an Advancing Person the Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees that it to fund some or all Advances or Servicing Advances required to be made by the Servicer pursuant to this Agreement. No consent of the Trustee, Certificateholders or any other party is required before the Servicer may enter into an Advance Facility. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on the Servicer's behalf, the Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not sell, transfer, assign or otherwise dispose be relieved of any interest such obligations by virtue of such Advance Facility. Reimbursement amounts shall consist solely of amounts in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers respect of Advances and/or Servicing Advances made with respect to the Senior Lender an assumption agreement directly with Mortgage Loans for which the Senior Lender pursuant Servicer would be permitted to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property reimburse itself in accordance with this Agreement, assuming the Servicer had made the related Advance(s) and/or Servicing Advance(s). The Senior Lender Servicer shall maintain and provide to any successor Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. An Advancing Person who purchases or receives an assignment or pledge of the rights to be reimbursed for Advances and/or Servicing Advances, and/or whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to act reasonably and in good faith in entering into any such assumption agreement with meet the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose criteria for qualification of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities a Sub-Servicer set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender documentation establishing any Advance Facility shall require that such reimbursement amounts distributed with respect to each Mortgage Loan be required allocated to act reasonably outstanding unreimbursed Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a "first in, first out" (FIFO) basis. Such documentation shall also require the Servicer to provide to the related Advancing Person or its designee loan by loan information with respect to each such reimbursement amount distributed to such Advancing Person or Advance Facility trustee on each Distribution Date, to enable the Advancing Person or Advance Facility trustee to make the FIFO allocation of each such reimbursement amount with respect to each Mortgage Loan. The Servicer shall remain entitled to be reimbursed by the Advancing Person or Advance Facility trustee for all Advances and Servicing Advances funded by the Servicer to the extent the related rights to be reimbursed therefor have not been sold, assigned or pledged to an Advancing Person. Any amendment to this Section 7.06 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in good faith this Section 7.06, including amendments to add provisions relating to a successor Servicer, may be entered into by the Trustee and the Servicer, without the consent of any Certificateholder notwithstanding anything to the contrary in this Agreement, upon receipt by the Trustee of an Opinion of Counsel that such amendment has no material adverse effect on the Certificateholders or written confirmation from the Rating Agencies that such amendment will not adversely affect the ratings on the Certificates. Prior to entering into an Advance Facility, the Servicer shall notify the lender under such facility in writing that: (a) the Advances financed by and/or pledged to the lender are obligations owed to the Servicer on a non recourse basis payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances only to the extent provided herein, and the Trustee, the Master Servicer, the Securities Administrator and the Issuing Entity are not otherwise obligated or liable to repay any such assumption agreement with Advances financed by the Assigneelender; (b) the Servicer will be responsible for remitting to the lender the applicable amounts collected by it as reimbursement for Advances funded by the lender, subject to the restrictions and priorities created in this Agreement; and (c) the Master Servicer, the Securities Administrator and the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and the lender.

Assignment. The Subordinate Lender agrees that it (a) Subject to the conditions set forth in Section 10.2(b) hereof, this Warrant may be assigned either in whole or in part by surrender of this Warrant at the principal office of Company in Denison, Texas (with the assignment or, as the case may be, partial assignment form at the end hereof duly executed). If this Warrant is being assigned in whole, the assignee shall receive a new Warrant (registered in the name of such assignee or its nominee) which new Warrant shall cover 100% of the number of shares of Common Stock then purchasable hereunder and shall set forth the Aggregate Warrant Price. If this Warrant is being assigned in part, the assignor and assignee shall each receive a new Warrant (which, in the case of the assignee, shall be registered in the name of the assignee or its nominee), which new Warrants shall cover the number of shares of Common Stock then purchasable hereunder not sellso assigned and so assigned, transferrespectively, assign and shall set forth the proportionate Aggregate Warrant Price applicable to such shares. (b) Neither this Warrant nor any Warrant Shares may be sold, assigned or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no transferred unless such sale, transferassignment or transfer is registered or qualified pursuant to the registration requirements of the Securities Act of 1933, as amended, and all applicable state securities laws, or is preceded by an opinion of counsel addressed to Company that such sale, assignment or other disposition transfer is exempt from all such registration requirements; PROVIDED, HOWEVER, that no such opinion of counsel shall be required in connection with any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour to any affiliate of the Assignee of any registered notice holder of this Agreement has been registered against title to the Property Warrant or any Warrant Shares issued in accordance with this Agreementrespect hereof. The Senior Lender fees and expenses of such counsel incurred in respect of such sales, assignments or transfers shall be required to act reasonably and in good faith in entering into paid by the holder of this Warrant or any Warrant Shares which are the subject of such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such proposed sale, transfer, assignment or other disposition transfer. All certificates representing the Warrant Shares shall in any way be effective unlessstamped or imprinted with an appropriate restrictive legend, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities substantially as set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of on the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneecover page hereof.

Assignment. The Subordinate Lender agrees that it shall not sell, transfer, may assign or otherwise dispose transfer this Agreement and any and all of Lender's right, title and interest hereunder and in the Collateral including the right to receive all amounts payable hereunder or grant participations therein without Borrower's consent. In the event of such assignment, the right of the assignee to receive all amounts payable hereunder as well as any other right of the assignee shall not be subject to any defense, set-off or counterclaim which Borrower may have against Lender although any claim Borrower may have against Lender shall be preserved and may be separately pursued against Lender. Upon Lender giving notice to Borrower of any interest in the Subordinate Indebtedness or the Subordinate Security such assignment, Borrower shall promptly acknowledge its obligations hereunder to any person or persons (the "Assignee")such assignee, and that shall comply with the written directions or demands of such assignee and shall make all payments due hereunder as such assignee may direct in writing. Following any such assignment the term "Lender" shall be deemed to include or refer to lender's assignees, but no such sale, transfer, assignment assignee shall be deemed to assume any obligation or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate duty imposed upon Lender hereunder and affirms all Borrower shall look only to Lender for performance thereof. As used in this Section 15, "assign" shall be deemed to include a pledge, sale of, or grant of a mortgage on, or a security interest in, any of the respective rightsCollateral or this Agreement by lender and the term "assignee" shall be deemed to refer to the recipient of such pledge, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, mortgage or security interest. This Agreement and Borrower's rights and obligations herein shall not be transferable or assignable by Borrower without the Lender's express prior written consent and any such purported assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender by Borrower without such consent shall be required to act reasonably null and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneevoid.

Assignment. The Subordinate Lender agrees This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that it no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not sellbe unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of the Seller, transferwhich consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or otherwise dispose of any interest in the Subordinate Indebtedness (ii) transfer or the Subordinate Security assign this Agreement to any person or persons (the "Assignee"), and that no such sale, transfer, assignment entity succeeding to all or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by substantially all of the terms assets of Buyer. Seller may not assign Seller's rights and conditions hereof including obligations under this Agreement without limitation all the prior written consent of the obligations Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one or more Product Orders in their entirety and (ii) may be made no earlier than the greater of a) thirty (30) Business Days after the Trade Date of the Subordinate Lender hereunder and affirms applicable Product Order(s), or b) the point in time at which the Collateral Requirement associated with all of the respective rightsDesignated Systems in Seller’s Product Orders proposed for Assignment has been received by Buyer (excluding collateral assignment, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this sectionas described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a corresponding transfer Product Order to an entity already registered with the IPA as an Approved Vendor having a valid REC Contract with Buyer through the SFA. In the case of an assignment made by Seller without the consent of Buyer, Seller must notify the IPA and Buyer of any such assignment, and provide Buyer with all pertinent contact and payment information with respect to the assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in favour connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify: the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the Assignee of any registered notice of this Agreement has been registered against title to the Property financing party obtaining collateral rights in accordance connection with this Agreement. The Senior Lender As required by the SFA, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be required postponed for up to act reasonably one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in good faith the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in entering into the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 4.3 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate SFA REC Contract with Buyer, then any Product Order(s) so transferred will constitute Product Order(s) under such assumption agreement assignee’s existing REC Contract under the SFA with Buyer, with the Assigneeportion of the Performance Assurance Amount applicable to such assignee’s assigned Product Orders calculated based on the Performance Assurance Amount applicable to such assignee’s entire portfolio of Product Orders and the Performance Assurance Amount that has already been posted under such assignee’s existing REC Contract under the SFA with Buyer. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with the Master Agreement that included the Designated Systems having produced such Surplus RECs; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) with respect to such Designated System(s). Following a direct assignment under this Agreement, the affected Product Order(s), including Exhibit A, Schedule A to Exhibit A, Schedule B to Exhibit A (if applicable), and Schedule C to Exhibit A, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio.” Subsection (h) of Section 9.5 is amended by adding the following sentence to the end thereof: “Delivery of an executed counterpart of a signature page to the REC Contract by electronic means shall be effective as delivery of a manually executed counterpart of the REC Contract. Electronic copies of executed original copies of the REC Contract shall be sufficient and admissible evidence of the content and existence of the REC Contract to the same extent as the originally executed copy or copies (if executed in counterpart).” Confidentiality is applicable and Section 9.7 shall apply. Section 9.7 is amended by inserting “prospective lenders, prospective purchasers, investors, prospective investors” after “lenders” in the third line and adding the following to the end thereof: “If a Party is required or requested to disclose any confidential information as provided in (a) or (c) above, the disclosing Party shall provide the other Party with written notice within five (5) Business Day so that the other Party may seek on its own behalf a protective order or any other appropriate remedy. If such protective order or other remedy is not obtained, the disclosing Party will cooperate with the other Party’s counsel to enable such Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the confidential information. The Senior Lender agrees that it Parties shall not sell, transfer, assign or otherwise dispose of any interest in maintain the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all confidentiality of the obligations terms of the Senior Lender Transaction(s) hereunder and affirms all in compliance with Section 16-111.5(h) of the respective rights, remedies and priorities Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)). All confidentiality obligations set forth herein (includingshall survive following the expiration or termination of this Agreement, without limitationprovided, an express covenant from such Assignee against however, that with respect to any further saleconfidential information that constitutes a “trade secret” under applicable law, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour these covenants shall apply for the life of the Assignee trade secret.” For Dispute Resolution, in Section 9.8 Waiver of Jury Trial is applicable and Binding Arbitration is applicable with the registered postponement and any registered notice of this Agreement have been registered against title arbitration taking place in Chicago, Illinois. Section 9.8, Non-Binding Mediation, shall not apply. Section 9.8, Binding Arbitration, Section 1(F) (Baseball Arbitration) shall not apply. A new section is added to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.end of Article 9 as follows:

Assignment. The Subordinate Lender agrees that it shall 26.1 Licensee may not sell, assign, transfer, assign or otherwise dispose hypothecate this License or any right, obligation, or interest herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted assignment by Licensee in violation of this Section 26 shall be a breach of this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion. 26.2 For purposes of this Section 26, the word "assign" shall include without limitation (a) any sale of the equity interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity interests of Licensee, (b) any sale of all or substantially all of the assets of (i) Licensee and (ii) to the extent such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization, recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any reorganization, recapitalization, merger or consolidation following which the equity interest holders of Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly or indirectly, at least 50% of the combined voting power of the outstanding voting equity interests of Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN LICENSOR'S SOLE DISCRETION. 26.3 Notwithstanding the provisions of Section 26.1 above or anything contained in this License to the contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of the Subordinate Indebtedness or the Subordinate Security provisions of this License (a "Purported Assignment") to any person or persons another party (the a "AssigneePurported Transferee"), the Purported Transferee's enjoyment of the rights and that no such sale, transfer, assignment or other disposition privileges granted under this License shall in any way be effective unless, in each such case: such Assignee executes and delivers deemed to be the Senior Lender an assumption Purported Transferee's agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof provisions of this License, including without but not limited to the obligation to comply with the provisions of Section 15 above concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related to (in whole or in part) a Purported Assignment. The provisions of this Section 26.3 shall survive the expiration or earlier termination of this License. 26.4 Licensor shall have the right to transfer and assign, in whole or in part, all of the its rights and obligations of the Subordinate Lender hereunder under this License, and affirms all of the respective rightsupon any such transfer or assignment, remedies and priorities set forth herein (including, without limitation, an express covenant Licensor shall be released from such Assignee against any further saleobligations hereunder, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title Licensee agrees to look solely to the Property successor in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any interest of Licensor for the performance of such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeobligations.

Assignment. The Subordinate Lender agrees that it shall Buyer may not sellassign its rights or obligations under this Agreement without the prior express written consent of Seller. Seller's consent is required because this Agreement is entered into based on ▇▇▇▇▇'s ability to pay and Seller's economic and credit analysis of Buyer. Therefore, transfer, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, ▇▇▇▇▇▇ does not authorize ▇▇▇▇▇'s assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement to any third party unless such third party demonstrates that it has been registered against title an ability to pay equal to or greater than Buyer's and an economic and credit standing equal to or greater than Buyer's. The foregoing may be evidenced by bank statements, a certificate from an accountant or even an affidavit from such third party. The Seller reserves the right to request any supporting document it deems appropriate to prove the ability to pay and the economic and creditworthiness of the third party to whom this Agreement is assigned by Purchaser. Likewise, the third party to whom this Agreement is assigned by Purchaser shall comply with the provisions indicated in clause 31 below titled “Compliance; Source of Funds.” Furthermore, Seller´s consent shall not be required in the event that Buyer, prior to the Property in accordance with Closing, assigns its rights and obligations under this Agreement to an entity wholly owned or controlled by Buyer, provided that, for such assignment to be effective, the assignor shall give Seller and the Escrow Agent written notice of any such assignment at least fifteen (15) calendar days prior to the scheduled Closing Date, which notice shall state the name and address of the assignee and include a copy of the assignee’s signed assumption of Buyer’s rights and obligations under this Agreement. The Senior Lender Seller may, prior to Closing, assign its rights and obligations under this Agreement to an entity owned or controlled by Seller, provided that, for such assignment to be effective, the assignor shall be required to act reasonably give Buyer and in good faith in entering into the Escrow Agent written notice of any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers at least fifteen (15) calendar days prior to the Subordinate Lender an assumption agreement directly with scheduled Closing Date, which notice shall state the Subordinate Lender pursuant to which such Assignee agrees to be bound by all name and address of the obligations assignee and include a copy of the Senior Lender hereunder assignee’s signed assumption of Seller’s rights and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with obligations under this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees that it Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not sellbe unreasonably withheld. For purposes hereof, the transfer of more than fifty percent (50%) of the equity ownership or voting interest of Seller (or any parent entity holding directly or indirectly at least fifty percent (50%) of the equity ownership or voting interest of Seller if such interest constitutes more than twenty percent (20%) of the fair market value of the assets of such parent entity) to a person that is not an Affiliate of Seller shall also constitute an assignment of this Agreement requiring Buyer’s prior written consent. Notwithstanding the foregoing, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), transfer, sell, pledge, encumber, or assign or otherwise dispose of any interest in the Subordinate Indebtedness this Agreement or the Subordinate Security accounts, revenues or proceeds hereof to its financing providers. In connection with any person financing or persons (refinancing of the "Assignee")Project by Seller, and that no such sale, transfer, assignment or other disposition Buyer shall in any way be effective unless, in each such case: such Assignee executes good faith negotiate and delivers agree upon a consent to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, collateral assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title in substantially the same form as Exhibit E. Buyer may also, without the consent of the Seller (and thereby relieving itself from liability hereunder), assign this Agreement to any legal entity that is established by statute or by the CPUC to serve load as a central procurement entity with a Credit Rating of BBB- or better by S&P or that provides cash or a letter of credit from a bank with a Credit Rating of A- or better by S&P in an amount equal to the Property Delivery Term Security. Buyer may also assign this Agreement (and thereby relieve itself from further liability hereunder), to a Qualified Assignee, so long as Buyer notifies Seller no later than thirty (30) days before the effective date of the assignment and the assignee assumes in accordance with this Agreementwriting all of Buyer’s obligations and liabilities hereunder. The Senior Lender “Qualified Assignee” shall be required to act reasonably and in good faith in entering into mean: any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest community choice aggregation entity formed in the Senior Indebtedness State of California that either (i) has a Credit Rating of BBB- or the Senior Security to any Assignee, better by S&P and no such sale, transfer, assignment provides cash or other disposition shall a letter of credit from a bank with a Credit Rating of A- or better by S&P in any way be effective unless, in each such case: such Assignee executes and delivers an amount equal to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all product of the obligations then-applicable Contract Price (expressed in dollars per megawatt-hour ($/MWh)), times the then-applicable Contract Quantity (expressed in MWh), times five-tenths (0.5) of a year, or (ii) provides cash or a letter of credit from a bank with a Credit Rating of A- or better by S&P in an amount equal to the product of the Senior Lender hereunder and affirms all of then-applicable Contract Price (expressed in dollars per megawatt-hour ($/MWh)), times the respective rightsthen-applicable Contract Quantity (expressed in MWh), remedies and priorities set forth herein times two (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.2) years.‌

Assignment. The Subordinate Lender agrees that it shall not Assignor does hereby sell, transferassign, assign or otherwise dispose transfer and set over unto Assignee and its successors and permitted assigns all of Assignor's rights and interests in and to the Purchase Agreement, as and only to the extent that the same relates to the Aircraft, and in and to the General Terms Agreement, as and only to the extent that the Engine Warranties contained therein relate to the Engines, except to the extent reserved below, including without limitation in such assignment (a) all claims for damages in respect of the Aircraft and the Engines arising as a result of any interest default by Manufacturer under the Purchase Agreement or Engine Manufacturer or any other vendor or supplier of other parts or equipment installed on or in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee")Aircraft, and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all warranty service life policies, aircraft performance guarantees and indemnity provisions contained in the Purchase Agreement and the Engine Warranties, and all claims arising thereunder, in respect of the obligations Aircraft and the Engines, (b) any and all rights of Assignor to compel performance of the Subordinate Lender hereunder and affirms all terms of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except Purchase Agreement in accordance with this section); and a corresponding transfer in favour respect of the Assignee Aircraft and the Engine Warranties in respect of any registered notice of this Agreement has been registered against the Engines and (c) the right to purchase and take title to the Property Aircraft pursuant to the Purchase Agreement; reserving to Assignor, however, with respect to the Aircraft and each Engine, (i) all rights to receive any credits due to Assignor with respect to the purchase price of the Aircraft pursuant to the Purchase Agreement and of the Engines pursuant to the General Terms Agreement, (ii) all of Assignor's rights and interests in accordance with this Agreement. The Senior Lender or arising out of any payments or deposits made relating to the Aircraft or to be made by Assignor on amounts credited or to be credited or paid or to be paid by the Manufacturer to the Assignor in respect of the Aircraft and (iii) so long and only so long as the Aircraft and each Engine shall be required subject to act reasonably the Lease and no Lease Event of Default shall have occurred and be continuing thereunder, the rights (A) to demand, accept and retain all rights in good faith in entering into any such assumption agreement with and to all property (other than the Assignee. The Senior Lender agrees Aircraft), data and services that it shall not sell, transfer, assign Manufacturer or otherwise dispose of any interest in Engine Manufacturer is obligated to provide or does provide pursuant to the Senior Indebtedness Purchase Agreement or the Senior Security to any AssigneeGeneral Terms Agreement, as the case may be, and no such sale(B) to obtain services, transfertraining, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes data and delivers demonstration and test flights pursuant to the Subordinate Lender an assumption agreement directly with Purchase Agreement or the Subordinate Lender pursuant General Terms Agreement, as the case may be. Assignee hereby accepts such assignment subject to which such Assignee agrees to be bound by all the terms hereof. Assignor has furnished a true copy of the obligations Purchase Agreement and a true copy of the Senior Lender hereunder General Terms Agreement to Assignee and affirms all has specifically directed Assignee's attention to Paragraph 10 of the respective rightsPart A, remedies Paragraph 5 of Part C, Paragraph 3 of Part D, Paragraph 2 of Part D-1, Paragraph 5 of Part F-1, and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); Paragraph 9 and corresponding transfers in favour 10 of the Assignee Part F-2 of the registered postponement and any registered notice of this Agreement have been registered against title Exhibit B to the Property in accordance with this Purchase Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. As long as there is any Senior Indebtedness owing to the Senior Lender under the Senior Commitment Letter and/or the Senior Security, the Subordinate Lender shall not take any Enforcement Action (as hereinafter defined) under or in respect of the Subordinate Security or the Subordinate Indebtedness with respect to all or any part of the Property, or the right, title and interest of the Borrower therein, or against a Covenantor unless and until the Subordinate Lender has given the Senior Lender not less than ninety (90) days’ prior written notice that a default has occurred under the Subordinate Security and/or Subordinate Indebtedness or the Senior Lender has provided written consent, which consent may be given or withheld by the Senior Lender in its sole discretion. It is the express intention of the parties that the words “sole discretion” mean the exercise of the applicable right, determination, approval, consent or discretion in a manner that is completely and absolutely subjective in all respects and does not create or imply a duty or obligation of any kind on the part of the Senior Lender to act objectively or to apply any objective criteria or to conform to any other standard, it being the intention that the exercise of “sole discretion” by the Senior Lender will not be subject to any restriction, limitation, challenge or review of any kind whatsoever at any time by the Subordinate Lender, the Borrower or any court or any other person. The Subordinate Lender shall not challenge, contest or bring into question the validity, priority or perfection of the Senior Security or any enforcement action taken by the Senior Lender under or in respect of the Senior Security against any Covenantor or against all or any part of the Property and related personal property. For greater certainty, the Subordinate Lender shall not challenge, contest or bring into question: the validity, priority or perfection of the Senior Security; or any Enforcement Action taken by the Senior Lender under or in respect of the Senior Security or Senior Indebtedness against the Covenantors or against all or any part of the Property, or the right, title and interest of a Covenantor therein, except for a challenge of an Enforcement Action (but for greater certainty not the validity, priority or perfection of the Senior Security ) in circumstances where non-compliance with laws or any provision of this Agreement applicable to such Enforcement Action is alleged by the Subordinate Lender.

Assignment. The Subordinate Lender agrees Except as provided in this Section 11.4, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party; provided, however, that it without the other Party’s consent, (i) Genocea may assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate or pursuant to a Change of Control of Genocea, (ii) Isconova may assign this Agreement and its rights and obligations hereunder in whole or in part to a wholly-owned Affiliate subsidiary of Isconova; provided that Isconova shall guarantee and remain responsible for the performance and all obligations of such Affiliate assignee under this Agreement, and that such Affiliate assignee shall in no event assign this Agreement and its rights and obligations hereunder in whole or in part, including, without limitation to an Affiliate or pursuant to a Change of Control, without Genocea’s prior written consent which shall be conditioned in part on Genocea’s reasonable satisfaction that the assignee has sufficient reasonable resources to comply with all of Isconova’s obligations under this Agreement and (iii) Isconova may assign this Agreement and its rights and obligations hereunder in whole or in part pursuant to a Change of Control of Isconova; provided, however, that Genocea’s prior written consent must be obtained to Isconova’s assignment of this Agreement or any of Isconova’s rights and/or obligations hereunder to an entity or an affiliate of an entity who has announced the development and/or commercialization of, or Isconova is aware is developing and/or commercializing, a product for the treatment, prevention and/or modulation of a Disease Field. For the avoidance of doubt, the Parties agree that the condition in clause (ii) above which allows Genocea to withhold consent to an assignment if Genocea is not reasonably satisfied with the assignee’s capabilities to meet its obligations hereunder does not allow Genocea to unreasonably withhold or delay its consent to an assignment of this Agreement by an Affiliate assignee of Isconova in a bona-fide transaction, such as a restructuring and/or exit of Isconova’s human business (e.g. trough a major trade sale, initial public offering, venture capital investment). To the extent that the assigning Party survives as a legal entity, the assigning Party shall remain responsible for the performance by its assignee of this Agreement or any obligations hereunder so assigned to such assignee; provided, that any assigning Party hereunder shall not sellbe bound by this obligation in the event where an assignee has, transferto the non-assigning Party’s reasonable satisfaction, sufficient reasonable resources to comply with all of the assigning Party’s obligations under this Agreement. In addition, Isconova shall not assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security Licensed Technology to any person Third Party or persons (the "Assignee")Affiliate, and Genocea shall not assign any interest in the Joint Technology to any Third Party or Affiliate, unless such assignee agrees in writing that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers is subject to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title and the rights granted to Genocea and Isconova, respectively, hereunder. By way of non-limiting example of the application of this Section 11.4, Isconova may wish to reorganize and divide its business into a human business and a veterinary business, and, for this purpose, Isconova may set up a wholly-owned subsidiary (“NewCo”). In that case, Isconova would be entitled to assign the Agreement and its rights and obligations thereunder in whole or in part to NewCo without needing Genocea’s prior consent. Following such assignment, Isconova would guarantee NewCo’s performance under the Agreement as if Isconova had remained a party to the Property in accordance with this Agreement. The Senior Lender shall Isconova would be required precluded from subsequently transferring a majority of the shares in NewCo to act reasonably and in good faith in entering into any such assumption agreement a Third Party without Genocea’s prior consent. Likewise, NewCo would be precluded from assigning the Agreement to Third Party without Genocea’s prior consent. Genocea would be precluded from unreasonably withholding or delaying its consent as described above if the transaction is a bona fide transaction. In this particular case, Isconova would remain bound by its guarantee on behalf of NewCo until NewCo or a purchaser and/or assignee of NewCo would have, to Genocea’s reasonable satisfaction, sufficient reasonable resources to comply with all of Isconova’s/NewCo’s obligations under the AssigneeAgreement. The Senior Lender agrees that it shall not sellThus, transferIsconova would be released from this guarantee (i) upon Genocea’s consent to (a) an assignment by NewCo of the Agreement to a Third Party or (b) Change of Control of NewCo (e.g. a transfer of the majority of the shares of NewCo to a Third Party), assign or otherwise dispose of any interest (ii) in the Senior Indebtedness or the Senior Security event that NewCo would receive, to any AssigneeGenocea’s reasonable satisfaction, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers sufficient reasonable resources to the Subordinate Lender an assumption agreement directly comply with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of Isconova’s/NewCo’s obligations under the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein Agreement (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this sectione.g. after a financing round); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees that it shall not Subject to Section 8(a), the Holder may sell, transfer, assign assign, pledge, or otherwise dispose of any interest this Warrant, in whole or in part. Holder shall deliver a written notice to Company, substantially in the Subordinate Indebtedness form of the Assignment attached hereto as Exhibit B, indicating the Person or Persons to whom the Subordinate Security Warrant shall be assigned and the respective number of warrants to any person or persons be assigned to each assignee. Subject to the last two sentences of this paragraph, the Company shall effect the assignment within three (3) Trading Days (the "Assignee"“Transfer Delivery Period”), and that no shall deliver to the assignee(s) designated by the Holder a Warrant or Warrants of like tenor and terms entitling the assignee(s) to purchase the appropriate number of shares. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such sale, transfer, assignment or other disposition shall in any way be effective unlessHolder. For avoidance of doubt, in each the event Holder notifies the Company that such case: sale or transfer is being effected pursuant to Section 4(a)(7) of the Securities Act or in a so called “4[(a)](1) and half” transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered to counsel for the Company substantially in the form attached hereto as Exhibit C shall be the only requirement to satisfy an exemption from registration under the Securities Act to effectuate such Assignee executes and delivers transaction. Notwithstanding anything herein to the Senior Lender an assumption agreement directly with contrary, the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender Holder shall not be required to act reasonably and physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unlessfull, in each such which case: such Assignee executes and delivers , the Holder shall surrender this Warrant to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all Company within three (3) Trading Days of the obligations of date on which the Senior Lender hereunder and affirms all of Holder delivers an Assignment form to the respective rightsCompany assigning this Warrant in full. Notwithstanding anything herein to the contrary, remedies and priorities set forth herein (includingthis Warrant, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except if properly assigned in accordance with this section); and corresponding transfers in favour herewith, may be exercised by a new holder for the purchase of the Assignee Exercise Shares immediately upon effectiveness of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeassignment without having a new Warrant issued.

Assignment. (a) The Subordinate Lender agrees Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) without the consent of the parties hereto. (b) Notwithstanding the foregoing, to the extent either party proposes, or any action is taken by either party that it could be deemed an assignment of this Agreement as defined under the Advisers Act (an “Advisers Act Assignment”), both parties agree to consider such assignment in good faith and to not unreasonably withhold, condition or delay such consent. The parties would anticipate that consent would be granted in the event of a proposed Advisers Act Assignment to a party with expertise in commercial real estate and, together with its Affiliates, over $10 billion of assets under management. Both parties acknowledge that time is of the essence with respect to the consideration of any Advisers Act Assignment and each party shall: (a) respond to the party seeking consent of such assignment within 10 days of notification of an Advisers Act Assignment (the “Notification Period”) by the party seeking consent thereto; and (b) provide such consent or set forth the reasons why such consent shall not sell, transfer, assign or otherwise dispose of any interest in be given. To the Subordinate Indebtedness or extent the Subordinate Security party whose consent is sought with respect to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers Advisers Act Assignment fails to respond to the Senior Lender an assumption agreement directly with party seeking consent for said Advisers Act Assignment within the Senior Lender pursuant Notification Period, the consent of the party failing to which respond shall be deemed to have been granted. The parties understand and agree that the terms of this Section 16(b) are material terms hereof and the Asset Manager would not have entered into this Agreement but for the benefit of such Assignee agrees provisions. (c) Asset Manager may, at no additional cost or expense to be bound by NRF, obtain information and assistance for the account of NRF, without NRF’s consent. Such assistance may include the hiring of one or more entities, including Affiliated Entities, to provide sub-advisory services. A sub-adviser shall have all of the terms rights and conditions hereof including without limitation powers of Asset Manager set forth in this Agreement, and Asset Manager shall be as fully responsible to NRF’s accounts for the acts and omissions of the sub-adviser as it is for its own acts and omissions. (d) Notwithstanding the foregoing or anything else contained herein to the contrary, to the maximum extent permitted by law, in connection with any merger, sale of all or substantially all of the obligations assets, change of control, reorganization, consolidation or any similar transaction of either party hereto, directly or indirectly, the Subordinate Lender hereunder and affirms all of surviving entity will succeed to the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice terms of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender Lessee expressly covenants and agrees that it shall not assign, mortgage or encumber this Lease or sublet or lend any of the Furniture or permit any of the Furniture to be used by anyone other than Lessee. No assignment or sublease by Lessee shall in any event relieve or release Lessee of or from any debt, duty, obligation or liability hereunder, and Lessee shall remain primarily liable hereunder. Lessor, in its sole and absolute discretion, may sell, assign, transfer, assign pledge, hypothecate, grant security interests in or otherwise encumber or dispose of this Lease or any interest herein, as a whole or in part, without notice to Lessee. Notwithstanding any assignment by Lessor, Lessor warrants that so long as Lessee is not in default hereunder, Lessee shall quietly enjoy use of the Subordinate Indebtedness or the Subordinate Security Furniture subject to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of this Lease and, as part of any such assignment, the obligations assignee thereunder shall agree that Lessee's rights hereunder in and to the Furniture shall not be disturbed so long as Lessee is not in default hereunder. Lessor shall notify Lessee in writing of the Subordinate Lender hereunder and affirms all any transfer of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section)Lease by Lessor; and a corresponding transfer Lessee agrees to acknowledge receipt of and comply with any notice thereof given by Lessor in favour of the Assignee of writing and to provide Lessor or its assignee with such agreements, consents, conveyances, documents and certificates as may be reasonably requested by Lessor or its assignee to effect, facilitate or perfect any registered notice of this Agreement has been registered against title assignment by Lessor. Subject to the Property in accordance with foregoing, this Agreement. The Senior Lender Lease shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers inure to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all benefit of the obligations of the Senior Lender hereunder and affirms all of the bind Lessor, Lessee and their respective rightsheirs, remedies legatees, personal representatives, successors and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeassigns.

Assignment. The Subordinate Lender agrees that it shall not sellMortgagor hereby irrevocably assigns to Mortgagee all of Mortgagor’s right, transfertitle and interest in, assign to and under: (a) all leases of the Subject Property or otherwise dispose any portion thereof, and all other agreements of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers kind relating to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all use or occupancy of the terms Subject Property or any portion thereof, whether now existing or entered into after the date hereof (“Leases”); and conditions hereof including without limitation all (b) the rents, revenue, income, issues, deposits and profits of the obligations of the Subordinate Lender hereunder and affirms all of the respective rightsSubject Property, remedies and priorities set forth herein (including, without limitation, all parking income and all amounts payable and all rights and benefits accruing to Mortgagor under the Leases (“Payments”). The term “Leases” shall also include all guarantees of and security for the lessees’ performance thereunder, and all amendments, extensions, renewals or modifications thereto which are permitted hereunder. This is a present and absolute assignment, not an express covenant from such Assignee against assignment for security purposes only, and Mortgagee’s right to the Leases and Payments is not contingent upon, and may be exercised without possession of, the Subject Property. Nothing contained in this Mortgage is intended to diminish, alter, impair, or affect any further saleother rights and remedies of Mortgagee, transferincluding but not limited to, assignment the appointment of a receiver, nor shall any provision in this section diminish, alter, impair or other disposition except in accordance with this section); and a corresponding transfer in favour affect any rights or powers of the Assignee receiver in law or equity or as set forth herein. In addition, this assignment shall be fully operative without regard to value of the Subject Property or without regard to the adequacy of the Subject Property to serve as security for the obligations owed by Mortgagor to Mortgagee, and shall be in addition to any registered rights at law or in equity. Further, except for the notices required hereunder, if any, Mortgagor hereby waives any notice of this Agreement has been registered against title default or demand for turnover of rents by Mortgagee, together with any rights, if any, to apply to a court to deposit the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering Payments into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all registry of the obligations of court or such other depository as the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneecourt may designate.

Assignment. Subject to the terms of this Section 10.1, any Lender may make an assignment to an assignee of, or sell participations in, at any time or times, the Debt Documents, its Commitment, Term Loans or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) except in the case of an assignment to a Qualified Assignee (as defined below), require the consent of each Lender (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) require the execution of an assignment agreement in form and substance reasonably satisfactory to, and acknowledged by, Agent (an “Assignment Agreement”); (iii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Commitment and/or Term Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iv) be in an aggregate amount of not less than $1,000,000, unless such assignment is made to an existing Lender or an affiliate of an existing Lender or is of the assignor’s (together with its affiliates’) entire interest of the Term Loans or is made with the prior written consent of Agent; and (v) include a payment to Agent of an assignment fee of $3,500. In the case of an assignment by a Lender under this Section 10.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The Subordinate assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment and Term Loans, as applicable, or assigned portion thereof from and after the date of such assignment. Borrower hereby acknowledges and agrees that it any assignment shall not sell, transfer, assign give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a “Lender”. In the event any Lender assigns or otherwise dispose of transfers all or any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all part of the terms Commitments and conditions hereof including without limitation all Obligations, Agent shall so notify Borrower and Borrower shall, upon the request of Agent, execute new Notes in exchange for the obligations of the Subordinate Lender hereunder and affirms all of the respective rightsNotes, remedies and priorities set forth herein (includingif any, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except being assigned. Agent may amend Schedule A to this Agreement to reflect assignments made in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeSection.

Assignment. The Subordinate Lender agrees that it Except as set forth below, neither Company nor Supplier shall assign any right or interest under this Agreement and the Volume/Price Letter or (with respect to Supplier) under an Order issued pursuant to this Agreement (excepting monies due or to become due) or delegate any Work or other obligation to be performed or owed under this Agreement and the Volume/Price Letter or an Order either in whole or in part without the prior written consent of the other party which consent shall not sellbe unreasonably withheld. Any attempted assignment or delegation in contravention of the above provisions shall be void and ineffective. Any assignment of monies shall be void and ineffective to the extent that (1) Supplier shall not have given Company at least thirty (30) days prior written notice of such assignment or (2) such assignment attempts to impose upon Company obligations to the assignee additional to the payment of such monies, transferor to preclude Company from dealing solely and directly with Supplier in all matters pertaining to this Agreement including the negotiation of amendments or settlements of charges due. Notwithstanding the provisions set forth above, Company shall have the right to assign this Agreement and the Volume/Price Letter and to assign its rights and delegate its duties under this Agreement and the Volume Price Letter either in whole or otherwise dispose in part, at any time and without Supplier's consent; provided however that such assignment shall only be permitted to an affiliate or subsidiary of Company having assets greater than [***]. Company shall give Supplier thirty (30) days prior written notice of any interest in the Subordinate Indebtedness such assignment. The assignment shall neither affect nor diminish any rights or the Subordinate Security duties that Supplier or Company may then or thereafter have as to any person services or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers Material ordered by Company prior to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all effective date of the terms and conditions hereof including without limitation all assignment. Upon the acceptance of the obligations assignment and assumption of the Subordinate Lender hereunder duties under this Agreement and affirms all the Volume/Price Letter by the assignee, Company shall be released and discharged, to the extent of the respective rightsassignment, remedies from all further duties under this Agreement and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment the Volume/Price Letter as to services or other disposition except in accordance with this section); and a corresponding transfer in favour Material not ordered by Company by the effective date of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeassignment.

Assignment. Each Obligor hereby gives the Bank the full right, power and authority to pledge or assign to any party all or part of the Liabilities, together with all or any part of the Collateral, as security for consolidated Federal Home Loan Bank obligations issued pursuant to the provisions of the Act or for any other purpose authorized by the Act, the Regulations or the Federal Housing Finance Board. In case of any such pledge or assignment, the Bank shall have no further responsibility with respect to Collateral transferred to the pledgee or assignee. The Subordinate Lender Obligors may not (whether voluntarily, involuntarily, by operation of law or otherwise) assign or transfer any of their rights or obligations hereunder or with respect to any Advance, Credit Product, Derivative Transaction or Other Product without the express prior written consent of the Bank. The Bank may at any time, upon notice to the Borrower and subject to applicable law, sell, assign, grant participations in, or otherwise transfer to any other person, firm or corporation, including another Federal Home Loan Bank, all or part of the Liabilities outstanding hereunder. Each Obligor hereby acknowledges and agrees that it any such disposition shall not sellgive rise to a direct obligation of the Obligor to such assignee, transferparticipant or transferee. Each Obligor hereby authorizes the Bank and each assignee, assign participant or otherwise dispose transferee, in case of default by any Obligor hereunder, to proceed directly, by right of setoff, banker’s lien, or otherwise, against any assets of any interest Obligor which may at the time of such default be in the Subordinate Indebtedness respective hands of the Bank or any such assignee, participant or transferee. Each Obligor further agrees that the Subordinate Security Bank may furnish any information pertaining to any person Obligor which is in the possession of the Bank to any prospective assignee, participant or persons (the "Assignee")transferee to assist it in evaluating such assignment, and participation or transfer provided that no such sale, transfer, assignment or other disposition shall any non-public information reasonably designated in any way be effective unless, in each such case: such Assignee executes and delivers writing to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound Bank by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender Obligor as constituting non-public information shall be required furnished to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeprospective assignee, participant or transferee on a confidential basis. The Senior Lender agrees that it Nothing contained herein shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security be deemed to grant to any Assignee, and no such sale, transfer, assignment or other disposition shall in third party any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneerights hereunder.

Assignment. The Subordinate Lender agrees that it shall not Assignor does hereby sell, transferassign, assign or otherwise dispose transfer and set over unto Assignee and its successors and permitted assigns all of Assignor's rights and interests in and to the Purchase Agreement, as and only to the extent that the same relates to the Aircraft, and in and to the General Terms Agreement, as and only to the extent that the Engine Warranties contained therein relate to the Engines, except to the extent reserved below, including without limitation in such assignment (a) all claims for damages in respect of the Aircraft and the Engines arising as a result of any interest default by Manufacturer under the Purchase Agreement or Engine Manufacturer or any other vendor or supplier of other parts or equipment installed on or in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee")Aircraft, and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all warranty service life policies, aircraft performance guarantees and indemnity provisions contained in the Purchase Agreement and the Engine Warranties, and all claims arising thereunder, in respect of the obligations Aircraft and the Engines, (b) any and all rights of Assignor to compel performance of the Subordinate Lender hereunder and affirms all terms of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except Purchase Agreement in accordance with this section); and a corresponding transfer in favour respect of the Assignee Aircraft and the Engine Warranties in respect of any registered notice of this Agreement has been registered against the Engines and (c) the right to purchase and take title to the Property Aircraft pursuant to the Purchase Agreement; RESERVING TO ASSIGNOR, HOWEVER, with respect to the Aircraft and each Engine, (i) all rights to receive any credits due to Assignor with respect to the purchase price of the Aircraft pursuant to the Purchase Agreement and of the Engines pursuant to the General Terms Agreement, (ii) all of Assignor's rights and interests in accordance with this Agreement. The Senior Lender or arising out of any payments or deposits made relating to the Aircraft or to be made by Assignor on amounts credited or to be credited or paid or to be paid by the Manufacturer to Assignor in respect of the Aircraft, and, (iii) so long and only so long as, the Aircraft and each Engine shall be required subject to act reasonably the Lease and no Lease Event of Default shall have occurred and be continuing thereunder, the rights (A) to demand, accept and retain all rights in good faith in entering into any such assumption agreement with and to all property (other than the Assignee. The Senior Lender agrees Aircraft), data and services that it shall not sell, transfer, assign Manufacturer or otherwise dispose of any interest in Engine Manufacturer is obligated to provide or does provide pursuant to the Senior Indebtedness Purchase Agreement or the Senior Security to any AssigneeGeneral Terms Agreement, as the case may be, and no such sale(B) to obtain services, transfertraining, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes data and delivers demonstration and test flights pursuant to the Subordinate Lender an assumption agreement directly with Purchase Agreement or the Subordinate Lender pursuant General Terms Agreement, as the case may be. Assignee hereby accepts such assignment subject to which such Assignee agrees to be bound by all the terms hereof. Assignor has furnished a true copy of the obligations Purchase Agreement and a true copy of the Senior Lender hereunder General Terms Agreement to Assignee and affirms all has specifically directed Assignee's attention to Paragraph 10 of the respective rightsPart A, remedies Paragraph 5 of Part C, Paragraph 3 of Part D, Paragraph 2 of Part D-1, and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour Paragraph 5 of the Assignee Part F of the registered postponement and any registered notice of this Agreement have been registered against title Exhibit B to the Property in accordance with this Purchase Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), Assignor hereby assigns and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers sells to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount and conditions hereof including without limitation a corresponding portion of each of its outstanding Loans and its LC Exposure, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Subordinate Lender hereunder and affirms all Assignor under the Credit Agreement to the extent of the respective rightsAssigned Amount and the corresponding portion of each of its outstanding Loans and its LC Exposure. Upon the execution and delivery hereof by the Assignor and the Assignee [and by the Parent, remedies the Administrative Agent and priorities set forth herein the Letter of Credit Issuers]1 and the payment of the amounts specified in Section 3 required to be paid on the date hereof (includingi) the Assignee shall, without limitationas of the date hereof, succeed to the rights and be obligated to perform the obligations of a Lender under the Credit Agreement with a Secured Facility Commitment in an express covenant amount equal to the Assigned Secured Facility Amount and shall acquire the rights of the Assignor with respect to a corresponding portion of its Secured LC Exposure; (ii) the Secured Facility Commitment of the Assignor shall, as of the date hereof, be reduced by the Assigned Secured Facility Amount, and the Assignor shall be released from its Secured Facility obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee; (iii) the Assignee against any further saleshall, transferas of the date hereof, assignment or other disposition except succeed to the rights and be obligated to perform the obligations of a Lender under the Credit Agreement with an Unsecured Facility Commitment in accordance an amount equal to the Assigned Unsecured Facility Amount and shall acquire the rights of the Assignor with this section)respect to a corresponding portion of each of its outstanding Loans and its Unsecured LC Exposure; and a corresponding transfer in favour (iv) the Unsecured Facility Commitment of the Assignee Assignor shall, as of any registered notice of this the date hereof, be reduced by the Assigned Unsecured Facility Amount, and the Assignor shall be released from its Unsecured Facility obligations under the Credit Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any extent such assumption agreement with obligations have been assumed by the Assignee. The Senior Lender agrees that it assignment provided for herein shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers without recourse to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeAssignor.

Assignment. (a) Subject to the following provisions of this clause 6.4, the Access Seeker must not Assign its rights or obligations, or part thereof, under this Deed or the Extension Project Agreement without the prior written consent of Aurizon Network, which consent may not be unreasonably withheld. (b) The Subordinate Lender agrees that Access Seeker may, provided it shall is not sell, transfer, assign in default in the performance or otherwise dispose observance of any interest in of its obligations under this Deed, Assign the Subordinate Indebtedness whole of its rights and obligations under this Deed and the Extension Project Agreement (at the same time) to: (i) a Related Body Corporate of the Access Seeker which is capable of performing the obligations of the Access Seeker under this Deed, the Extension Project Agreement and an Access Agreement to be entered into under clause 3.1(a)(i) provided that the Access Seeker will remain liable for the performance of the duties, responsibilities and obligations assumed by the Assignee and provided however that performance by the Assignee will, to the extent of its assumption, discharge the Access Seeker from liability for performance of those duties, responsibilities and obligations that are Assigned; or (ii) a person other than a Related Body Corporate of the Access Seeker with the prior written consent of Aurizon Network, provided that such consent will not be unreasonably withheld if Aurizon Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the Access Seeker under this Deed, the Extension Project Agreement and an Access Agreement to be entered into under clause 3.1(a)(i) (c) Any Assignment by the Access Seeker of its rights or obligations under this Deed and the Subordinate Security to any person or persons (Extension Project Agreement will be conditional upon and will not take effect until the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unlessAssignee covenants with Aurizon Network by deed, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees terms as Aurizon Network may reasonably require, to be bound by all of the terms and conditions hereof including without limitation all of to perform the obligations of the Subordinate Lender hereunder Access Seeker under this Deed and affirms all the Extension Project Agreement. (d) Any change in shareholding of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour Access Seeker altering the effective control of the Assignee of any registered notice Access Seeker will be deemed to be an Assignment of this Deed and the Extension Project Agreement has been registered against title to except where: (i) the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees Access Holder or its ultimate holding company (as that it shall not sell, transfer, assign or otherwise dispose of any interest term is defined in the Senior Indebtedness or Corporations Act 2001) is listed on a recognised stock exchange and: (A) the Senior Security to any Assignee, change in shareholding is a result of a change in shareholding of that listed entity; and (B) that listed entity remains listed on that recognised stock exchange both before and no such sale, transfer, assignment or other disposition shall after that change in any way be effective unless, shareholding; or (ii) the ultimate holding company (as that term is defined in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all Corporations Act 2001) of the obligations Access Holder does not change as a result of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except change in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeshareholding.

Assignment. The Subordinate Lender agrees A. FRANCHISEE acknowledges that it shall not sell, transfer, assign or otherwise dispose of any interest in this Agreement involves rendering a vital service to commercial solid waste Generators within the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee")unincorporated County, and that no such saleCOUNTY has franchised FRANCHISEE to perform the services specified herein based on: (1) FRANCHISEE'S experience, transferskill and reputation for conducting its solid waste collection in a safe, assignment or other disposition shall effective and responsible fashion, at all times in any way be effective unlesskeeping with applicable waste management laws, in each such case: such Assignee executes regulations and delivers good solid waste management practices, and (2) FRANCHISEE's financial resources to maintain the Senior Lender an assumption agreement directly with the Senior Lender pursuant required equipment and to which such Assignee agrees support its obligations to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with COUNTY under this Agreement. The Senior Lender COUNTY has relied on each of these factors, among others, in choosing the FRANCHISEE to perform the services to be rendered under this Agreement. B. This Agreement is a privilege to be held in trust by FRANCHISEE. A franchise granted by COUNTY shall not be required transferred, sold, leased, assigned, or relinquished, or delegated to act reasonably and another person, either in good faith whole or in entering into any such assumption agreement with part, whether by forced sale, merger, consolidation, bankruptcy laws or otherwise, without the Assigneeprior approval of the COUNTY Board of Supervisors (“COUNTY Board”). This restriction includes the transfer of ownership of the Agreement, or a majority of the ownership or control of the FRANCHISEE, or the conveyance of a majority of the FRANCHISEE's stock to a new controlling interest. This Agreement shall become void upon the abandonment of FRANCHISEE. The Senior Lender agrees that it COUNTY Board shall not sellunreasonably withhold approval of a franchise assignment, provided that such assignment does not unreasonably impact competition and the assignee is qualified to perform its obligations as required by this Agreement and any implementing County law, regulation, rule, or ordinance. FRANCHISEE shall promptly notify the COUNTY Director in writing in advance of any proposed assignment, sale, or transfer. In the event the COUNTY Board approves of any assignment, sale, or transfer, assign or otherwise dispose said approval shall not relieve FRANCHISEE of any interest in the Senior Indebtedness of its obligations or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of duties under this Agreement have been registered against title unless this Agreement is modified in writing to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneethat effect.

Assignment. The Subordinate Lender agrees This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that it no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not sellbe unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of the Seller, transferwhich consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or otherwise dispose of any interest in the Subordinate Indebtedness (ii) transfer or the Subordinate Security assign this Agreement to any person or persons (the "Assignee"), and that no such sale, transfer, assignment entity succeeding to all or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by substantially all of the terms assets of Buyer. Seller may not assign Seller's rights and conditions hereof including obligations under this Agreement without limitation all the prior written consent of the obligations Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (excluding collateral assignment, as described below) may be made no earlier than the greater of a) thirty (30) Business Days after the Effective Date, or b) the point in time at which Seller’s Performance Assurance in the amount of the Subordinate Lender hereunder Collateral Requirement has been received by Buyer. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement, in connection with any financing or other financial arrangements with respect to the Project under this Agreement (and affirms all without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify: the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except financing party obtaining collateral rights in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance connection with this Agreement. The Senior Lender Seller's rights and obligations under the Agreement may only be directly assigned or transferred to entities that meets the qualification requirements of the RFP. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an entity that met the qualification requirements of the RFP shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an entity that meets the qualification requirements of the RFP or to assign this Agreement to an entity that meets the qualification requirements of the RFP within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place until the assignee posts replacement Performance Assurance consistent with Section 4.3 of this Agreement. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio.” Subsection (h) of Section 9.5 is amended by adding the following sentence to the end thereof: “Delivery of an executed counterpart of a signature page to the REC Contract by electronic means shall be effective as delivery of a manually executed counterpart of the REC Contract. Electronic copies of executed original copies of the REC Contract shall be sufficient and admissible evidence of the content and existence of the REC Contract to the same extent as the originally executed copy or copies (if executed in counterpart).” Confidentiality is applicable and Section 9.7 shall apply. Section 9.7 is amended by inserting “prospective lenders, prospective purchasers, investors, prospective investors” after “lenders” in the third line and adding the following to the end thereof: “If a Party is required or requested to act reasonably and disclose any confidential information as provided in good faith in entering into (a) or (c) above, the disclosing Party shall provide the other Party with written notice within five (5) Business Day so that the other Party may seek on its own behalf a protective order or any other appropriate remedy. If such assumption agreement protective order or other remedy is not obtained, the disclosing Party will cooperate with the Assigneeother Party’s counsel to enable such Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the confidential information. The Senior Lender agrees that it Parties shall not sell, transfer, assign or otherwise dispose of any interest in maintain the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all confidentiality of the obligations terms of the Senior Lender Transaction(s) hereunder and affirms all in compliance with Section 16-111.5(h) of the respective rights, remedies and priorities Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)). All confidentiality obligations set forth herein (includingshall survive following the expiration or termination of this Agreement, without limitationprovided, an express covenant from such Assignee against however, that with respect to any further saleconfidential information that constitutes a “trade secret” under Applicable Law, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour these covenants shall apply for the life of the Assignee trade secret.” For Dispute Resolution, in Section 9.8 Waiver of Jury Trial is applicable and Binding Arbitration is applicable with the registered postponement and any registered notice of this Agreement have been registered against title arbitration taking place in Chicago, Illinois. Section 9.8, Non-Binding Mediation, shall not apply. Section 9.8, Binding Arbitration, Section 1(F) (Baseball Arbitration) shall not apply. A new section is added to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.end of Article 9 as follows:

Assignment. The Subordinate Lender agrees This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that it no assignment, pledge or other transfer of this Agreement by either Party shall not selloperate to release the assignor, transfer▇▇▇▇▇▇▇, or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns) consents in writing to the assignment, pledge or other transfer and expressly releases the assignor, ▇▇▇▇▇▇▇, or transferor from its obligations thereunder. Buyer may make a request to Seller for the transfer or assignment of Buyer’s rights and obligations under the Agreement to the “Transferee” provided that the assignment is for all Transactions under this Agreement and provided, however that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the Effective Date, or otherwise dispose of any interest in the Subordinate Indebtedness (ii) transfer or the Subordinate Security assign this Agreement to any person or persons entity succeeding to all or substantially all of the assets of Buyer that is creditworthy on the Effective Date. Seller may make a request to Buyer for the transfer or assignment of Seller’s rights and obligations under the Agreement to the “Transferee” provided that the assignment is for all Transactions under this Agreement. Such request shall be made no earlier than thirty (30) calendar days after the "Assignee"Trade Date of the most recently executed Product Order. Such request must name the Transferee, provide the relationship between Seller and Transferee (if any), and must provide all pertinent financial, settlement and contract information and all necessary documentation to show that no such saleTransferee meets all conditions specific to a Seller under this Agreement, transferand further that the Transferee is approved by the IPA or their designee as an “Approved Vendor” and agrees to abide by the applicable terms and conditions required of an “Approved Vendor” under the ABP. Buyer may request additional information from Seller, and Buyer will have thirty (30) calendar days to provide consent or to notify Seller that Buyer rejects the assignment or other disposition transfer. In the event Seller assigns its rights and obligations to a Transferee, Seller’s Performance Assurance shall remain in any way place until Transferee posts replacement performance assurance consistent with Section 4.3 of this Agreement. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio.” Subsection (h) of Section 9.5 is amended by adding the following sentence to the end thereof: “Delivery of an executed counterpart of a signature page to the REC Contract by electronic means shall be effective unless, in each such case: such Assignee executes as delivery of a manually executed counterpart of the REC Contract. Electronic copies of executed original copies of the REC Contract shall be sufficient and delivers admissible evidence of the content and existence of the REC Contract to the Senior Lender an assumption agreement directly same extent as the originally executed copy or copies (if executed in counterpart).” Confidentiality is applicable and Section 9.7 shall apply. Section 9.7 is amended by inserting “prospective lenders, prospective purchasers, investors, prospective investors” after “lenders” in the third line and adding the following to the end thereof: “If a Party is required or requested to disclose any confidential information as provided in (a) or (c) above, the disclosing Party shall provide the other Party with written notice within five (5) Business Day so that the other Party may seek on its own behalf a protective order or any other appropriate remedy. If such protective order or other remedy is not obtained, the disclosing Party will cooperate with the Senior Lender pursuant other Party’s counsel to which enable such Assignee agrees Party to obtain a protective order or other reliable assurance that confidential treatment will be bound by all accorded the confidential information. The Parties shall maintain the confidentiality of the terms and conditions hereof including without limitation all of the obligations Transaction(s) hereunder in compliance with Section 16-111.5(h) of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities Illinois Public Utilities Act (220 ILCS 5/16-111.5(h)). All confidentiality obligations set forth herein (includingshall survive following the expiration or termination of this Agreement, without limitationprovided, an express covenant from such Assignee against however, that with respect to any further saleconfidential information that constitutes a “trade secret” under applicable law, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour these covenants shall apply for the life of the Assignee trade secret.” For Dispute Resolution, in Section 9.8 Waiver of any registered notice of this Agreement has been registered against title Jury Trial is applicable and Binding Arbitration is applicable with the arbitration taking place in Chicago, Illinois. Section 9.8, Non-Binding Mediation, shall not apply. Section 9.8, Binding Arbitration, Section 1(F) (Baseball Arbitration) shall not apply. A new section is added to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose end of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.Article 9 as follows:

Assignment. TENANT shall not, without the express prior written consent of LANDLORD, assign, mortgage, or otherwise encumber or transfer this Lease, or sublease, or permit any other person to use or occupy, all or any part of the Premises. The Subordinate Lender agrees that it parties expressly agree that: (a) LANDLORD’S consent may be withheld for any reason whatsoever and regardless of whether such withholding is contrary to any prevailing commercial standards; and (b) LANDLORD’S decision regarding such consent shall not sellbe binding on the parties, transfer, regardless of the reason or basis of the decision. If the TENANT desires to assign or otherwise dispose encumber this Lease or sublet the Premises or any part thereof, the TENANT will give the LANDLORD written notice of any interest in such desire specifying the Subordinate Indebtedness name of the proposed assignee, mortgagee, or the Subordinate Security to any person or persons (the "Assignee"), sublessee and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations proposed assignment, mortgage, or sublease at least sixty (60) days prior to the date such assignment, encumbrance, or sublease is proposed to be effective. The LANDLORD will have the option for a period of thirty (30) days after receipt of such notice to: (a) terminate this Lease as of the Subordinate Lender hereunder and affirms all date specified by the TENANT as to the portion of the respective rightsPremises affected; or (b) permit the TENANT to assign, remedies encumber, or sublet such portion of the Premises; or (c) refuse to consent to the proposed assignment, encumbrance, or subletting and priorities continue this Lease in effect as to the entire Premises. The failure by the LANDLORD to exercise any of the foregoing options within the time provided will be deemed an exercise of option (c) above. Notwithstanding any consent granted by the LANDLORD, the TENANT, and each assignee, mortgagee, and sublessee will at all times remain fully liable for the payment of Rent and for the performance of the TENANT’S obligations hereunder. No consent granted by the LANDLORD will constitute a waiver of the provisions of this Lease except as to the specific instance covered thereby. In the event LANDLORD consents to such assignment, sublease, or other transfer of all or any portion of this Lease, TENANT shall remit to LANDLORD that portion of any payment TENANT receives from its sub-lessee, assignees, etc., which exceeds the rent due and payable as is set forth in Paragraph 3 herein (including, without limitation, an express covenant from such Assignee against or any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeamendments hereto.

Assignment. The Subordinate Lender agrees that it shall 12.2.1 This Agreement will not sellbe assigned by the Service Providers without the prior written consent of BPR, transfer, assign or otherwise dispose of any interest except in the Subordinate Indebtedness case of assignment by any of the Service Providers to an Affiliate or to a Person that is its successor by merger, amalgamation or acquisition of the Subordinate Security to any person business of the Service Provider, in which case the Affiliate or persons (successor will be bound under this Agreement and by the "Assignee")terms of the assignment in the same manner as such Service Provider is bound under this Agreement, and that no such sale, transfer, assignment or other disposition shall in any way be effective unlessand, in each case, such case: Service Provider and, if the assignee is not an Affiliate of Brookfield, Brookfield will be fully and forever released from all obligations arising under this Agreement with respect to such Assignee executes and delivers Service Provider other than those obligations that have arisen prior to such assignment taking effect. In addition, provided that the Service Providers provide prior written notice to the Senior Lender an assumption agreement directly Service Recipients for informational purposes only, nothing contained in this Agreement will preclude any pledge, hypothecation or other transfer or assignment of any of the Service Providers’ rights under this Agreement, including any amounts payable to the Service Providers under this Agreement, to a bona fide lender as security. In addition, nothing contained in this Section 12.2.1 will affect the Service Providers’ ability to enter into subcontracting and other arrangements pursuant to Section 2.3. 12.2.2 Notwithstanding Section 12.2.1, this Agreement will not be assigned (within the meaning of the Advisers Act) by any Service Provider that is registered with the Senior Lender pursuant SEC as an investment adviser without the prior written consent of BPR. 12.2.3 This Agreement will not be assigned by any of the Service Recipients without the prior written consent of the Service Providers, except in the case of assignment by a Service Recipient to a Person that is its successor by merger, amalgamation or acquisition of the business of the Service Recipient, in which such Assignee agrees to case the successor will be bound under this Agreement and by all the terms of the terms assignment in the same manner as the Service Recipient is bound under this Agreement, and, in each case, such Service Recipient will be fully and conditions hereof including without limitation forever released from all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from arising under this Agreement other than those obligations that have arisen prior to such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice taking effect. 12.2.4 Any purported assignment of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice violation of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall Section 12.2 will be required to act reasonably null and in good faith in entering into any such assumption agreement with the Assigneevoid.

Assignment. The Subordinate Lender agrees This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that it no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not sellbe unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of the Seller, transferwhich consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or otherwise dispose of any interest in the Subordinate Indebtedness (ii) transfer or the Subordinate Security assign this Agreement to any person or persons (the "Assignee"), and that no such sale, transfer, assignment entity succeeding to all or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by substantially all of the terms assets of Buyer. Seller may not assign Seller's rights and conditions hereof including obligations under this Agreement without limitation all the prior written consent of the obligations Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one or more Product Orders in their entirety and (ii) may be made no earlier than the greater of a) thirty (30) Business Days after the Trade Date of the Subordinate Lender hereunder and affirms applicable Product Order(s), or b) the point in time at which the Collateral Requirement associated with all of the respective rightsDesignated Systems in Seller’s Product Orders proposed for Assignment has been received by Buyer (excluding collateral assignment, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this sectionas described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a corresponding transfer Product Order to an entity already registered with the IPA as an Approved Vendor having a valid REC Contract with Buyer through the SFA. In the case of an assignment made by Seller without the consent of Buyer, Seller must notify the IPA and Buyer of any such assignment, and provide Buyer with all pertinent contact and payment information with respect to the assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in favour connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify: the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the Assignee of any registered notice of this Agreement has been registered against title to the Property financing party obtaining collateral rights in accordance connection with this Agreement. The Senior Lender As required by the SFA, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be required postponed for up to act reasonably one hundred eighty (180) days following the effectiveness of such foreclosure and in good faith in entering into related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest Performance Assurance posted in the Senior Indebtedness or form of cash may constitute the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers Performance Assurance applicable to the Subordinate Lender an assumption agreement directly with assignee for the Subordinate Lender pursuant to which such Assignee agrees transferred Product Order(s) and will continue to be bound held by all of the obligations of the Senior Lender hereunder and affirms all of the respective rightsBuyer; alternatively, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance Seller’s Performance Assurance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title respect to the Property Designated Systems in accordance the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 4.3 of this Agreement. The Subordinate Lender shall be required to act reasonably In the event that the assignee is (a) an Approved Vendor and in good faith in entering into (b) already a counterparty under a separate SFA REC Contract with Buyer, then any Product Order(s) so transferred will constitute Product Order(s) under such assumption agreement assignee’s existing REC Contract under the SFA with Buyer, with the Assigneeportion of the Performance Assurance Amount applicable to such assignee’s assigned Product Orders calculated based on the Performance Assurance Amount applicable to such assignee’s entire portfolio of Product Orders and the Performance Assurance Amount that has already been posted under such assignee’s existing REC Contract under the SFA with Buyer. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with the Master Agreement that included the Designated Systems having produced such Surplus RECs; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) with respect to such Designated System(s). Following a direct assignment under this Agreement, the affected Product Order(s), including Exhibit A, Schedule A to Exhibit A, Schedule B to Exhibit A (if applicable), and Schedule C to Exhibit A, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio.”

Assignment. The Subordinate (a) Neither the Credit Documents nor the benefit thereof may be assigned by the Obligors without the prior written consent of the Administrative Agent and each Lender. (b) Subject to compliance with Section 15.5(f), a Lender may at any time sell to one or more other persons (“Participants”) participating interests in any credit outstanding hereunder, any commitment of the Lender hereunder or any other interest of the Lender hereunder. In the event of any such sale by a Lender of a participating interest to a Participant, (i) the Lender’s obligations under this Agreement to Borrowers shall remain unchanged, (ii) the Lender shall remain solely responsible for the performance thereof and Borrowers, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the Credit Documents; and (iii) any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Sections 14.4(b). Each Borrower agrees that if amounts outstanding under this Agreement are due and unpaid, or shall have been declared to be or shall have become due and payable upon the occurrence of an Event of Default, or any Default which might mature into an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as the Lender under this Agreement. Each Borrower also agrees that each Participant shall not sellbe entitled to the benefits of Article 8 with respect to its participation hereunder; provided, transferthat no Participant shall be entitled to receive any greater amount pursuant to such Article than the Lender with the relevant Individual Commitment at the date hereof would have been entitled to receive in respect of the amount of the participation transferred by the Lender to such Participant had no such transfer occurred. Each Lender that sells a participation shall, assign or otherwise dispose acting solely for this purpose as a non-fiduciary agent of any Borrowers, maintain a register on which it enters the name and address of each Participant and the principal and interest amounts of each Participant’s interest in the Subordinate Indebtedness Loans or other Obligations under this Agreement (the Subordinate Security “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any person Person (including the identity of any Participant or persons any information relating to a Participant’s interest in any commitments, loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-(c) of the United States Treasury Regulations or, if different, under Sections 871(h) or 881(c) of the Code in connection with any Tax audit or other Tax proceeding of Borrowers. The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (c) With the "Assignee"prior written consent of (i) the Borrower Representative (which consent shall not be required (x) if such sale is to (A) one or more other Lenders, (B) an Affiliate of any Lender or (C) any Approved Fund of a Lender which, in the case of clauses (B) and (C) is a Qualifying Bank or (y) in circumstances where an Event of Default has occurred and is continuing) (such consent not to be unreasonably withheld or delayed and it being understood that it is not unreasonable for the Borrower Representative to withhold its consent if, following such assignment the 10 Non-Bank Rule would be violated; provided (for the avoidance of doubt) that the Lenders shall have the right to make assignments such that there can be up to 10 Lenders which are not Qualifying Banks in aggregate under the Credit Facility); provided that the Borrower Representative shall be deemed to have consented to any such sale unless it shall object thereto by written notice to the Administrative Agent within ten (10) Banking Days after having received notice thereof and (ii) the Administrative Agent (which consent shall not be required if such sale is to one or more other Lenders, to an Affiliate of any Lender or to any Approved Fund of a Lender) (such consent not to be unreasonably withheld or delayed), a Lender may at any time sell all or any part of its rights and obligations under the Credit Documents (but not less than the lesser of (x) $5,000,000 and (y) the entirety of its Individual Commitment) to one or more Persons (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) (“Purchasing Lenders”), provided that no such consent is not required in the case of the sale by a Schedule II Lender to its Affiliate that is listed in Schedule III to the Bank Act (Canada) and which is a Qualifying Bank. Upon such sale, transferthe Lender shall, to the extent of such sale, be released from its obligations under the Credit Documents and each of the Purchasing Lenders shall become a party to the Credit Documents to the extent of the interest so purchased; provided, however, no Lender that is a Defaulting Lender shall be released from any obligation in respect of damages arising in connection with it being or becoming a Defaulting Lender. Any such assignment or other disposition by a Lender shall in any way not be effective unless, in each unless and until such case: such Assignee executes and delivers Lender has paid to the Senior Administrative Agent an assignment fee in the amount of $3,500 for each Purchasing Lender, unless and until the Purchasing Lender has executed an assumption agreement directly instrument substantially in the form of Exhibit B hereto whereby the Purchasing Lender has agreed to be bound by the terms of the Credit Documents as a Lender and has agreed to a specific Individual Commitment and a specific address and telefacsimile number for the purpose of notices as provided in Section 15.11 and specifying if the Purchasing Lender is or is not a Qualifying Bank, unless and until the requisite consents to such assignment have been obtained, unless and until a copy of a fully executed copy of such instrument has been delivered to the Administrative Agent and the Borrower Representative. Upon any such assignment becoming effective, (i) Schedule A hereto shall be deemed to be amended to include the Purchasing Lender as a Lender with the Senior specific Individual Commitment, address and telefacsimile number as aforesaid and the Individual Commitment of the Lender making such assignment shall be deemed to be reduced by the amount of the Individual Commitment of the Purchasing Lender and (ii) the cover page to this Agreement shall be deemed to be amended (and counsel to the Administrative Agent is hereby authorized to make any such amendments to the extent requested by the Administrative Agent) to include a reference thereon to the Purchasing Lender as a Lender and, if applicable, any title awarded to such Purchasing Lender (for the avoidance of doubt, any such title being awarded strictly upon the unanimous agreement of The Bank of Nova Scotia, HSBC Bank USA, National Association, Canadian Imperial Bank of Commerce and Borrowers). (d) Borrowers authorize the Administrative Agent and the Lenders to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee and authorizes each of the Lenders to disclose to any other Lender any and all financial information in their possession concerning Borrowers which has been delivered to them by or on behalf of Borrowers pursuant to this Agreement or which has been delivered to them by or on behalf of Borrowers in connection with their credit evaluation of the Obligors prior to becoming a party to this Agreement, so long as any such Assignee Transferee agrees to be bound by confidentiality provisions substantially the same as those set forth in this Agreement. (e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (f) Except as otherwise permitted under Section 15.5(c), no Lender shall enter into any arrangement with another person under which such Lender substantially transfers its exposure under the Credit Facility to that other person, unless under such arrangement throughout the life of such arrangement: (i) the relationship between the Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the terms and conditions hereof including without limitation all of Lender or an Obligor); (ii) the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any person will have no proprietary interest in the Senior Indebtedness benefit of the Credit Facility or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, monies received by the Lender under or in each such case: such Assignee executes and delivers relation to the Subordinate Lender an assumption agreement directly with Credit Facility; and (iii) the Subordinate Lender pursuant to which such Assignee agrees to other person will under no circumstances (other than permitted transfers under Section 15.5(c) (y) be bound by all of subrogated to, or substituted in respect of, the obligations of Lender’s claims under the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section)Credit Facility; and corresponding transfers (z) have otherwise any contractual relationship with, or rights against, the Obligors under or in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title relation to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeCredit Facility.

Assignment. The Subordinate Lender agrees that it Company shall not have the right to assign its rights and obligations hereunder or under the other Loan Documents or any interest herein or therein without the prior written consent of the Agent, except in connection with an assignment in whole to a successor to the Company; provided that such successor acquires all or substantially all of the assets or equity of the Company and the Agent’s and the Lenders’ rights hereunder are not materially impaired. Each Lender may sell, transfer, assign or otherwise dispose transfer all or any portion of such Lender’s rights and obligations hereunder and under the other Loan Documents to any Lender or other Person on the basis set forth below in this subsection (b) and subject to compliance with applicable securities laws. (i) Any Lender may, with the written consent of the Company, at any time and from time to time, assign and delegate to one or more Persons all, or any ratable part, of such Lender’s Loan, its Commitment and the other rights and obligations of such Lender hereunder; provided, however, that no written consent of the Company shall be required during the existence of a Default or in connection with any assignment and delegation by a Lender to another Lender or an Affiliate of such Lender; and (ii) except in connection with an assignment of all of a Lender’s rights and obligations with respect to its Commitment and Loan, any such assignment to any Person that is not a Lender hereunder shall be equal to or greater than $1,000,000. (ii) In the event of any interest such assignment, unless and until an assignment and assumption agreement (an “Assignment and Assumption”) and notice of assignment shall have been delivered by the assigning Lender and the assignee to the other Lenders and the Company (unless waived in writing by the Subordinate Indebtedness Agent and the Company), such assignee shall not be entitled to exercise the rights of a Lender under this Agreement and the other Loan Documents with respect to such assignment and the Company shall not be obligated to make payment of any amount to which such assignee may become entitled thereunder other than to the assigning Lender. Subject to satisfaction of the foregoing conditions in connection with any assignment, upon the effectiveness of such assignment the assignee shall be deemed a “Lender” for all purposes of this Agreement and the other Loan Documents with respect to the rights and obligations assigned to it, and the other Loan Documents with respect to the rights and obligations assigned to it, and the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under the Loan Documents. (iii) In connection with any partial assignment, upon the written request of the assigning Lender, the Agent, or the Subordinate Security assignee, (A) the Company shall execute and deliver substitute Notes to any person the assigning Lender or persons the assignee, dated the effective date of such assignment, setting forth the principal amount of the Loans held by such assigning Lender and assignee (after giving effect to the "Assignee"assignment), and containing other appropriate insertions, and the assigning Lender shall thereupon return the Note previously held by it; and (B) Schedule 1 shall be deemed amended to reflect the adjustment of the Commitments and Pro Rata Shares of the Lenders resulting therefrom. (iv) The Company agrees that no in connection with any such salegrant or assignment, transfer, assignment the Agent or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers Lender may deliver to the Senior prospective assignee financial statements and other relevant information relating to the Company. (v) The Agent or each Lender an assumption shall obtain from any such prospective assignee a confidentiality agreement directly with the Senior Lender pursuant to in which such Assignee assignee agrees to be bound by all an obligation of confidentiality substantially similar to the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeSection 9.08.

Assignment. The Subordinate Lender agrees that it This Agreement shall not sellbe assigned without the prior written consent of the Company, transferthe Subscriber and Borqs, and any assignment without such consent shall be null and void ab initio. Notwithstanding the foregoing, the Company and Borqs will not unreasonably withhold, delay or condition their consent to transfer and assign all or a proportion of the Subscriber’s obligations under this Agreement to an investor that is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or an institutional “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and who otherwise dispose is reasonably expected to be capable of satisfying the Subscriber’s obligations transferred to such assignee. Such assignee shall be entitled to receive a proportionate share of the Guarantee Escrow Shares based on the portion of the Subscriber’s obligations transferred to such assignee, as well as entitled to receive the rights and obligations of the Subscriber under the Registration Rights Agreement with respect to its Shares. Upon any interest such approved assignment by the Subscriber, such assignee shall be deemed to be the “Subscriber” under this Agreement (and the Registration Rights Agreement) with respect to the rights and obligations under this Agreement (and the Registration Rights Agreement) transferred to such assignee; provided, that each Subscriber shall be severally, and not jointly, liable for any breach of this Agreement or the Registration Rights Agreement. Notwithstanding the foregoing, in the Subordinate Indebtedness or event that an assignee does not fulfill its purchase obligations hereunder, the Subordinate Security original Subscriber shall be secondarily responsible for fulfilling such purchase obligations, and the original Subscriber shall (i) be permitted to any person or persons enforce this Agreement against such assignee on behalf of the Company, (ii) receive such defaulting assignee’s rights under this Agreement (including its share of the "Assignee"Guarantee Escrow Shares), and that no (iii) be entitled to seek any remedies against the defaulting assignee for such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant default to which such Assignee agrees to it or the Company may be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with entitled under this Agreement. The Senior Lender shall be required to act reasonably and , such assignment, at law or in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeequity.

Assignment. The Subordinate Lender agrees that Either party may, without relieving itself of its obligations under this Agreement, assign any of its rights hereunder to an entity with which it is affiliated, but otherwise no assignment of this Agreement or any of the rights or obligations hereunder shall be made unless there first shall have been obtained the consent thereto in writing of the other party, which consent shall not sellbe unreasonably withheld. Any successor-in-interest of Buyer or Seller shall be entitled to the rights and shall be subject to the obligations of its predecessor-in-interest under this Agreement. It is agreed, transferhowever, assign or otherwise dispose of any interest that the restrictions on assignment contained in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition this paragraph shall not in any way be effective unlessprevent either party to this Agreement from pledging, mortgaging or assigning its rights hereunder as security for its indebtedness. In connection with any such pledge, mortgage or assignment by Buyer, Seller will execute an appropriate consent to any such pledge, mortgage or assignment as reasonably requested by Buyer's lender. Any such consent will acknowledge, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rightseffect, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of that this Agreement has been registered duly authorized and is valid and enforceable against title Seller and that this Agreement is in full force and effect; that Seller will not agree to any amendment to this Agreement without the Property lender's approval in writing, which approval shall not be unreasonably withheld by the lender; that Seller will make all payments due to Buyer hereunder in accordance with the instructions of the lender; that Seller will not terminate this Agreement. The Senior Lender shall Agreement by reason of Buyer's default or by reason of force majeure, without giving the lender notice of default and notice of termination and the same opportunity to cure provided to Buyer under this Agreement (plus any longer period as may be required necessary, not to act reasonably and exceed one (1) month, if the lender in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security is endeavoring to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all obtain possession of the obligations of the Senior Lender hereunder Facility and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except pays Seller in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice terms of this Agreement have been registered against title during such period); that Seller will deliver to the Property lender a copy of each notice of default and notice of termination at the same time that such notice is delivered to Buyer; and that in accordance the event the lender exercises its rights under its loan documentation or partnership documentation with Buyer, Seller will accept performance by the lender or any successor or assign thereof, provided that the lender or any such successor or assign pays all sums then due to Seller hereunder and is also otherwise in compliance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees that it shall not sell(a) None of the Parties may assign this Sublicense Agreement, transferexcept as specifically permitted by this Section 14.5. (b) BMS may, without MPP’s or the Sublicensee’s consent, assign or otherwise dispose transfer any and all of any interest in the Subordinate Indebtedness or the Subordinate Security its rights and obligations under this Sublicense Agreement to any person Affiliate of BMS or persons to any Third Party (the "Assignee"including a successor in interest), provided however that such assignee or transferee agrees in a writing provided to MPP and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant Sublicensee to which assume such Assignee agrees transferred obligations and to be bound by the terms of this Sublicense Agreement. In the event of any such transfer of any or all of the terms and conditions hereof including without limitation BMS’s obligations under this Sublicense Agreement (or any or all of the obligations of any BMS Affiliate to which any of such obligations may have been transferred) to a Third Party, the Subordinate Lender hereunder assumption of such transferred obligations by such Third Party will constitute the release of BMS and affirms all its Affiliates from such obligations, and thereafter BMS and its Affiliates will have no further liability or responsibility to MPP, the Sublicensee and their Affiliates to which any of such obligations may have been transferred, the assumption or guarantee by such Third Party of the respective obligations under this Sublicense Agreement of such transferred BMS Affiliate will constitute the release of BMS from such obligations, and thereafter BMS will have no further liability or responsibility to MPP, the Sublicensee and its Affiliates in respect of such obligations. (c) The Sublicensee may not assign all or any part of its rights, remedies or delegate all or any part of its obligations, under this Sublicense Agreement without BMS’s and priorities set forth herein MPP’s prior written consent. (includingd) MPP may not assign all or any part of its rights, or delegate all or any part of its obligations, under this Sublicense Agreement without limitation, an express covenant from such Assignee against any further sale, transfer, BMS’s prior written consent. (e) Any assignment or other disposition except in accordance with this section); and a corresponding transfer in favour violation of the Assignee of foregoing will be null and void and wholly invalid, the assignee or transferee in any registered notice of this Agreement has been registered against title to such assignment or transfer will acquire no rights whatsoever, and the Property in accordance with this Agreement. The Senior Lender shall non-assigning non-transferring Party will not recognize, nor will it be required to act reasonably and in good faith in entering into any recognize, such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers transfer. (f) Subject to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all foregoing provisions of the obligations of the Senior Lender hereunder and affirms all of the respective rightsSection 14.5, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Sublicense Agreement have been registered against title will inure to the Property in accordance with this Agreement. The Subordinate Lender shall benefit of and be required to act reasonably binding on the Parties’ successors and in good faith in entering into any such assumption agreement with the Assigneeassigns.

Assignment. The Subordinate Lender agrees that it shall 12.2.1 This Agreement will not sellbe assigned by the Service Providers without the prior written consent of BPY, transfer, assign or otherwise dispose of any interest except in the Subordinate Indebtedness case of assignment by any of the Service Providers to an Affiliate or to a Person that is its successor by merger, amalgamation or acquisition of the Subordinate Security to any person business of the Service Provider, in which case the Affiliate or persons (successor will be bound under this Agreement and by the "Assignee")terms of the assignment in the same manner as such Service Provider is bound under this Agreement, and that no such sale, transfer, assignment or other disposition shall in any way be effective unlessand, in each case, such case: Service Provider and, if the assignee is not an Affiliate of Brookfield, Brookfield will be fully and forever released from all obligations arising under this Agreement with respect to such Assignee executes and delivers Service Provider other than those obligations that have arisen prior to such assignment taking effect. In addition, provided that the Service Providers provide prior written notice to the Senior Lender an assumption agreement directly Service Recipients for informational purposes only, nothing contained in this Agreement will preclude any pledge, hypothecation or other transfer or assignment of any of the Service Providers’ rights under this Agreement, including any amounts payable to the Service Providers under this Agreement, to a bona fide lender as security. In addition, nothing contained in this Section 12.2.1 will affect the Service Providers’ ability to enter into subcontracting and other arrangements pursuant to Section 2.4. 12.2.2 Notwithstanding Section 12.2.1, this Agreement will not be assigned (within the meaning of the Advisers Act) by any Service Provider that is registered with the Senior Lender pursuant SEC as an investment adviser without the prior written consent of BPY. 12.2.3 This Agreement will not be assigned by any of the Service Recipients without the prior written consent of the Service Providers, except in the case of assignment by a Service Recipient to a Person that is its successor by merger, amalgamation or acquisition of the business of the Service Recipient, in which such Assignee agrees to case the successor will be bound under this Agreement and by all the terms of the terms assignment in the same manner as the Service Recipient is bound under this Agreement, and, in each case, such Service Recipient will be fully and conditions hereof including without limitation forever released from all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from arising under this Agreement other than those obligations that have arisen prior to such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice taking effect. 12.2.4 Any purported assignment of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice violation of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall Section 12.2 will be required to act reasonably null and in good faith in entering into any such assumption agreement with the Assigneevoid.

Assignment. The Subordinate Lender agrees that it Contractor shall not sell, transfer, assign or otherwise dispose sublet the whole or any part of this Agreement or any interest funds accrued or to accrue under this Agreement without the prior written consent of Owner; any assignment or sublet without prior written consent or Owner shall be voidable at the election of Owner. Owner retains the right to refuse any and all assignments or subletting in Owner’s sole and absolute discretion. Any attempt to assign this Agreement in whole or in part without Owner’s prior written consent constitutes a material breach of this Agreement. CHANGES AND DELAYS Contractor shall not deviate from the Contract Documents except on written order of Owner, received by Contractor before beginning any deviation. Owner may make written changes in the Subordinate Indebtedness Contract Documents which may add to or deduct from the Subordinate Security Contract Work without invalidating this Agreement. All work outside the scope of the Contract Work to which Contractor is directed to perform by Owner or Owner’s authorized representative without an agreement as to the price for the work shall be preserved and resolved through the dispute resolution clause in Section 14 of this Agreement. Unless a written Construction Change Directive has been issued to Contractor by Owner directing that certain work be performed prior to agreement on extra compensation and/or time or in the event of a dispute as to whether the work is within the original Scope of Work, no extra compensation for extra work, materials or any person time extension shall be allowed unless a written Change Order has been signed by Owner, nor shall Contractor proceed with extra work without a written Change Order signed by Owner. Compensation for any work added by a Change Order shall be in accordance with unit prices, applicable add/alternate prices, a lump sum price, or persons (with the "Assignee")prior approval of Owner, shall be performed on a time and that no such salematerial basis with a detailed account of labor and material costs associated with the work. Recovery by Contractor for delays caused by Owner shall be limited to time extensions only as set forth in an executed Change Order. Contractor shall not be entitled to damages or compensation for any losses on account of delay from any cause whatsoever, transferincluding, assignment but not limited to, any act, neglect, omission, default or failure of performance by Owner or separate contractors, failure to obtain required materials, delay in obtaining permits, or other disposition conditions. Notwithstanding the above, the Owner at its sole option may consider an “equitable adjustment” for any claim by the Contractor for any delay caused by the Owner pursuant to this paragraph. It is understood that the Contractor has no claim for delay pursuant to this paragraph unless specifically agreed upon by the Owner at the Owner’s sole discretion and any claim for delay shall in any way be effective unless, in each such case: such Assignee executes and delivers presented to the Senior Lender an assumption agreement directly Owner in detail format itemizing the dollar amount of delay with necessary backup for the Senior Lender pursuant Owner’s consideration. If materials are not delivered promptly, Owner may expedite or substitute delivery of material to which such Assignee agrees be supplied by Contractor and back charge Contractor for any costs incurred. PROTECTION OF THE WORK AND EMPLOYEES; SUPERVISION AT THE PROJECT SITE Until the Contract Work is complete, Contractor shall effectively secure and protect the Contract Work and shall repair and/or replace all loss or damage to the Contract Work caused by the Contractor or anyone for whom Contractor is responsible. Following completion of the Contract Work, Contractor shall be bound by the warranty obligations of Contractor and its subcontractors and suppliers. Contractor shall at all times supply a sufficient number of skilled workers to perform the Contract Work in a timely and efficient manner. In addition. Contractor shall assign a competent person who shall supervise the performance of the terms Contract Work, be present at the Project Site at all times when Contract Work is being performed, and conditions hereof including without limitation all act as Contractor's representative at the Project Site for the purposes of coordinating Contractor’s activities with those of the obligations Owner and others at the Project Site. BREACH AND REMEDIES Contractor shall be deemed to be in material breach of this Agreement if Contractor: (i) fails to perform the Subordinate Lender hereunder and affirms all Contract Work in strict accordance with the Contract Documents or task order; (ii) fails to provide competent supervision or a sufficient number of the respective rightsproperly skilled workers; (iii) fails to supply sufficient material or equipment of proper quality; (iv) fails to correct nonconforming or defective work promptly; (v) fails to perform any terms of this Agreement; (vi) is unable to meet its debts or fails to pay promptly for labor, remedies and priorities set forth herein material or other obligations; (vii) becomes financially insecure; (viii) disregards any law, including, without limitation, an express covenant from such Assignee against the Environmental Laws (as defined in Section 8.5), rules, regulations or ordinances applicable to the Contract Work; (ix) by negligent act or omission causes delay or interference with Owner or separate contractors; (x) assigns this Agreement for any further sale, transfer, assignment reason without the prior written consent of Owner; or other disposition except (xi) performs or fails to perform any act the commission or omission of which is defined elsewhere in accordance with this section); and the Contract Documents as a corresponding transfer in favour of the Assignee of any registered notice material breach of this Agreement has been registered against title or which would constitute a material breach at common law. In the event of Contractor's breach, Owner shall have the following remedies in addition to any other remedies available at law or in equity: Upon five (5) days’ written notice to Contractor, Owner may declare Contractor in breach of this Agreement subject to the Property Contractor’s right to cure, and after such time, the Owner may (i) terminate the Agreement; (ii) after termination, employ one or more other contractors to complete the Contract Work; (iii) complete the Contract Work with its own forces; or (iv) employ some combination of the foregoing to complete the Contract Work. Upon Contractor’s breach, Contractor shall assign all material, equipment, tools, services, and supplies, and all of Contractor's agreements and supply contracts to Owner for the purpose of assisting Owner’s completion of the Contract Work by any of the foregoing means. Equipment and tools left on the Project Site subject to a security or rental agreement shall be returned to Contractor. Equipment or tools owned outright by Contractor left on the Project Site may be assigned to Owner upon the termination of this Agreement resulting from Contractor’s breach of the Contract Documents for use to complete the Project. Contractor shall remain liable to Owner for all costs incurred by Contractor in accordance with completing the Contract Work caused by Contractor’s breach of the terms of this Agreement. The Senior Lender If Contractor breaches this Agreement, Contractor shall not be entitled to any further payments for Contract Work not completed until the Contract Work has been completed and accepted by Owner and all above-described expenses have been paid by Contractor to Owner. Contractor shall be required liable to act reasonably Owner for all costs of completion of the Contract Work that exceed the balance due under this Agreement, and in good faith in entering into any such assumption agreement with the AssigneeContractor shall promptly pay all valid amounts owed to Owner upon demand. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest Owner will be in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice breach of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into default if any such assumption agreement with of the Assigneefollowing events occur: Owner fails or refuses to pay on time (generally within 60 days of acceptance of Payment Application) any monies due under the Contract Documents; Owner fails or refuses to perform any obligation required under the Contract Documents; Owner makes any assignment for the benefit of creditors or files any petition under any bankruptcy or debtor-relief law.

Assignment. The Subordinate Lender agrees that it Except as provided in this Clause Fifth and in Clause 7.2, the rights and obligations under this Agreement shall not sellbe assignable by any of the Parties hereto, transferexcept with the prior written consent (i) of LandCo (with respect to any such assignment by any of the Beneficiaries) or (ii) the Beneficiaries holding a majority of the Beneficiary Rights (with respect to any such assignment by LandCo). The rights and obligations of LandCo may be assigned to LandCo Alternative as provided below, as long as (a) the Bondholders have not previously made a Firm Backstop Commitment before the maturity of the Exclusivity Period shall have expired, or (b) the Company accepts any Alternative Commitment (as such term is defined on the Plan Support Agreement and its Exhibits) without breaching any of its obligations under the Exclusivity Agreement. Any of the Beneficiaries may assign its rights and obligations under this Agreement to any of its affiliates (in the case of BoNY, the assignment shall be made in favor of Banorte, Sólida and/or any of its subsidiaries). The assignment of rights and obligations of LandCo or otherwise dispose of any interest in of the Subordinate Indebtedness or Beneficiaries shall be subject to the Subordinate Security to any person or persons following requirements: (the "Assignee")i) that such assignee agrees, and that no such sale, transfer, assignment or other disposition shall in any way be effective unlesspreviously, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees writing to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title and to be a Party hereto for all purposes of this Agreement, by executing and delivering to the Property counterparties, as a condition precedent to the effectiveness of such assignment, an original signature page to this Agreement and a copy of the powers of attorney of its attorney-in-fact; and (ii) additionally, in accordance with this Agreement. The Senior Lender the event of assignment of rights and obligations of LandCo to Alternative LandCo, the operation shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers subject to the Subordinate Lender an assumption agreement directly with condition precedent that the Subordinate Lender pursuant to which such Assignee agrees to be bound by all Beneficiaries receive a certification from the Secretary of the obligations Board of Directors of Alternative LandCo regarding the shareholder distribution of Alternative LandCo. In the event that, by any event, this Agreement is terminated prior to the occurrence of the Senior Lender hereunder and affirms all Closing Date, as from the date of termination of the respective rightsAgreement, remedies the Beneficiaries shall have full availability of the Rights and priorities set forth herein (includingObligations of the Trust, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); kind of liability and corresponding transfers in favour without the obligation of the Assignee giving any kind of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneenotice.

Assignment. The Subordinate Lender agrees that it shall not (a) Borrower does hereby bargain, sell, transferassign and set over unto Lender, assign or otherwise dispose all of any Borrower’s interest in the Subordinate Indebtedness Leases and Rents. The assignment of Leases and Rents in this Section 7.01 is an absolute, unconditional and present assignment from Borrower to Lender and not an assignment for security and the existence or the Subordinate Security exercise of Borrower’s revocable license to collect Rent shall not operate to subordinate this assignment to any person subsequent assignment. The exercise by Lender of any of its rights or persons remedies pursuant to this Section 7.01 shall not be deemed to make Lender a mortgagee-in-possession. In addition to the provisions of this Article VII, Borrower shall comply with all terms, provisions and conditions of the Assignment. (b) So long as there shall exist and be continuing no Event of Default, Borrower shall have a revocable license to take all actions with respect to all Leases and Rents, present and future, including the "Assignee")right to collect and use the Rents, subject to the terms of this Security Instrument and the Assignment. (c) In a separate instrument Borrower shall, as requested from time to time by Lender, assign to Lender or its nominee by specific or general assignment, any and all Leases, such assignments to be in form and content reasonably acceptable to Lender, but subject to the provisions of Section 7.01(a) and (b) hereof. Borrower agrees to deliver to Lender, within thirty (30) days after Lender’s request, a true and complete copy of every Lease. (d) The rights of Lender contained in this Article VII, the Assignment or any other assignment of any Lease shall not result in any obligation or liability of Lender to Borrower or any lessee under a Lease or any party claiming through any such lessee. (e) At any time during the continuance of an Event of Default, the license granted hereinabove may be revoked by Lender, and that no such sale, transfer, assignment Lender or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except a receiver appointed in accordance with this section); Security Instrument may enter upon the Property, and a corresponding transfer in favour collect, retain and apply the Rents toward payment of the Assignee of any registered notice of this Agreement has been registered against title to the Property Debt in accordance with this Agreement. The Senior such priority and proportions as Lender in its sole discretion shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneedeem proper.

Assignment. The Subordinate Lender agrees that it shall not (a) Borrower does hereby bargain, sell, transferassign and set over unto Lender, assign or otherwise dispose all of any Borrower’s interest in the Subordinate Indebtedness Leases and Rents. The assignment of Leases and Rents in this Section 7.01 is an absolute, unconditional and present assignment from Borrower to Lender and not an assignment for security and the existence or the Subordinate Security exercise of Borrower’s revocable license to collect Rent shall not operate to subordinate this assignment to any person subsequent assignment. The exercise by Lender of any of its rights or persons remedies pursuant to this Section 7.01 shall not be deemed to make Lender a mortgagee-in-possession. In addition to the provisions of this Article VII, Borrower shall comply with all terms, provisions and conditions of the Assignment. (b) So long as there shall exist and be continuing no Event of Default, Borrower shall have a revocable license to take all actions with respect to all Leases and Rents, present and future, including the "Assignee")right to collect and use the Rents, subject to the terms of this Security Instrument and the Assignment. (c) In a separate instrument Borrower shall, as requested from time to time by Lender, assign to Lender or its nominee by specific or general assignment, any and all Leases, such assignments to be in form and content reasonably acceptable to Lender, but subject to the provisions of Section 7.01(a) and (b) hereof. Borrower agrees to deliver to Lender, within thirty (30) days after Lender’s request, a true and complete copy of every Lease. (d) The rights of Lender contained in this Article VII, the Assignment or any other assignment of any Lease shall not result in any obligation or liability of Lender to Borrower or any lessee under a Lease or any party claiming through any such lessee. (e) At any time during the continuance of an Event of Default, the license granted hereinabove may be revoked by Lender, and that no such sale, transfer, assignment Lender or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except a receiver appointed in accordance with this section); Security Instrument may enter upon the Property, and a corresponding transfer in favour collect, retain and apply the Rents toward payment of the Assignee Debt in such priority and proportions as Lender in its sole discretion shall deem proper. (f) In addition to the rights which Lender may have herein, during the continuance of any registered notice Event of this Agreement has been registered against title Default, Lender, at its option, may require Borrower to pay monthly in advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Property in accordance with this Agreement. The Senior as may be used and occupied by Borrower and may require Borrower to vacate and surrender possession of the Property to Lender shall be required or to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unlessreceiver and, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to default thereof, Borrower may be bound evicted by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment summary proceedings or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeotherwise.

Assignment. The Subordinate Lender agrees that it shall not sell, transfer, assign or otherwise dispose Assignor by way of any interest in first fixed security for the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), performance and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all discharge of the terms Secured Obligations, hereby assigns to and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee Assignee: (a) all of its right, title, interest and benefit, existing now or in the future, in, to, under or in respect of the Applicable Authorised Participant Agreement; and (b) all other rights, moneys and property whatsoever which may from time to time be derived from or accrue with respect to the Applicable Authorised Participant Agreement including: (i) all of its rights to receive payment of any registered notice of this Agreement has been registered against title amounts which may become payable to it pursuant to the Property in accordance Applicable Authorised Participant Agreement or with this respect to such Applicable Authorised Participant Agreement. The Senior Lender shall be ; (ii) all amounts due, payable and properly received by it pursuant to such Applicable Authorised Participant Agreement; (iii) all its rights to serve notices and/or make demands pursuant to such Applicable Authorised Participant Agreement and/or to take such steps as are required to act reasonably cause payments to become due and payable pursuant to or with respect to such Applicable Authorised Participant Agreement; (iv) all of its rights of action in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose respect of any interest breach of such Applicable Authorised Participant Agreement; and (v) all of its rights to receive damages or obtain other relief in respect of such Applicable Authorised Participant Agreement, together, the Senior Indebtedness or the Senior Security “Assigned Property”; provided that such assignment by way of security shall take effect subject to any Assignee, and no contractual set-off expressly permitted under the Applicable Authorised Participant Agreement between amounts payable under such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Applicable Authorised Participant Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Following the Effective Date any Lender agrees that it shall not sell, transfer, may assign all or otherwise dispose any part of any its Commitment and its interest in the Subordinate Indebtedness Outstandings to one or more Assignees upon payment by the Subordinate Security assigning Lender to the Administration Agent of a fee of Cdn.$3,500 for each occurrence, provided that a Lender may not assign all or any person or persons (part of its Commitment under one of the "Credit Facilities unless such Lender also assigns a pro-rata amount of its Commitment under the other Credit Facility to the same Assignee"). Any such assignment shall be subject to the approval of the Borrowers, and such approval not to be unreasonably withheld, provided that no such sale, transfer, assignment approval shall be required during the continuance of a Default or other disposition an Event of Default. Such Lender shall in any way be effective unless, in each such case: such Assignee executes and delivers deliver to the Senior Borrowers and the Administration Agent a Lender an assumption agreement directly with Assignment Agreement executed by the Senior Lender pursuant to Assignee, the Borrowers and the Administration Agent, under which such the Assignee assumes the obligations and agrees to be bound by all of the terms and conditions hereof including without limitation of this Agreement, all as if such Assignee had been an original party hereto. Upon any such assignment and such assumption of the obligations of the Subordinate Lender by an Assignee, the assigning Lender and the Borrowers shall be mutually released from their respective obligations hereunder to the extent of such assignment and affirms all assumption and shall thenceforth have no liability or obligations to each other to such extent, except in respect of matters which have arisen prior to such assignment. A Lender may, on notice to the Borrowers as to the recipient, deliver a copy of any financial statement or any other information relating to the business, assets or condition (financial or otherwise) of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from Borrowers which may be furnished to it under this Agreement or otherwise to any Assignee or any prospective Assignee to the extent reasonably required by such Assignee against any further sale, transfer, assignment in connection with its interest or other disposition except in accordance with this section); and a corresponding transfer in favour the proposed acquisition of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any an interest in the Senior Indebtedness Credit Facilities. All such Assignees or prospective Assignees shall agree to maintain the Senior Security to any Assignee, and no confidential nature of such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeinformation.

Assignment. The Subordinate Lender agrees Architect/Engineer hereby expressly assigns to Owner, without reservation except that it shall not sellwhich is expressly allowed in this Article, transferall of Architect/Engineer’s right, assign or otherwise dispose of any title and interest in and to all Work Product, including all patent, copyright, trademark, trade secret, design and other proprietary rights that may now or in the Subordinate Indebtedness future exist therein or the Subordinate Security to appurtenant thereto, whether in oral, written graphic, electronic, machine readable, human readable or any person other form and in whatsoever medium now known or persons (the "Assignee")hereinafter developed, and that no such saleall copies of the foregoing and all information, transferdata and knowledge incorporating, assignment based upon or other disposition derived from the foregoing. ALL WORK PRODUCT SHALL BE AND AT ALL TIMES SHALL REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF OWNER. All Work Product shall in any way be effective unlessbe, where applicable, considered “works made for hire” as provided by applicable laws. Owner, in each such case: such Assignee executes and delivers return, hereby grants Architect/Engineer a revocable, nonexclusive license to reproduce the Senior Lender an assumption agreement Work Product for purposes relating directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all Architect/Engineer’s performance of the terms services under this Agreement and conditions hereof including without limitation all for Architect/Engineer’s archival records. This nonexclusive license shall terminate automatically upon the occurrence of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and either a corresponding transfer in favour of the Assignee of any registered notice breach of this Agreement has been registered against title to the Property in accordance with by Architect/Engineer or upon termination of this Agreement. The Senior Lender This nonexclusive license is granted to Architect/Engineer alone and shall not be required assigned by the Architect/Engineer to act reasonably and any other person or entity, except that the nonexclusive license granted in good faith in entering into any such assumption agreement this Agreement to Architect/Engineer for purposes of Architect/Engineer’s performance under this Agreement may be sub-licensed to Architect/Engineer’s consultants (with the Assigneesame limitations). The Senior Lender agrees Subject to the foregoing, this nonexclusive license shall terminate automatically upon an attempted assignment of this license in violation of this Section. Architect/Engineer will mark all Work Product with Owner’s copyright or other proprietary notice and will take all actions deemed necessary by Owner to protect Owner’s rights therein. In the event that it any Work Product is ever deemed not to constitute works made for hire, or in the event that Architect/Engineer is ever deemed, by operation of law or otherwise, to retain any rights in or to any Work Product, Architect/Engineer shall not sellpromptly assign all of Architect/Engineer’s right, transfer, assign or otherwise dispose of any title and interest in and to such Work Product to Owner. Architect/Engineer shall execute any documents of assignment or registration of proprietary or other rights requested by Owner and will perform any and all further acts deemed necessary or desirable by Owner in order to confirm or enforce the Senior Indebtedness or the Senior Security rights herein granted and assigned by Architect/Engineer to any AssigneeOwner, and no should Architect/Engineer fail to do so upon Owner’s request, Architect/Engineer hereby expressly authorizes Owner and its agents and/or representatives to execute all such saledocuments in Architect/Engineer’s name and on Architect/Engineer’s behalf, transferand make appropriate disposition of them, including filing and/or recording such documents in appropriate governmental or administrative offices anywhere throughout the world. Owner’s obligation to pay Architect/Engineer is expressly conditioned upon Architect/Engineer obtaining a valid written assignment or other disposition shall of all right, title and interest from Architect/Engineer’s consultants as to their respective Work Product in any way be effective unlessterms identical to those that obligate Architect/Engineer to Owner as expressed in this Section, in each such case: such Assignee executes which right, title and delivers interest Architect/Engineer hereby assigns to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeOwner.

Assignment. The Subordinate Lender agrees that it shall not sell(a) Neither this Agreement nor any rights, transferduties, assign interests or obligations hereunder may be assigned, transferred, pledged or otherwise dispose encumbered or disposed of, by operation of law or otherwise without the prior written consent of the other Party; except that (i) ▇▇▇▇▇▇▇▇, at any interest in time after reasonable advance notice to Seller and without the Subordinate Indebtedness consent of Seller, may assign this Agreement and any of its rights, interests, duties or the Subordinate Security obligations hereunder to any person Affiliate of ▇▇▇▇▇▇▇▇ or persons (the "Assignee")any other entity, provided that such Affiliate of ▇▇▇▇▇▇▇▇ or such other entity's long term unsecured debt at such time is rated Investment Grade by Standard & Poor's and ▇▇▇▇▇'▇ or that no such sale, transfer, assignment Affiliate of ▇▇▇▇▇▇▇▇ or such other disposition entity's obligations under this Agreement are guaranteed by an Affiliate whose long term unsecured debt at such time is rated Investment Grade by Standard & Poor's and ▇▇▇▇▇'▇ and so long as any assignee shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees agree to be bound by all of the terms and conditions hereof including to the same extent as ▇▇▇▇▇▇▇▇; (ii) Seller, at any time, and from time to time, after reasonable advance notice to ▇▇▇▇▇▇▇▇ and without limitation the consent of ▇▇▇▇▇▇▇▇, may assign this Agreement and any of its rights, interests, duties or obligations hereunder as collateral security to any Lender so long as the assignee shall agree to be bound by all of the terms and conditions hereof to the same extent as Seller in the event the Lender exercises its rights under such assignment; and (iii) Seller shall have the right at any time without the consent of ▇▇▇▇▇▇▇▇ to assign this Agreement and its rights, interests, duties and obligations hereunder to any Affiliate, provided that such Affiliate assumes in writing all of the obligations and duties of the Subordinate Lender Seller hereunder and affirms all the guaranty/security required pursuant to Section 19.2 remains in effect. This Agreement shall inure to the benefit of and bind the respective rightsparties hereto, remedies and priorities set forth herein including any permitted assignee or successor. (includingb) Except as otherwise specified in this Article XXII, without limitation, an express covenant from such Assignee against any further sale, transfer, no assignment or other disposition except of rights hereunder shall (i) relieve or in accordance with this section); any way discharge Seller or ▇▇▇▇▇▇▇▇ from the performance of their respective obligations and a corresponding transfer in favour of the Assignee of any registered notice of liabilities under this Agreement has been registered against title to the Property in accordance with or (ii) alter, amend, diminish or otherwise impair ▇▇▇▇▇▇▇▇' or Seller's rights under this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender . SECTION 22.2 Seller hereby agrees that it shall not sell, transfer, assign assign, lease or otherwise dispose of the Facility or any substantial portion thereof or interest in the Senior Indebtedness or the Senior Security therein necessary to perform Seller's obligations hereunder to any AssigneePerson that is a FERC authorized power marketer or an Affiliate of such an entity without the prior written consent of ▇▇▇▇▇▇▇▇, and no such salewhich consent shall not be unreasonably withheld. SECTION 22.3 Except as specifically provided for in this Article XXII, transfer, any assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice transfer of this Agreement have been registered against title or any rights, duties or interests hereunder or any disposition of the Facility or any portion thereof or interest therein by any Party without the written consent of the other Party as provided herein shall be void and of no force or effect. SECTION 22.4 Each Party shall reimburse the other for the reasonable costs and expenses (including reasonable legal fees and expenses) incurred in connection with a Party's agreement to review, execute and deliver any instruments, agreements or documents that may be used in connection with any assignment requested by a Party or otherwise permitted hereunder. SECTION 22.5 ▇▇▇▇▇▇▇▇ hereby acknowledges that AES Ironwood, Inc., a Delaware corporation and a party to the Property Original PPA, has assigned all of its right, title and interest in accordance and to the Original PPA to Seller. ▇▇▇▇▇▇▇▇ hereby consents to that assignment and releases AES Ironwood, Inc. from any and all obligations and liabilities with respect to the Original PPA and this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees In the event that it a Designated Event shall not sellhave occurred and is then continuing and the Trust has notified GMAC in writing of such occurrence and continuance and has provided evidence reasonably satisfactory to GMAC that a Designated Event has occurred and is then continuing, transfereach of the following shall automatically occur on the Assignment Date: (a) Each Primary Swap Transaction shall be assigned by the Primary Swap Counterparty to GMAC and GMAC shall accede to all of the rights and obligations of the Primary Swap Counterparty under each such Primary Swap Transaction; provided, assign however, that upon such assignment, each such transaction shall be evidenced by a Fallback Confirmation and shall be governed by the terms of the Fallback Swap Agreement (including rights, title and interests and liabilities, obligations and duties accruing prior to the Assignment Date) and, except as expressly provided in this paragraph (a) and paragraph (b) below, on and at all times following the Assignment Date, the Primary Swap Agreement and each Primary Swap Transaction thereunder shall terminate and neither the Trust nor the Primary Swap Counterparty shall have any rights, liabilities, obligations or otherwise dispose duties thereunder, including, without limitation payment obligations of any interest kind. In connection with the foregoing, in the Subordinate Indebtedness or event that there are Delinquent Payments under the Subordinate Security Primary Swap Transaction, GMAC shall promptly (and in any event no later than the next Business Day) make the full amount of such Delinquent Payments to any person or persons the Trust (but only to the extent that GMAC has not made a corresponding payment under the Fallback Swap Agreement). (b) In connection with the assignment of the Primary Swap Agreement to GMAC pursuant to Section 2.01(a) above, a payment (the "AssigneeAssignment Payment") shall be due, either to the Primary Swap Counterparty by GMAC or to GMAC by the Primary Swap Counterparty, which payment shall equal (A) the sum of the Settlement Amount (as determined by GMAC (on behalf of the Trust)) in respect of the Primary Swap Agreement and the Assignment Currency Equivalent of the Unpaid Amounts owing to the Trust by the Primary Swap Counterparty under the Primary Swap Agreement (without giving effect to any Delinquent Payments made by GMAC) less (B) the Assignment Currency Equivalent of the Unpaid Amounts owing by the Trust to the Primary Swap Counterparty under the Primary Swap Agreement. If that amount is a positive number, the Primary Swap Counterparty shall pay it to GMAC; if it is a negative number, GMAC shall pay the absolute value of that amount to the Primary Swap Counterparty. The amount of the Assignment Payment determined as being due as a result of the assignment shall be payable within five Business Days following the Assignment Date. (c) The Back-to-Back Swap Transaction shall be terminated on and as of the Assignment Date . For the purposes thereof, the Assignment Date shall be deemed to be an Early Termination Date for the Back-to-Back Swap Transaction and the Primary Swap Counterparty shall be deemed to be the Affected Party and the payment in respect of the termination of the Back-to-Back Swap shall be determined in accordance with the provisions of Section 6(e)(ii)(1) (the "Back-to-Back Early Termination Payment"). If, and that no either GMAC or the Primary Swap Counterparty (such saleparty in such capacity, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers the "Post Assignment Payor") has made payments to the Senior Lender an assumption agreement directly with other party (such party in such capacity, the Senior Lender pursuant to which such Assignee "Post Assignment Payee") under the Back-to-Back Swap Agreement in respect of amounts accruing on or after the Assignment Date, other than the Back-to-Back Early Termination Payment, the Post Assignment Payee agrees to be bound by reimburse the Post Assignment Payor in an amount equal to the full amount of any such payments. If, prior to the Assignment Date, GMAC or the Primary Swap Counterparty (such party in such capacity, the "Pre Assignment Payor") has not made all or any part of the terms and conditions hereof payments required to be made by it to the other party (such party in such capacity, the "Pre Assignment Payee") under the Back-to-Back Swap Agreement, the Pre Assignment Payor agrees to pay, without duplication of any termination payment (including without limitation all any Unpaid Amount as defined in the Back-to-Back Swap Agreement) that may become due to the Pre Assignment Payee as of the Assignment Date, an amount equal to the full amount of any such payments. (d) Upon (i) the effectiveness of the Fallback Swap Agreement and (ii) the payment by GMAC to the Trust in a timely fashion of all Delinquent Payments, if any, (x) the Event of Default or Termination Event under the Primary Swap Agreement constituting such Designated Event, if any, shall be deemed to be cured on and as of the Assignment Date for purposes of establishing the rights and obligations of the Subordinate Lender hereunder parties under the Fallback Swap Agreement, and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest y) no Early Termination Date (as defined in the Senior Indebtedness or the Senior Security to any Assignee, and no Primary Swap Agreement) may be designated as a result of such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeDesignated Event.

Assignment. The Subordinate Lender agrees that it shall not sell, transfer, assign or otherwise dispose of Neither this Assignment nor the Availability Agreement nor any interest herein or therein may be assigned, transferred or encumbered by any of the parties hereto or thereto, except transfer or assignment by the Trustee to its successors in accordance with Article Ten of the Restated Mortgage, except as otherwise provided in Article I hereof and except that (i) in the Subordinate Indebtedness event that any Affiliate Operating Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Assignment and the Availability Agreement shall be transferred by such Affiliate Operating Company to and shall be binding upon the corporation resulting from such consolidation or merger or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment corporation or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant person to which such Assignee agrees transfer is made and, as a condition to such consolidation, merger or other transfer, such succeeding corporation or other person shall be bound by substituted for such Affiliate Operating Company and shall deliver to the Company and the Trustee a written assumption, in form and substance satisfactory to the Trustee, of such Affiliate Operating Company’s obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the effect that such instrument of transfer complies with the requirements hereof and thereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person; (ii) any Affiliate Operating Company may assign to one or more other Affiliate Operating Companies its obligations and liabilities under the Availability Agreement and this Assignment; provided that such Affiliate Operating Company or Companies shall assume and succeed to such obligations and liabilities under the Availability Agreement and this Assignment, be substituted for such assigning Affiliate Operating Company and such assuming Affiliate Operating Company or Companies shall deliver to the Company and the Trustee a written assumption, in form and substance satisfactory to the Trustee, of such assigning Affiliate Operating Company’s obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the effect that such instrument of transfer complies with the requirements hereof and thereof and constitutes a valid, legally binding and enforceable obligation of such assuming Affiliate Operating Company or Companies; and (iii) in the event that the Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Assignment and the terms Availability Agreement shall be transferred by the Company to and conditions hereof including without limitation all of shall be binding upon the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant corporation resulting from such Assignee against any further sale, transfer, assignment consolidation or merger or the corporation or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant person to which such Assignee agrees transfer is made and, as a condition to such consolidation, merger or other transfer, such succeeding corporation or other person shall be bound by all substituted for the Company and shall deliver to the Trustee a written assumption, in form and substance satisfactory to the Trustee, of the Company’s obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the Senior Lender hereunder effect that such instrument of transfer complies with the requirements hereof and affirms all thereof and constitutes a valid, legally binding and enforceable obligation of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment corporation or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeperson.

Assignment. The Subordinate Lender agrees that it shall not sell(a) No (i) Licensee may assign or otherwise transfer a License Agreement, transferor any of its rights, interests or obligations thereunder, without the prior written consent of the Licensor(s) under such License Agreement, and (ii) Licensor may, with respect to any Licensee under a License Agreement, assign or otherwise dispose transfer such License Agreement, or any of its rights, interests or obligations thereunder, without the prior written consent of such Licensee under such License Agreement, except, in each case, that any interest Party may assign or otherwise transfer any or all of the foregoing to an Affiliate of such Party or in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee")connection with a merger, and that no such sale, transfer, assignment transfer or other disposition shall in any way be effective unless, in each of all or substantially all of the portion of such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant party’s business to which such Assignee agrees the License Agreement relates. (b) In the event that an Affiliate of a Licensee ceases to be bound by all an Affiliate of such Licensee (such Affiliate, a “Divested Affiliate”), any sublicenses to such Divested Affiliate under any License Agreement will, subject to the terms and conditions hereof including without limitation all of the obligations applicable sublicense agreement by which the Divested Affiliate received its sublicense (each, a “Sublicense Agreement”), continue for the term of the Subordinate Lender hereunder and affirms all License Grant to the Licensee that granted the sublicense to the Divested Affiliate (the “Granting Licensee”); provided, that, notwithstanding any broader sublicense grant by the Granting Licensee to the Divested Affiliated under such Sublicense Agreement, following the divestiture of the respective rightsDivested Affiliate (a “Divestiture”): (i) the scope of use under such sublicense shall be no broader than the businesses in which the Divested Affiliate is either (1) engaged as of the Divestiture or (2) expected, remedies as of the effective date of the Divestiture, to be engaged pursuant to bona fide, written business plans (and priorities without restriction on the volume of use within that scope of use), and (ii) if such sublicense includes the right to further sublicense the Licensed Materials, the Divested Affiliate may only grant sublicenses within the scope of use set forth herein in Section 6.1(b)(i). (includingc) Divested Affiliates shall continue to receive any applicable Maintenance and Support that such Divested Affiliates were receiving prior to the Divestiture, under the then-current terms and conditions by which the Granting Licensee receives such Maintenance and Support (without limitationadditional payments), an express covenant for a transition period equal to the shorter of: (i) one (1) year from the date of such Assignee against any further saleDivested Affiliate’s Divestiture, transferunless the Divested Affiliate is GTA (or its successor), in which case five (5) years from the date of GTA’s Divestiture, and (ii) the period of time for which the Granting Licensee is entitled to receive Maintenance and Support under the applicable License Agreement (a “Transition Period”). With respect to such Maintenance and Support that continues during a Transition Period, unless and to the extent that the applicable Divested Affiliate notifies the applicable Licensor to the contrary in writing, the applicable Licensor and the applicable Divested Affiliate shall use good faith efforts to agree, at least sixty (60) days prior to the end of the Transition Period, upon commercially reasonable terms (including pricing terms) for such Divested Affiliate’s continued receipt of Maintenance and Support following the foregoing period. (d) Any assignment or other disposition except in accordance with this section); and a corresponding transfer in favour violation of the Assignee of any registered notice of foregoing in this Section 6.1 shall be void. Subject to the foregoing, this Agreement has been registered against title will be binding upon, inure to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assigneebenefit of, and no such salebe enforceable by, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes the Parties and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder their respective successors and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeassigns.

Assignment. The Subordinate Lender agrees that it shall not sell(a) LESSEE WILL NOT SUBLEASE OR LEND ANY ITEM OR SELL ASSIGN, TRANSFER OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTERESTS IN THE EQUIPMENT OR ANY LEASE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Lessor's consent to an assignment, sublease, transfer, assign sale or otherwise dispose of grant in any interest in the Subordinate Indebtedness one or the Subordinate Security more instances shall not impose any obligation upon Lessor to consent to any person other or persons (the "Assignee")further assignments. Lessor's consent to an assignment, and that no such salesublease, transfer, assignment sale or other disposition grant shall in not release Lessee from any way be effective unless, in each such case: such Assignee executes and delivers obligations with respect to the Senior Lender an assumption agreement directly with Lease unless expressly so stated in the Senior Lender written consent. (b) All rights of Lessor hereunder may be assigned, pledged, mortgaged, transferred or otherwise disposed of, either in whole or in part, without notice to Lessee but subject always to the rights of Lessee under this Lease. If Lessee is given notice of any such assignment, Lessee shall acknowledge receipt thereof in writing. If Lessor assigns this Agreement or any Lease or the rent due or to become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant to which any other agreement between Lessor and Lessee shall excuse performance by Lessee of any provision hereof or give rise to any defense, counterclaim or set off with respect to Lessee's obligations under the Lease, it being understood that in the event of such Assignee agrees default or breach by Lessor that Lessee shall pursue any rights on account thereof solely against Lessor through a claim for damages. No such assignee shall be obligated to perform any duty, covenant or condition required to be bound performed by all of Lessor under the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees that it shall Except as expressly provided in this Section 23.4 and Section 23.2, Tenant may not sell, transfer, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein this Lease (including, without limitation, an express covenant from upon a Change of Control of Tenant as provided in Section 23.2) without the written consent of Landlord, which consent may not be unreasonably withheld or delayed. Landlord may base its consent, among other criteria, on the experience, creditworthiness and reputation of the assignee or its Affiliates. If Tenant desires at any time to assign this Lease, it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord: (i) the name of the proposed assignee; (ii) the terms and provisions of the proposed assignment; and (iii) such Assignee against financial information as Landlord reasonably may request concerning the proposed assignee. Except as provided in Section 23.4.3 below, any further sale, transfer, assignment by Tenant of this Lease shall be solely of Tenant's entire interest in and under this Lease. The consent by Landlord to any assignment shall not constitute a consent to any subsequent or successive assignment by the assignee. Any purported assignment or other disposition except transfer of all or any portion of Tenant's interest in this Lease in contravention of this Section 23.4 shall be void and, at the option of Landlord, shall terminate this Lease." The following shall be added to the end of Section 23.4.7: "Notwithstanding the foregoing, Tenant and any guarantor of Tenant's obligations shall be fully released from their obligations under and with respect to this Lease in the event of an assignment of this Lease that satisfies the following conditions (i) the assignee or its affiliates owns, operates or manages hospitals, assisted living facilities or nursing homes (ii) the assignee or any proposed substitute guarantor of this Lease has sufficient creditworthiness in the reasonable judgment of Landlord, and (iii) Landlord has consented to the assignment in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice consent standards of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeLease."

Assignment. It is hereby mutually agreed and declared by the Lender and the Borrower/s as follows:- 7.1 The Subordinate Lender agrees that it shall not be entitled to sell, assign, securitize or transfer, assign or otherwise dispose the Lender’s rights and obligations hereunder including any security created by the Borrower/s for securing any of his obligation hereunder(including, without limitation, any interest that the Lender may have in any underlying asset that is the Subordinate Indebtedness or the Subordinate Security subject of this contract), to any person Bank/FI/Entity of the Lender’s choice in whole or persons (in part and in such manner and or such terms as the "Assignee")Lender may decide(including reserving the right of the Lender to retain its power hereunder to proceed against the Borrower/s Guarantor on behalf of the purchaser, assignee or transferee) and that no the consent of the Borrower/s to such sale, transferassignment, assignment securitization or other disposition transfer is hereby given and any notice in this regard to Borrower/s is hereby waived by the Borrower/s. Any such sale, assignment, securitization or transfer shall in any way conclusively bind the Borrower/s and the Borrower/s shall treat such assignee as if such assignee were the Lender of the Borrower/s. 7.2 The Borrower/s shall not be effective unless, in each such case: such Assignee executes and delivers entitled to the Senior Lender an assumption agreement directly with or indirectly assign his rights or obligations under this Agreement or under the Senior Lender pursuant Existing Agreement in part or in whole to which such Assignee agrees to be bound by all any person. Both the parties understand, agree and take record of the terms fact that the Lender has approached Bank/ FI for financing of the transaction herein, which the Bank/FI have agreed subject, inter all, to the conditions as follows:- a) that in the installments payable hereunder shall be paid by the Borrower/s directly to the Bank/FI or its agents(s), If so required by the Bank/FI and conditions hereof including without limitation all this should be treated as valid discharge of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with Borrower/s under this Agreement. The Senior CB b) that in the event of the Borrower/s failing to do so, the Bank/FI shall have against the Borrower/s, all the rights, which the Lender has against the Borrower/s and the Guarantor, including right to institute proceedings, recover rentals and possession of the said Asset(s) etc. more specifically enumerated in Clause 5 “Event of Default, Rights and Remedies thereon”; c) that the Bank/FI and/or its agent(s) shall be required to act reasonably have the sole right of collecting and enforcing payment of all the installments/outstanding dues from the Borrower/s in good faith whatever manner, in entering into any such assumption agreement with the Assigneeits absolute discretion, it may consider necessary and prudent. The Senior Lender agrees that it shall not sellshall, transferif so required by the Bank/FI, assign lend its name as plaintiff or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security co-plaintiff to any Assigneeproceedings that the Bank/FI may institute against the Borrower/s/Guarantor, and no such sale, transfer, assignment or other disposition and d) That the Borrower/s shall in any way be effective unless, in each such case: such Assignee executes and delivers allow to the Subordinate Lender an assumption agreement directly with Bank/FI or any of their duly authorized representatives, to carry out diligence on the Subordinate Lender pursuant to which such Assignee agrees to be bound by all Borrower/s and inspection of the Asset(s) at all times till the Borrower/s has not discharged all his financial obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with under this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.;

Assignment. Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, shall assign, mortgage or otherwise encumber this lease, or sublet or permit all or part of the premises to be used by others, without the prior written consent of Landlord in each instance. The Subordinate Lender agrees that it transfer of a majority of the issued and outstanding capital stock of any corporate tenant or sublessee of this lease or a majority of the total interest in any partnership tenant or sublessee, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, and the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership shall be deemed an assignment of this lease or of such sublease. The merger or consolidation of a corporate tenant or sublessee where the net worth of the resulting corporation is less than the net worth of the tenant or sublessee immediately prior to such merger or consolidation shall be deemed an assignment of this lease or of such sublease. If without Landlord's written consent this lease is assigned, or the premises are sublet or occupied by anyone other than Tenant, Landlord may accept the rent from such assignee, subtenant or occupant, and apply the net amount thereof to the rent herein reserved, but no such assignment, subletting, occupancy or acceptance of rent shall be deemed a waiver of this covenant. Consent by Landlord to an assignment or subletting shall not sell, transfer, relieve Tenant from the obligation to obtain Landlord's written consent to any further assignment or subletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise dispose of suffer or permit the sublet space or any interest in the Subordinate Indebtedness part thereof to be used or the Subordinate Security to any person or persons (the "Assignee")occupied by others, and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, without Landlord's prior written consent in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all instance. A modification, amendment or extension of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender sublease shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneedeemed a sublease.

Assignment. The Subordinate Lender agrees that it CMCC may assign this Agreement at any time without the prior written consent of Licensee to an Affiliate in connection with the assignment of the Patent Rights. In addition, CMCC may assign its right to receive payment hereunder (but not its obligations hereunder) to any other party without the prior consent of Licensee. Except as otherwise provided herein, this Agreement is not assignable or delegable, in whole or in part, by either Party without the prior written consent of the other Party acting through an authorized designee, and other than as otherwise permitted in this Paragraph, any purported assignment otherwise shall not sellbe void and of no effect. Notwithstanding the foregoing, transfer(1) Licensee may assign this Agreement to an Affiliate, assign or otherwise dispose of any interest (2) in the Subordinate Indebtedness event Licensee merges with another entity, is acquired by another entity, or sells all or substantially all of its assets to another entity to which this Agreement relates, Licensee may assign its rights and obligations hereunder to the Subordinate Security surviving or acquiring entity if: (i) Licensee is not then in breach of this Agreement; (ii) the proposed assignee has a net worth at least equivalent or greater to any person the net worth Licensee had as of the Effective Date; (iii) the proposed assignee has or persons will have sufficient available resources, including liquid financial resources that will be committed in order to satisfy its obligations hereunder; (iv) Licensee provides written notice of the "Assignee")assignment to CMCC, together with documentation sufficient to demonstrate the requirements set forth in subparagraphs (i) through (iii) above, at least thirty (30) days after the effective date of the assignment; and that no such sale, transfer, assignment or other disposition shall in any way be effective unless(v) CMCC receives from the assignee, in each such casewriting, at least thirty (30) days after the effective date of the assignment: such Assignee executes and delivers to (a) reaffirmation of the Senior Lender terms of this Agreement; (b) an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of this Agreement; (c) an agreement to perform the obligations of the Subordinate Lender Licensee under this Agreement. Any and all rights of Licensee hereunder and affirms all may be exercised by one or more Affiliates of the respective rights, remedies and priorities set forth herein (includingLicensee, without limitationthe need to sublicense, an express covenant from provided, however, that it is understood that all activities of such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of Affiliates are subject to the Assignee of any registered notice terms of this Agreement has been registered against title and that Licensee will remain obligated to CMCC for the Property in accordance compliance by Licensee and its Affiliates with the terms of this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees that it shall Without the prior written consent of Creditor, Debtor will not sell, lease, pledge or hypothecate, except as provided in this Agreement, an Item or any interest therein or assign, transfer, assign pledge or otherwise dispose of hypothecate this Agreement or any interest in this Agreement or permit the Subordinate Indebtedness Equipment to be subject to any lien, charge or encumbrance of any nature except the security interest of Creditor contemplated hereby and property tax liens contemplated in paragraph 1. ▇▇▇▇▇▇'s interest herein is not assignable and will not be assigned or transferred by operation of law. Consent to any of the foregoing prohibited acts applies only in the given instance and is not a consent to any subsequent like act by Debtor or any other person. Debtor further acknowledges the Creditor's consent to any lease will be on the basis, among other considerations, that the lessee's rights are subordinate to the rights of Creditor under this Agreement. All rights of Creditor hereunder may be assigned, pledged, mortgaged, transferred or otherwise disposed of, either in whole or in part, without notice to Debtor but always, however, subject to the rights of Debtor under this Agreement. If ▇▇▇▇▇▇ is given notice of any such assignment, ▇▇▇▇▇▇ will acknowledge receipt thereof in writing and will thereafter pay any amounts due hereunder specified in said notice as directed therein. If Creditor assigns this Agreement or the Subordinate Security installment payments due or to become due hereunder or any other interest herein, no breach or default by Creditor hereunder or pursuant to any person other agreement between Creditor and Debtor will excuse performance by ▇▇▇▇▇▇ of any provision hereof, it being understood that in the event of default or persons (the "Assignee")breach by Creditor that Debtor will pursue any rights on account thereof solely against Creditor No such assignee, and that no unless such saleassignee agrees in writing, transferwill be obligated to perform any duty, assignment covenant or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees condition required to be bound performed by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except Creditor in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance connection with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, shall assign, mortgage or otherwise encumber this lease, or sublet or permit all or part of the premises to be used by others, without the (prior written consent of Landlord in each instance. The Subordinate Lender agrees that it transfer of a majority of the issued and outstanding capital stock of any corporate tenant or sublessee of this lease or a majority of the total interest in any partnership tenant or sublessee, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, and the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership shall be deemed an assignment of this lease or of such sublease. The merger or consolidation of a corporate tenant or sublessee where the net worth of the resulting corporation is less than the net worth of the tenant or sublessee immediately prior to such merger or consolidation shall be deemed an assignment of this lease or of such sublease. If without Landlord's written consent this lease is assigned, or the premises are sublet or occupied by anyone other than Tenant, Landlord may accept the rent from such assignee, subtenant or occupant, and apply the net amount thereof to the rent herein reserved, but no such assignment, subletting, occupancy or acceptance of rent shall be deemed a waiver of this covenant. Consent by Landlord to an assignment or subletting shall not sell, transfer, relieve Tenant from the obligation to obtain Landlord's written consent to any further assignment or subletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise dispose of suffer or permit the sublet space or any interest in the Subordinate Indebtedness part thereof to be used or the Subordinate Security to any person or persons (the "Assignee")occupied by others, and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, without Landlord's prior written consent in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all instance. A modification, amendment or extension of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender sublease shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneedeemed a sublease.

Assignment. The Subordinate Lender agrees that it shall (a) Seller may not sellassign, transfer, assign sell or otherwise dispose subcontract all or any part of this Agreement, any interest herein, or any of Seller’s interest in the Subordinate Indebtedness or Servicing Spread Collections, other than the Subordinate Security Sold Percentage of the Excess MSRs sold hereby, without the prior written consent of Purchaser, provided that any successor to any person or persons (Seller must assume Seller’s obligations under this Agreement. Subject to the "Assignee")rights of the Agency, and that no such salePurchaser shall have the unrestricted right to further assign, transfer, assignment deliver, hypothecate, pledge, subdivide or other disposition otherwise deal with its rights under this Agreement on whatever terms Purchaser shall in determine without the consent of Seller; including the right to assign all or any way be effective unlessportion of the Sold Percentage of the Excess MSRs and to assign the related rights under this Agreement. If Purchaser assigns any rights under this Agreement to a third party (a “Third Party Assignment”), in each such case: third party (a “Third Party Assignee”) shall enter into a new agreement with Seller or Seller’s assignee that provides such Third Party Assignee executes and delivers with the same rights with respect to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all Sold Percentage of the terms Excess MSRs that Purchaser would have had under this Agreement if the Third Party Assignment had not occurred. Purchaser shall give the related Applicable Agency prompt notice of any such assignment. (b) Seller shall maintain a register on which it enters the name and conditions hereof including without limitation all address of each holder of an interest in the Sold Percentage of the obligations Excess MSRs and each holder’s interest in the Sold Percentage of the Subordinate Lender hereunder Excess MSRs (the “Holder Register”) for each transaction described in Section 11.16(a). The entries in the Holder Register shall be conclusive absent manifest error, and affirms Seller shall treat each Person whose name is recorded in the Holder Register as an owner of an interest in the Excess MSRs for all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice purposes of this Agreement has been registered against title notwithstanding any notice to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneecontrary.

Assignment. The Subordinate Lender agrees that it shall not sellLessee does hereby assign and set over to Certificate Trustee all of Lessee's title, transferrights and interests to and in the Purchase Orders to the extent they relate to the Equipment and all of Lessee's rights to purchase the Equipment identified in an Advance Request, assign except and to the extent reserved below, including without limitation (a) the right to purchase the Equipment pursuant to the Purchase Orders and the right to take title to the Equipment and to be named the purchaser in the ▇▇▇▇ or otherwise dispose bills of sale for the Equipment to be delivered pursuant to the Purchase Orders, (b) all claims for damages in respect of the Equipment (including related construction and installation services) arising as a result of any interest default by the Seller under the Purchase Orders, including without limitation, all warranty and indemnity provisions contained in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee")Purchase Orders, and that no such saleall claims arising thereunder in respect of the Equipment, transfer, assignment or other disposition shall in and (c) any way be effective unless, in each such case: such Assignee executes and delivers all rights of Lessee to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all compel performance of the terms and conditions hereof including without limitation all of the obligations Purchase Orders, reserving to Lessee, however, so long and only so long as the Equipment shall be subject to the Lease and Lessee shall be entitled to possession of the Subordinate Lender hereunder Equipment thereunder: (i) the rights to demand, accept and affirms retain all rights in and to all property (other than the Equipment), data and services which the Seller is obligated to provide, or does provide, pursuant to the Purchase Orders, (ii) all rights, if any, in respect to spare parts as provided in the Purchase Orders, and (iii) the right, if any, to obtain instructions and data pursuant to the Purchase Orders. Notwithstanding the foregoing, so long and only so long as Certificate Trustee shall not have notified the Seller in writing that a Lease Event of Default has occurred and is continuing, Certificate Trustee authorizes Lessee, to the exclusion of Certificate Trustee, to exercise in its own name all rights and powers of the respective rights, remedies purchaser under the Purchase Orders and priorities set forth herein to retain any recovery or benefit resulting from the enforcement of any warranty or indemnity under the Purchase Orders in respect of the Equipment (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this sectionincluding related construction and installation services); and a corresponding transfer in favour provided, however, -------- ------- that Lessee may not exercise any of the Assignee of any registered rights to purchase such Equipment unless, prior to the exercise thereof by Certificate Trustee as to the Equipment, Certificate Trustee shall have delivered to the Seller written notice that Certificate Trustee has released such rights to purchase such Equipment. All the provisions of this Agreement has been registered against title Section 1 shall, to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement extent inconsistent with the Assignee. The Senior Lender agrees that it shall not sellLease, transfer, assign or otherwise dispose of any interest in be governed by the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeLease.

Assignment. The Subordinate Lender agrees that it shall not (a) Borrower does hereby bargain, sell, transferassign and set over unto Lender, assign or otherwise dispose all of any Borrower’s interest in the Subordinate Indebtedness Leases and Rents. The assignment of Leases and Rents in this Section 7.01 is an absolute, unconditional and present assignment from Borrower to Lender and not an assignment for security and the existence or the Subordinate Security exercise of Borrower’s revocable license to collect Rent shall not operate to subordinate this assignment to any person subsequent assignment. The exercise by Lender of any of its rights or persons remedies pursuant to this Section 7.01 shall not be deemed to make Lender a mortgagee-in-possession. In addition to the provisions of this Article VII, Borrower shall comply with all terms, provisions and conditions of the Assignment. (b) So long as there shall exist and be continuing no Event of Default, Borrower shall have a revocable license to take all actions with respect to all Leases and Rents, present and future, including the "Assignee")right to collect and use the Rents, subject to the terms of this Security Instrument and the Assignment. (c) In a separate instrument Borrower shall assign to Lender or its nominee by specific or general assignment, any and all Leases, such assignments to be in form and content reasonably acceptable to Lender, but subject to the provisions of Section 7.01(a) and (b) hereof. Borrower agrees to deliver to Lender, within thirty (30) days after Lender’s request, a true and complete copy of every Lease. (d) The rights of Lender contained in this Article VII, the Assignment or any other assignment of any Lease shall not result in any obligation or liability of Lender to Borrower or any lessee under a Lease or any party claiming through any such lessee. (e) At any time after an Event of Default, the license granted hereinabove may be revoked by Lender, and that no such sale, transfer, assignment Lender or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except a receiver appointed in accordance with this section); Security Instrument may enter upon the Property, and a corresponding transfer in favour collect, retain and apply the Rents toward payment of the Assignee Debt in such priority and proportions as Lender in its sole discretion shall deem proper; provided, however, that if the Event of Default that giving rise to such revocation is (i) cured by Borrower or (ii) waived by Lender, the Borrower’s license shall be reinstated. (f) In addition to the rights which Lender may have herein, upon the occurrence of any registered notice Event of this Agreement has been registered against title Default and during the continuance thereof, Lender, at its option, may require Borrower to pay monthly in advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Property in accordance with this Agreement. The Senior as may be used and occupied by Borrower and may require Borrower to vacate and surrender possession of the Property to Lender shall be required or to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unlessreceiver and, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to default thereof, Borrower may be bound evicted by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment summary proceedings or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeotherwise.

Assignment. The Subordinate Lender agrees that it As provided in the Indenture and subject to certain limitations therein set forth, this Daily Note shall not sell, transfer, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security be transferable to any person except by endorsement and delivery by the Holder, or persons (his duly authorized representative at the "Assignee")Place of Payment referred to above, and that no upon surrender to the Issuer with proper endorsement, a new instrument of like tenor shall be issued in the name of the transferee. No service charge shall be made for any such saleregistration of transfer or exchange, transfer, assignment but the Issuer may require payment of a sum sufficient to cover any tax or other disposition governmental charge payable in connection therewith. Unless and until transferred in the manner aforesaid, the Issuer, the Trustee and any agent of either of them may treat the Holder whose name or names appear on the face of this instrument as the absolute owner hereof for all purposes and neither the Issuer, the Trustee nor any Paying Agent shall in any way be effective unless, in each such case: such Assignee executes and delivers affected by notice to the Senior Lender an assumption agreement directly with the Senior Lender pursuant contrary. If this Security is payable to which such Assignee agrees two or more persons, they shall be deemed to be bound by joint tenants with right of survivorship and any and all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth payments herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required made to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not selleither, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assigneesurvivor of them. [Reverse Side of Subordinated Daily Note] SUBORDINATION. THE INDEBTEDNESS EVIDENCED BY THIS DAILY NOTE IS, and no such saleTO THE EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE, transferSUBORDINATE AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE) OF THE ISSUER, assignment or other disposition shall in any way be effective unlessWHETHER OUTSTANDING AT THE DATE OF THE INDENTURE OR THEREAFTER INCURRED. EACH HOLDER OF THIS DAILY NOTE, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rightsBY HIS ACCEPTANCE HEREOF, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeAGREES TO AND SHALL BE BOUND BY ALL THE PROVISIONS OF THE INDENTURE RELATING TO SUCH SUBORDINATION.

Assignment. The Subordinate Lender agrees (A) This license is personal to the Licensee. Without prior written consent of University, this Agreement may be assigned or transferred by Licensee: (i) to an Affiliate (and only for so long as said Affiliate remains an Affiliate); or (ii) in connection with any merger, consolidation or reorganization of Licensee; provided, that it (a) Licensee shall not sell, transfer, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security deliver written notice to University at least [***] prior to any person or persons (such proposed assignment, such notice to include the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by assignee’s contact information as well as a description of all of the material terms and conditions hereof of the agreement (as well as any changes thereto, as applicable, within the [***] notice period) between Licensee and the proposed assignee, (b) the proposed assignee agrees in writing to assume all obligations and liabilities of Licensee hereunder, and (c) Licensee is not in default of any of its obligations under this Agreement (including without limitation payment of any amounts due under this Agreement and/or diligence obligations) at the time of such proposed assignment. Any attempt by Licensee to transfer/assign this Agreement in violation of these restrictions will be null and void. Moreover, any attempt by Licensee to transfer/assign this Agreement in violation of these restrictions will [***] terminate this Agreement. (B) Without prior written consent of University, this Agreement may be assigned or transferred by Licensee in connection with any sale of all, or substantially all, of a Licensee’s assets related to the Patent Rights provided that (a) Licensee shall deliver written notice to University at least [***] prior to any such proposed assignment, such notice to include the assignee’s contact information as well as a description of all of the obligations material terms and conditions of the Subordinate Lender hereunder agreement (as well as any changes thereto, as applicable, within the [***] notice period) between Licensee and affirms the proposed assignee, (b) the proposed assignee agrees in writing to assume all obligations and liabilities of Licensee hereunder, and (c) Licensee is not in default of any of its obligations under this Agreement (including without limitation payment of any amounts due under this Agreement and/or diligence obligations) at the time of such proposed assignment. Any attempt by Licensee to transfer/assign this Agreement in violation of these restrictions will be null and void. Moreover, any attempt by Licensee to transfer/assign this Agreement in violation of these restrictions will [***] terminate this Agreement. Any such assignment requires payment to University of an amount to be agreed upon by Licensee and University at the time of said proposed assignment (the “Assignment Fee”). No attempt to assign this Agreement will be valid and enforceable in the absence of the respective rightspayment of said Assignment Fee to University. (C) Licensee, remedies or its permitted assignee, will within [***] of the effective date of any assignment permitted under Sections 11.04(A) or 11.04(B), notify University of the assignment and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except advise if the assignee does not qualify for ‘small entity’ status in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee37 C.F.R. § 1.27.

Assignment. The Subordinate Lender Notwithstanding anything to the contrary contained herein, except as provided pursuant to Section 6.02, this Agreement may not be assigned by the Servicer without the prior written consent of Trustee and the Depositor; provided, however, the Servicer is hereby authorized to enter into an Advance Facility under which (l) the Servicer sells, assigns or pledges to an Advancing Person the Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees that it to fund some or all Advances or Servicing Advances required to be made by the Servicer pursuant to this Agreement. No consent of the Trustee, Certificateholders or any other party is required before the Servicer may enter into an Advance Facility. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on the Servicer's behalf, the Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not sell, transfer, assign or otherwise dispose be relieved of any interest such obligations by virtue of such Advance Facility. Reimbursement amounts shall consist solely of amounts in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers respect of Advances and/or Servicing Advances made with respect to the Senior Lender an assumption agreement directly with Mortgage Loans for which the Senior Lender pursuant Servicer would be permitted to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property reimburse itself in accordance with this Agreement, assuming the Servicer had made the related Advance(s) and/or Servicing Advance(s). The Senior Lender Servicer shall maintain and provide to any successor Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The successor Servicer shall be entitled to rely on any such information provided by the predecessor Servicer, and the successor Servicer shall not be liable for any errors in such information. An Advancing Person who purchases or receives an assignment or pledge of the rights to be reimbursed for Advances and/or Servicing Advances, and/or whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to act reasonably and in good faith in entering into any such assumption agreement with meet the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose criteria for qualification of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities a Subservicer set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender documentation establishing any Advance Facility shall require that such reimbursement amounts distributed with respect to each Mortgage Loan be required allocated to act reasonably outstanding unreimbursed Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a "first in, first out" (FIFO) basis. Such documentation shall also require the Servicer to provide to the related Advancing Person or its designee loan by loan information with respect to each such reimbursement amount distributed to such Advancing Person or Advance Facility trustee on each Distribution Date, to enable the Advancing Person or Advance Facility trustee to make the FIFO allocation of each such reimbursement amount with respect to each Mortgage Loan. The Servicer shall remain entitled to be reimbursed by the Advancing Person or Advance Facility trustee for all Advances and Servicing Advances funded by the Servicer to the extent the related rights to be reimbursed therefor have not been sold, assigned or pledged to an Advancing Person. Any amendment to this Section 10.07 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in good faith this Section 10.07, including amendments to add provisions relating to a successor Servicer, may be entered into by the Trustee and the Servicer, without the consent of any Certificateholder notwithstanding anything to the contrary in this Agreement, upon receipt by the Trustee of an Opinion of Counsel that such amendment has no material adverse effect on the Certificateholders or written confirmation from the Rating Agencies that such amendment will not adversely affect the ratings on the Certificates. Prior to entering into an Advance Facility, the applicable Servicer shall notify the lender under such facility in writing that: (a) the Advances financed by and/or pledged to the lender are obligations owed to the Servicer on a non recourse basis payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances only to the extent provided herein, and the Trustee and the Trust Fund are not otherwise obligated or liable to repay any such assumption agreement with Advances financed by the Assigneelender; (b) the Servicer will be responsible for remitting to the lender the applicable amounts collected by it as reimbursement for Advances funded by the lender, subject to the restrictions and priorities created in this Agreement; and (c) the Trustee shall not have any responsibility to track or monitor the administration of the financing arrangement between the Servicer and the lender.

Assignment. The Subordinate Lender agrees Architect/Engineer hereby expressly assigns to Owner, without reservation except that it shall not sellwhich is expressly allowed in this Article, transferall of Architect/Engineer’s right, assign or otherwise dispose of any title and interest in and to all Work Product, including all patent, copyright, trademark, trade secret, design and other proprietary rights that may now or in the Subordinate Indebtedness future exist therein or the Subordinate Security to appurtenant thereto, whether in oral, written graphic, electronic, machine readable, human readable or any person other form and in whatsoever medium now known or persons (the "Assignee")hereinafter developed, and that no such saleall copies of the foregoing and all information, transferdata and knowledge incorporating, assignment based upon or other disposition derived from the foregoing. ALL WORK PRODUCT SHALL BE AND AT ALL TIMES SHALL REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF OWNER. All Work Product shall in any way be effective unlessbe, where applicable, considered “works made for hire” as provided by applicable laws. Owner, in each such case: such Assignee executes and delivers return, hereby grants Architect/Engineer a revocable, nonexclusive license to reproduce the Senior Lender an assumption agreement Work Product for purposes relating directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all Architect/Engineer’s performance of the terms services under this Agreement and conditions hereof including without limitation all for Architect/Engineer’s archival records. This nonexclusive license shall terminate automatically upon the occurrence of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and either a corresponding transfer in favour of the Assignee of any registered notice breach of this Agreement has been registered against title to the Property in accordance with by Architect/Engineer or upon termination of this Agreement. The Senior Lender This nonexclusive license is granted to Architect/Engineer alone and shall not be required assigned by the Architect/Engineer to act reasonably and any other person or entity, except that the nonexclusive license granted in good faith in entering into any such assumption agreement this Agreement to Architect/Engineer for purposes of Architect/Engineer’s performance under this Agreement may be sub-licensed to Architect/Engineer’s consultants (with the Assigneesame limitations). The Senior Lender agrees Subject to the foregoing, this nonexclusive license shall terminate automatically upon an attempted assignment of this license in violation of this Section. Architect/Engineer will ▇▇▇▇ all Work Product with Owner’s copyright or other proprietary notice and will take all actions deemed necessary by Owner to protect Owner’s rights therein. In the event that it any Work Product is ever deemed not to constitute works made for hire, or in the event that Architect/Engineer is ever deemed, by operation of law or otherwise, to retain any rights in or to any Work Product, Architect/Engineer shall not sellpromptly assign all of Architect/Engineer’s right, transfer, assign or otherwise dispose of any title and interest in and to such Work Product to Owner. Architect/Engineer shall execute any documents of assignment or registration of proprietary or other rights requested by Owner and will perform any and all further acts deemed necessary or desirable by Owner in order to confirm or enforce the Senior Indebtedness or the Senior Security rights herein granted and assigned by Architect/Engineer to any AssigneeOwner, and no should Architect/Engineer fail to do so upon Owner’s request, Architect/Engineer hereby expressly authorizes Owner and its agents and/or representatives to execute all such saledocuments in Architect/Engineer’s name and on Architect/Engineer’s behalf, transferand make appropriate disposition of them, including filing and/or recording such documents in appropriate governmental or administrative offices anywhere throughout the world. Owner’s obligation to pay Architect/Engineer is expressly conditioned upon Architect/Engineer obtaining a valid written assignment or other disposition shall of all right, title and interest from Architect/Engineer’s consultants as to their respective Work Product in any way be effective unlessterms identical to those that obligate Architect/Engineer to Owner as expressed in this Section, in each such case: such Assignee executes which right, title and delivers interest Architect/Engineer hereby assigns to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeOwner.

Assignment. The Subordinate Lender agrees that it Purchaser shall not sellhave the right to assign the Agreement without Seller’s prior written consent, transfer, assign which consent may be given or otherwise dispose withheld in Seller’s sole and absolute discretion; provided that Purchaser shall in no event be released from any of its obligations or liabilities hereunder as a result of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers assignment. Notwithstanding anything to the Senior Lender an contrary stated above, Purchaser shall, subject to Purchaser’s obligations with respect to the Financing Contingency and the receipt of the Tax Abatement Approval, be permitted to assign its rights under this Agreement without Seller’s consent to (a) any entity controlling, controlled by, or under common control with Purchaser, (b) any partnership in which Purchaser or Purchaser’s controlling member is the general partner; (c) any fund or entity sponsored by Purchaser; (d) any entity that retains Purchaser or a company affiliated with Purchaser to manage the Property or (e) CBRE and/or CB R▇▇▇▇▇▇ ▇▇▇▇▇ Realty Trust, provided that, (i) assignee assumes Purchaser’s obligations under this Agreement pursuant to a written agreement in form and substance reasonably acceptable to Seller; (ii) Seller receives a copy of such assignment and assumption agreement directly with on or before three (3) business days after the Senior Lender pursuant execution thereof (and in no event less than three (3) business days prior to which such Assignee agrees to be bound by Closing); (iii) at Closing, Purchaser reaffirms all of the terms representations and conditions hereof warranties of Purchaser herein; (iv) Purchaser shall remain liable for, and shall not be released from the performance of Purchaser’s obligations under this Agreement after such assignment, including without limitation all but not limited to the obligations in the agreements and instruments attached to this Agreement as Exhibits; (v) CBRE remains the substitute guarantor and/or indemnitor under the Loan Documents in connection with the Financing Contingency; and (vi) such assignment does not adversely affect satisfaction of the obligations Financing Contingency or the receipt of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except Tax Abatement Approval. Whenever reference is made in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to Seller or Purchaser, such reference shall include the Property in accordance with successors and assigns of such party under this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.

Assignment. The Subordinate Lender agrees Except as set forth below, it is understood and agreed that it (i) prior to Closing, Seller shall not sell, transferconvey, assign or otherwise dispose transfer any of the Properties, or any interest in the Subordinate Indebtedness or the Subordinate Security portion thereof, to any person party without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or persons delayed; and (ii) Buyer may not assign this Agreement, in whole or in part, without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (a) Notwithstanding the "Assignee"foregoing, Seller agrees that Buyer is entering into this Agreement as agent for and for the exclusive benefit of a certain to be named affiliated nominee(s), and that Buyer has no such sale, transfer, assignment intent to obtain legal or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers equitable title to the Senior Lender an Properties. Accordingly, at the time of Closing, Buyer intends to assign to such nominee(s), for no additional consideration, some or all of its right, title and interest to obtain legal or equitable title to the Properties. In such instance, Buyer shall have the right to assign some or all of its right, title and interest to obtain legal or equitable title to the Properties to such nominee(s) without Seller’s prior written consent and upon such assignment to said nominee(s) and the assumption agreement directly with by said nominee(s) of same, Buyer shall not remain liable under this Agreement to accept title to the Senior Lender Properties but shall remain liable for all other obligations of Buyer (excluding those assumed by LGO pursuant to which such Assignee Section 14(b) below). (b) Notwithstanding the foregoing, Seller agrees that Buyer may, without Seller’s prior written consent, assign certain rights and obligations under this Agreement to be bound by all LGO pursuant to the terms of the terms Assignment and conditions hereof including Assumption Agreement attached hereto as Exhibit O (the “LGO Assignment and Assumption Agreement”). (c) Notwithstanding the foregoing, it is understood and agreed that Buyer may, without limitation all Seller’s consent but with notice to Seller, assign Seller’s financial obligations under Section 13 above to its lender(s) (“Buyer’s Lender”). In that event, Buyer and Buyer’s Lender each shall be beneficiaries of Seller’s financial obligations under Section 13. Subject to the foregoing, this Agreement shall be binding upon the parties, their respective heirs, personal representatives, successors and assigns. The obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with parties under this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender Section 14(c) shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneesurvive Closing.

Assignment. (a) The Subordinate Lender agrees that it rights of Tenant under this Section 11.2 are in addition to Tenant’s rights under Section 2.2 of this Lease and shall not sellin any way restrict or limit Tenant’s rights under Section 2.2 of this Lease. (b) Except as permitted in this Section, transfer, Tenant shall not assign this Lease or otherwise dispose of any interest in the Subordinate Indebtedness portion thereof or the Subordinate Security any benefit accruing under this Lease to any person party without first obtaining the prior written consent of Landlord. Tenant may assign this Lease or persons (any portion thereof or any benefit accruing under this Lease to any party who is not a Prohibited Person without first obtaining the "Assignee")prior written consent of Landlord, and provided that no such saleassignment shall relieve Tenant of its duties or obligations, transferincluding indemnity obligations, assignment arising out of or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees this Lease. In the event (i) Landlord consents (in the exercise of its sole and absolute discretion) to be bound an assignment of this Lease by executing an instrument other than this Lease, and (ii) Tenant assigns all or part of this Lease to a permitted assignee who is not a Prohibited Person, and (iii) the terms assignee expressly assumes in writing (by an instrument in form and conditions hereof including without limitation substance reasonably satisfactory to Landlord) all of the obligations under this Lease accruing after the date of assignment, Tenant shall be relieved of any further liability hereunder for obligations accruing after the Subordinate Lender hereunder date of assumption. Notwithstanding the foregoing provisions of this Section 11.2, Tenant shall be permitted to assign all or a portion of this Lease to an entity that is wholly owned or controlled by Tenant, provided that Tenant must first provide to Landlord an instrument in form and affirms substance reasonably satisfactory to Landlord under which the assignee expressly assumes in writing all obligations and provisions of this Lease assigned to such entity. Notwithstanding the respective rightsforegoing provisions of this Section 11.2, remedies and priorities set forth herein (includingTenant shall have the right, without limitationthe consent of Landlord, an express covenant to delegate its duties and responsibilities to a third party provided that no such delegation results in Tenant being released from such Assignee against any further sale, transfer, its obligations under this Lease. Any unauthorized assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender Lease shall be required to act reasonably null and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it void and shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with constitute a default under this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeLease.

Assignment. The Subordinate Lender agrees that it Neither party may assign the PPA without prior written consent of the other party, which shall not sellbe unreasonably withheld. Any direct or indirect change of control of Seller (whether voluntary or by operation of law) will be deemed an assignment and will require the prior written consent of Buyers, transferwhich shall not be unreasonably withheld. Seller shall pay Buyers’ out of pocket expenses, assign including reasonable attorneys’ fees, incurred to provide consents, estoppels, or otherwise dispose other required documentation in connection with Seller’s financing for the Facility. Buyers will have no obligation to provide any consent, or enter into any agreement, that materially and adversely affects any of Buyers’ rights, benefits, risks or obligations under the definitive PPA. Notwithstanding anything to the contrary either Buyer may make a limited assignment to an entity that has creditworthiness that is equal to or better than the creditworthiness of Buyer (“Prepayment Assignee”) of Buyer’s right to receive Product (which shall not be for retail sale) and its obligation to make payments to the Seller, which assignment shall be expressly subject to the Prepay Assignee’s timely payment of amounts due under the PPA, at any interest time upon not less than 30 days’ notice by delivering a written request for such assignment, which request must include a proposed assignment agreement in the Subordinate Indebtedness or form attached to the Subordinate Security PPA, with the blanks in such form completed in Buyer’s sole discretion. Provided that Buyer delivers a proposed assignment agreement complying with the previous sentence, Seller agrees to any person or persons (the "i) comply with Prepayment Assignee")’s reasonable requests for know-your-customer and similar account opening information and documentation with respect to Seller, including but not limited to information related to forecasted generation, credit rating, and that no compliance with anti-money laundering rules, the ▇▇▇▇-▇▇▇▇▇ Act, the Commodity Exchange Act, the Patriot Act and similar rules, regulations, requirements and corresponding policies; and (ii) promptly execute such saleassignment agreement and implement such assignment as contemplated thereby, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers subject only to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such countersignature of Prepayment Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeBuyer.

Assignment. The Subordinate Lender agrees that it This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party hereto, including by operation of Law, without the prior written consent of each other Party, such consent not sellto be unreasonably withheld. Any assignment in contravention of the foregoing sentence shall be null and void and without legal effect on the rights and obligations of the Parties hereunder. Notwithstanding the foregoing, but subject to all applicable legal requirements, (i) Buyer or its permitted assignee may assign, transfer, assign pledge or otherwise dispose of (absolutely or as security) all or any interest in portion of its rights and interests hereunder to a trustee, lending institution or other party for the Subordinate Indebtedness purposes of leasing, financing or refinancing the Subordinate Security to any person Included Assets, (ii) Buyer or persons (the "Assignee"), and that no such saleits permitted assignee may assign, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign pledge or otherwise dispose of (absolutely or as security) all or any interest in portion of its rights and interests hereunder to an Affiliate of Buyer and (iii) Buyer may assign this Agreement and all or any portion of its rights, interests or obligations hereunder to a future purchaser, direct or indirect, of all or substantially all of the Senior Indebtedness Palisades Assets or the Senior Security to any AssigneeBig Rock ISFSI Assets; provided, and however, that no such saleassignment shall relieve or discharge Buyer from any of its obligations hereunder nor shall any such assignment be made without Seller's prior written consent if it would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement or increase the costs (to Seller) of the consummation of the transactions contemplated by this Agreement. Each Party agrees, at the assigning Party's expense, to execute and deliver such documents as may be reasonably necessary to accomplish any such assignment, transfer, assignment pledge or other disposition shall in any way be effective unlessof rights and interests hereunder so long as the non-assigning Party's rights under this Agreement are not thereby altered, in each such case: such Assignee executes and delivers to amended, diminished or otherwise impaired. In the Subordinate Lender an assumption event Buyer assigns this agreement directly with the Subordinate Lender pursuant to which this Section 10.6, such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender assignee shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneedefined as "Buyer" for all purposes hereunder thereafter.

Assignment. The Subordinate Lender agrees that it Without Lessor's prior written consent, Lessee shall not sellnot: (a) assign, transfer, assign pledge, hypothecate, or otherwise dispose of all or any part of Lessee's right, title or interest in and to this Agreement, any Order, the Subordinate Indebtedness Equipment or Software; or (b) sublet or lend the Subordinate Security Equipment or Software or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may sell, assign, grant a security interest or participation in all or any part of Lessor's right, title or interest in and to this Agreement, any Order and the Equipment or Software without notice to Lessee, and Lessor's assignee or secured party may then re-assign such interest without notice to Lessee. Lessee agrees that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee (regardless of whether Lessee is the surviving entity) or any entity acquiring twenty percent (20%) of Lessee's voting securities shall be deemed to be a transfer under this Agreement. Lessee agrees that any such assignment or re-assignment shall not change Lessee's duties or obligations under this Agreement or any Order and Lessee hereby consents to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition re-assignment. Each such assignee and/or secured party shall in any way be effective unless, in each such case: such Assignee executes and delivers to have all the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all rights but none of the obligations of the Subordinate Lender Lessor under such Order unless Lessee is otherwise notified by Lessor. Lessee shall recognize such assignments and/or security agreements and agrees that upon notice of such assignment it shall pay directly to assignee (unless otherwise directed by assignee) without abatement, deduction or set off all amounts which become due hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall will not sellassert against assignee any defense, transfer, assign counterclaim or otherwise dispose of setoff off any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall reason whatsoever in any way action for lease payments or possession brought by assignee. Upon such assignment and except as may otherwise be effective unlessprovided therein, all references in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender Lessor shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeinclude assignee.

Assignment. The Subordinate Subject to the terms of this Section 10.1, any Lender agrees may make an assignment to an assignee of, or sell participations in, at any time or times, the Debt Documents, its Commitment, Term Loans or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) except in the case of an assignment to a Qualified Assignee (as defined below), require the consent of each Lender (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) require the execution of an assignment agreement in form and substance reasonably satisfactory to, and acknowledged by, Agent (an “Assignment Agreement”); (iii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Commitment and/or Term Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iv) be in an aggregate amount of not less than $1,000,000, unless such assignment is made to an existing Lender or an affiliate of an existing Lender or is of the assignor’s (together with its affiliates’) entire interest of the Term Loan or is made with the prior written consent of Agent; and (v) include a payment to Agent of an assignment fee of $3,500. In the case of an assignment by a Lender under this Section 10.1, the assignee shall not sellhave, transferto the extent of such assignment, assign the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment and Term Loans, as applicable, or assigned portion thereof from and after the date of such assignment. Borrowers hereby acknowledge and agree that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In the event any Lender assigns or otherwise dispose of transfers all or any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all part of the terms Commitments and conditions hereof including without limitation all Obligations, Agent shall so notify Borrowers and Borrowers shall, upon the request of Agent, execute new Notes in exchange for the obligations of the Subordinate Lender hereunder and affirms all of the respective rightsNotes, remedies and priorities set forth herein (includingif any, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except being assigned. Agent may amend Schedule A to this Agreement to reflect assignments made in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeSection.

Assignment. (a) The Subordinate Borrower may not assign any of its rights or obligations under this Agreement without the prior written consent of the Lender. (b) The Lender agrees may not assign any of its rights or obligations under this Agreement without the prior written consent of the Borrower; provided that it shall not sell, transfer, the Lender may do any of the following from time to time without the consent of the Borrower: (i) assign any or all of its rights and obligations under this Agreement to one or more Affiliates; (ii) pledge or otherwise dispose grant a security interest or lien in any of its rights, obligations or interests under this Agreement to one or more of its lenders or (iii) transfer any interest in the Subordinate Indebtedness of its rights, obligations or the Subordinate Security interests under this Agreement to any person Person in connection with any exercise of remedies by any of its lender(s). If the prior written consent of the Borrower is not required under this paragraph for an assignment of a right or persons obligation by a Lender and a right or obligation is so transferred, the Lender shall provide written notice to the Borrower of such assignment, including the rights and obligations transferred and the name and address of the transferee. (c) The Borrower shall maintain at its offices a copy of each assignment notification delivered to it and a register for the "Assignee")recordation of the names and addresses of the Lenders, and that no such saleprincipal amount (and stated interest) of the Loans owing to, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms hereof from time to time (the “Register”). Notwithstanding anything to the contrary in this Agreement, the entries in the Register shall be conclusive and conditions the Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof including without limitation all of the obligations of the Subordinate as a Lender hereunder and affirms for all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice purposes of this Agreement has been registered against title in the absence of manifest error. Notwithstanding anything to the Property contrary, any assignment of any Loan shall be effective only upon appropriate entries with respect thereto being made in accordance with this Agreementthe Register. The Senior Lender Register shall be required to act reasonably and in good faith in entering into any such assumption agreement with available for inspection by the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement Borrower and any registered notice of this Agreement have been registered against title Lender (solely with respect to the Property in accordance with this Agreement. The Subordinate Lender shall be required its Loans), at any reasonable time and from time to act reasonably and in good faith in entering into any such assumption agreement with the Assigneetime upon reasonable prior notice.

Assignment. In furtherance of and in addition to the assignment made by Mortgagor in Section 2.1 of this Mortgage, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same. The Subordinate Lender agrees foregoing license is granted subject to the conditional limitation that it no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not selllegal proceedings have commenced, transferand without regard to waste, assign adequacy of security for the Obligations or otherwise dispose solvency of Mortgagor, the license herein granted shall automatically expire and terminate, without notice to Mortgagor by Mortgagee (any such notice being hereby expressly waived by Mortgagor to the extent permitted by applicable law). Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any interest in the Subordinate Indebtedness or the Subordinate Security tenant under any Lease, respectively, to rely upon any notice of a claimed Event of Default sent by Mortgagee to any person such tenant or persons (the "Assignee")any of such tenant's successors in interest, and that no such sale, transfer, assignment thereafter to pay Rents to Mortgagee without any obligation or other disposition shall in any way be effective unless, in each such case: such Assignee executes right to inquire as to whether an Event of Default actually exists and delivers even if some notice to the Senior Lender an assumption agreement directly with contrary is received from the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rightsMortgagor, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee who shall have no right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of such tenant's successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee that the Event of Default is no longer continuing, unless and until a further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title an Event of Default is given by Mortgagee to the Property such tenant or any of its successors in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeinterest.

Assignment. The Subordinate Lender agrees Assignor does hereby assign, transfer and set over unto Assignee all of Assignor’s right, title and interest in and to the Purchase Agreement, as and to the extent that it such right, title and interest relate to the Aircraft and the purchase and operation thereof, including, without limitation: (a) the right to purchase one or more Aircraft pursuant to and in accordance with the Purchase Agreement upon valid tender by the Manufacturer (provided that the Assignee may purchase one Aircraft without incurring an obligation to purchase any other Aircraft), (b) the right to accept delivery of the Aircraft, such acceptance to be exercised by an authorized representative of Assignee (provided that Manufacturer shall not sell, transfer, assign or otherwise dispose have received the written notice in advance of the identity and authority of such authorized representative), (c) the right to take title to the Aircraft and to be named as the purchaser in the ▇▇▇▇ of sale (the “▇▇▇▇ of Sale”) to be delivered by the Manufacturer, (d) all claims for damages in respect of the Aircraft arising as a result of any interest default by the Manufacturer under the Purchase Agreement or by any vendor or other supplier of aircraft engines or other parts or equipment installed on or in the Subordinate Indebtedness or the Subordinate Security Aircraft referred to any person or persons (the "Assignee")therein, and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against all warranty, service life policy, aircraft performance guarantee and indemnity provisions contained in the Purchase Agreement and all claims thereunder and (e) any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour all rights of Assignor to compel performance of the terms of the Purchase Agreement in respect of the Aircraft; provided, however, notwithstanding anything contained herein to the contrary: (i) Assignor shall at all times remain liable to Manufacturer under the Purchase Agreement as and to the extent relating to the Aircraft to perform all duties and obligations of the Customer thereunder to the same extent as if this Assignment had not been executed, and (ii) the exercise by Assignee of any registered notice rights assigned hereunder shall not release Assignor from any of this its duties or obligations to Manufacturer under the Purchase Agreement has been registered against title except to the Property in accordance with this Agreement. The Senior Lender extent that such exercise by Assignee shall be required to act reasonably and in good faith in entering into any constitute performance of such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign duties or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeobligations.

Assignment. The Subordinate Lender agrees that it shall 8.1 Without the prior written consent of CBC, PBE will not selleffect any permitted assignment, transfersublicense, assign delegation, or otherwise dispose franchise of any interest in the Subordinate Indebtedness or the Subordinate Security License to any person other party, by agreement, operation of law, or persons (the "Assignee")otherwise, and without requiring, as a condition thereof, that no such sale, transfer, assignment assignee or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by transferee assume all of the terms covenants and conditions hereof including without limitation all of the obligations of PBE under this Agreement. 8.2 PBE shall not assign, sublicense, delegate, or franchise this Agreement or any of PBE’s rights or obligations under the Subordinate Lender hereunder License or this Agreement, whether by operation of law or otherwise. Further, PBE shall have no right (explicit or implicit) to do so, and affirms all of any attempt to do so shall be void and constitute a material default under the respective rightslicense or this Agreement. Any purported assignment, remedies and priorities set forth herein (includingsublicense, without limitationdelegation, an express covenant from such Assignee against any further sale, transfer, assignment franchise or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of such rights or obligations by operation of law or otherwise without the required consent of CBC shall be void, of no force or effect and shall not be binding on CBC. For purposes of this Section 8.2, a change of Control of PBE or an agreement or contract with a subcontractor or other party that has the effect of or results in PBE completely and/or substantially abdicating and delegating its duties and obligations under this Agreement to such subcontractor or other party (but specifically excluding the delegation of marketing, manufacturing and distribution duties and obligations to third parties, to the extent permitted by the License) shall be deemed to be an assignment prohibited by this Section 8.2. 8.3 In the event PBE wishes to assign, sublicense, delegate, or franchise the License or this Agreement or any of PBE’s rights thereunder, PBE shall notify CBC, and CBC will consider whether, in CBC’s sole discretion, it will consent to any such proposed assignment, sublicense, delegation, or franchise by PBE. 8.4 CBC shall not assign, sublicense, delegate, or franchise this Agreement or any of its rights or obligations under this Agreement without the prior written consent of PBE, which shall not unreasonably be withheld or delayed, except that nothing in this Agreement shall preclude (a) CBC from assigning, subcontracting or otherwise transferring this Agreement or any of its rights and/or obligations hereunder to any of its parents, subsidiaries or affiliates or to any individual or entity; provided that any transferee of CBC shall have license of such rights as required to enable the transferee to grant the rights to PBE in terms of this Agreement has been registered against title or (b) CBC from granting a security interest in its rights under this Agreement to CBC’s principal secured creditor, YA Global Investments, L.P. Any purported assignment, sublicense, delegation, franchise or other transfer of any of such rights or obligations by operation of law or otherwise without the required consent of PBE shall be void, of no force or effect and shall not be binding on PBE. 8.5 Subject to the Property foregoing restrictions set forth in accordance with this Agreement. The Senior Lender section, this Agreement shall be required to act reasonably binding upon and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers inure to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all benefit of the obligations of the Senior Lender hereunder parties hereto, their successors and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeassigns.

Assignment. The Subordinate Lender agrees that it Neither Party may assign the PPA without prior written consent of the other Party, which shall not sellbe unreasonably withheld. Any direct or indirect change of control of Seller (whether voluntary or by operation of law) will be deemed an assignment and will require the prior written consent of Buyer, transferwhich shall not be unreasonably withheld. Seller shall pay Buyer’s out of pocket expenses, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security including reasonable attorneys’ fees, incurred to any person or persons (the "Assignee")provide consents, and that no such saleestoppels, transfer, assignment or other disposition required documentation in connection with Seller’s financing for the Facility. Buyer will have no obligation to provide any consent, or enter into any agreement, that materially and adversely affects any of Buyer’s rights, benefits, risks or obligations under the definitive PPA. Buyer shall have the right to make a limited assignment in any way be effective unlessconnection with a municipal prepayment transaction to an entity (“Limited Assignee”) that has, or provides a parent guaranty in each such case: such Assignee executes form and delivers substance reasonably acceptable to Seller from an entity with, an investment grade credit rating, of Buyer’s right to receive Product and Buyer’s obligation to make payments to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to Seller. The limited assignment shall be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title expressly subject to the Property in accordance with Limited Assignee’s timely payment of amounts due under this AgreementPPA. The Senior Lender Buyer shall be required to act reasonably and in good faith in entering into pay Seller for any such assumption agreement with payments not timely made by the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Limited Assignee, and no such sale, transfer, assignment or other disposition ▇▇▇▇▇ shall in any way remain obligated to perform all of its obligations under this PPA notwithstanding the limited assignment. Any failure by the Limited Assignee to make payments to Seller when due hereunder shall be effective unless, in each such case: such Assignee executes and delivers a Buyer Event of Default if not cured within the applicable cure period specified herein. Subject to the Subordinate Lender an assumption foregoing, ▇▇▇▇▇ may make such assignment upon not less than thirty (30) days’ advance written notice by delivering to Seller a written request for Seller’s consent to such assignment, which request must include a proposed assignment agreement directly in form and substance reasonably acceptable to Seller. Provided that Buyer delivers a proposed assignment agreement complying with the Subordinate Lender pursuant to which such Assignee previous sentence, Seller agrees to be bound by all of (i) comply with Limited Assignee’s reasonable requests for know-your-customer and similar account opening information and documentation with respect to Seller, including but not limited to information related to forecasted generation, credit rating, and compliance with anti-money laundering rules, the obligations of ▇▇▇▇-▇▇▇▇▇ Act, the Senior Lender hereunder Commodity Exchange Act, the Patriot Act and affirms all of the respective rightssimilar rules, remedies regulations, requirements and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section)corresponding policies; and corresponding transfers in favour of the Assignee of the registered postponement (ii) promptly execute such assignment agreement and any registered notice of this Agreement have been registered against title implement such assignment as contemplated thereby, subject only to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably countersignature of Limited Assignee and in good faith in entering into any such assumption agreement with the AssigneeBuyer.

Assignment. The Subordinate Lender agrees that it Except as provided in Section 23, neither this Agreement nor any interest hereunder shall not sellbe assigned or transferred by Buyer without the prior written consent of Seller; provided, transferhowever, Buyer may assign or otherwise dispose of transfer its interest under this Agreement to an entity controlling, controlled by or under common control with Buyer; and provided further, any interest assignment by Buyer must be completed not less than three (3) business days before the Closing Date. In connection with any such assignment, the assignee shall assume the assignor’s obligations hereunder, but the assignor shall nevertheless remain liable therefor. As used in this Agreement, the Subordinate Indebtedness or the Subordinate Security term “Buyer” shall be deemed to include any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all permitted assignee of the terms and conditions hereof including without limitation all of initial Buyer. Notwithstanding the obligations of foregoing, Buyer reserves the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against right to take title to the Property in accordance with this Agreementthe name of an assignee, or in the name of one or more of the institutional investors for which Buyer or one of its affiliates is then acting as investment manager (a “Separate Account’’) or an assignee of a Separate Account. The Senior Lender In the event the rights and obligations of Buyer hereunder shall be required assigned by Buyer to act reasonably a Separate Account, the assignor shall be released from any obligation or liability hereunder, other than its indemnity contained in the Access License, and in good faith in entering into such Separate Account shall be substituted as Buyer hereunder, shall be entitled to the benefit of and may enforce Seller’s covenants, representations and warranties hereunder as if such Separate Account were the original Buyer hereunder, and shall assume all obligations and liabilities of Buyer hereunder, subject to any limitations of such liabilities and obligations hereunder or provided by law. Upon notification to Seller of any such assumption agreement with assignment, Seller’s representations and warranties hereunder shall be deemed remade to the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any AssigneeSeparate Account, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes Buyer’s representations and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender warranties hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with deemed made by the AssigneeSeparate Account.

Assignment. The Subordinate Lender agrees that it CMCC may assign this Agreement at any time to an Affiliate, and otherwise may assign this Agreement only with the prior written consent of Licensee, which consent shall not sellbe unreasonably withheld or delayed, transferprovided that CMCC may not assign this Agreement to a competitor of Licensee or an entity that receives more than fifty percent (50%) of its funding from a competitor of Licensee without the prior written consent of Licensee, assign which consent may be granted or otherwise dispose of any interest withheld in the Subordinate Indebtedness or the Subordinate Security sole discretion of Licensee. Licensee may assign this Agreement at any time to any person or persons (the "Assignee")an Affiliate, and otherwise may assign this Agreement only with the prior written consent of CMCC, which consent shall not be unreasonably withheld or delayed; provided, however, that no such salein the event that Licensee assigns this Agreement to an Affiliate in accordance with this Article XII, transfer, assignment or other disposition Licensee shall in any way be effective unlessremain liable for the obligations hereunder. Notwithstanding the foregoing, in each such case: such Assignee executes the event Licensee merges with another entity, is acquired by another entity, or sells all or substantially all of its assets to another entity, Licensee may assign its rights and delivers obligations hereunder to the Senior Lender surviving or acquiring entity if: (i) Licensee is not then in material breach of this Agreement; (ii) the proposed assignee has a net worth at least equivalent to the net worth Licensee had as of the Effective Date; (iii) the proposed assignee has or will have sufficient available resources, including financial resources, management experience, and sufficient scientific, business and other expertise comparable or superior to Licensee, that will be committed in order to satisfy its obligations hereunder; (iv) Licensee * Confidential Treatment Requested 34 provides written notice of the assignment to CMCC, together with documentation sufficient to demonstrate the requirements set forth in subparagraphs (i) through (iii) above, at least twenty (20) days prior to the effective date of the assignment; and (v) CMCC receives from the assignee, in writing, at least twenty (20) days prior to the effective date of the assignment: (a) reaffirmation of the terms of this Agreement; (b) an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of this Agreement; (c) an agreement to perform the obligations of the Subordinate Lender hereunder Licensee under this Agreement, and affirms all of the respective rights(d) reasonable disclosure, remedies reasonably satisfactory to CMCC, concerning subparagraphs (ii) and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice iii) of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeparagraph.

Assignment. (a) Neither of the parties hereto may assign any of its rights or delegate any of its obligations under this Agreement or the Option created hereunder to any other person without the express written consent of the other party, except that Grantee may assign this Agreement to a wholly owned subsidiary of Grantee and Grantee may assign its rights hereunder in whole or in part after the occurrence of a Preliminary Purchase Event; provided, however, that until the date at which Grantee is permitted under the BHC Act after the Federal Reserve Board has approved an application by Grantee under the BHC Act to acquire the shares of Common Stock subject to the Option, Grantee may not assign its rights under the Option, other than to a wholly owned subsidiary of Grantee, except in (i) a widely dispersed public distribution, (ii) a private placement in which no one party acquires the right to purchase in excess of 2% of the voting shares of Issuer, (iii) an assignment to a single party (e.g., a broker or investment banker) for the purpose of conducting a widely dispersed public distribution on Grantee's behalf, or (iv) any other manner approved by the Federal Reserve Board. The Subordinate Lender agrees term "Grantee" as used in this Agreement shall also be deemed to refer to Grantee's permitted assigns. (b) Any assignment of rights of Grantee to any permitted assignee of Grantee hereunder shall bear the restrictive legend at the beginning thereof substantially as follows: The transfer of the option represented by this assignment and the related option agreement is subject to resale restrictions arising under the Securities Act of 1933, as amended, and to certain provisions of an agreement between Citizens Banking Corporation ("Grantee") and F & M Bancorporation, Inc. ("Issuer") dated as of the 18th day of April, 1999. A copy of such agreement is on file at the principal office of Issuer and will be provided to any permitted assignee of the option without change upon receipt by Issuer of a written request therefor. It is understood and agreed that it shall not sell, transfer, assign or otherwise dispose (i) the reference to the resale restrictions of any interest the Securities Act in the Subordinate Indebtedness above legend shall be removed by delivery of substitute assignments without such reference if Grantee shall have delivered to Issuer a copy of a letter from the staff of the SEC, or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unlessan opinion of counsel, in each such case: such Assignee executes form and delivers substance satisfactory to Issuer, to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which effect that such Assignee agrees to be bound by all legend is not required for purposes of the terms and conditions hereof including without limitation all of Securities Act; (ii) the obligations of reference to the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice provisions of this Agreement in the above legend shall be removed by delivery of substitute assignments without such reference if the Option has been registered against title to the Property sold or transferred in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement compliance with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice provisions of this Agreement have been registered against title to and under circumstances that do not require the Property in accordance with this Agreement. The Subordinate Lender retention of such reference; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such assignments shall bear any other legend as may be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeby law.

Assignment. The Subordinate Lender agrees that it Except as provided in this clause, neither party shall assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement (any such assignment or delegation constituting an "Assignment") without the prior written consent of the other party, which shall not sellbe unreasonably conditioned, transferdelayed or withheld. Any attempted assignment in contravention of the provisions of this paragraph shall be void and ineffective. Nothing shall preclude a party from employing a subcontractor in carrying out its obligations under this Agreement; but a party's use of such subcontractor shall not release or discharge the party from its obligations under this Agreement. Notwithstanding the foregoing, assign nothing herein shall preclude an Assignment by either party to [an Affiliate] an entity controlling, controlled by or otherwise dispose under common control with, or which acquires or succeeds to ownership of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by substantially all of the terms assets and conditions hereof including operations of, such Lucent Technologies Proprietary 16 21 party, without limitation all the consent of the other party (any such Assignment constituting a "Permitted Assignment"); provided, however, that (a) a party seeking to perform a Permitted Assignment is not in breach or default of this Agreement and (b) with respect to a Permitted Assignment by Customer, the assignee is not (i), in the reasonable opinion of Seller, [materially] inferior in creditworthiness to Customer or (ii), an entity principally engaged in the manufacture or sale of telecommunications products or services in competition with Seller. In no event shall a Permitted Assignment supersede, or operate to diminish the rights or increase the obligations of Seller under this Agreement or any existing agreement between Seller and the Subordinate Lender hereunder and affirms all assignee for purchase of the respective rightsProducts, remedies and priorities set forth Licensed Materials or Services available for procurement by Customer under this Agreement ("Preexisting Agreement"). Notwithstanding anything herein contained to the contrary, no Assignment or Permitted Assignment shall act to release or discharge Customer or any assignee of its obligations with respect to any purchase commitment contained in this Agreement or any Preexisting Agreement (including"Purchase Commitment") or to modify the terms of such Purchase Commitment. In the event of a Permitted Assignment to an assignee with a Preexisting Agreement, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee parties agree that upon the full satisfaction of any registered Purchase Commitments the assignee shall elect and may thereafter only procure Products, License Materials, and Services from Seller under this Agreement or the Preexisting Agreement, but not both. A party that makes any Permitted Assignment shall provide prompt notice thereof to the other party. For purposes of this Agreement has been registered against title to clause, the Property in accordance with term "Agreement" includes this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into , any such assumption subordinate agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with placed under this section); and corresponding transfers in favour of the Assignee of the registered postponement Agreement and any registered notice of order placed under this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneeor subordinate agreement.

Assignment. The Subordinate Lender agrees that it shall Without Lessor’s prior written consent, Lessee will not sellassign, transfer, assign pledge, hypothecate, grant any security interest in or otherwise dispose of this Agreement or the Property or any interest in the Subordinate Indebtedness this Agreement or the Subordinate Security Property. Lessor may assign its rights, title and interest in and to any person or persons (this Agreement, the "Assignee")Property, and that no such sale, transfer, assignment or any other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers documents executed with respect to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to and/or grant or assign a security interest in this Agreement and the Property in accordance whole or in part; provided, however, in the event any assignment by Lessor involves multiple assignees, the assignment shall provide for the appointment of a single agent to act on behalf of all assignees with respect to this Agreement through whom the Lessee may exclusively deal. Any such assignees shall have all the rights and obligations of Lessor under this Agreement. The Senior Lender This Agreement inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. Lessee shall make payments required under this Agreement directly to the assignee if assigned in whole, or if assigned in part, payments shall be required made to a single agent to act reasonably on behalf of all assignees, without abatement or reduction of any kind. No assignment or reassignment of any of Lessor’s rights, title or interest in this Agreement or the Property shall be effective unless and until Lessee shall have received a duplicate original counterpart of the documents by which the assignment or reassignment is made, disclosing the name and address of each such assignee, provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in good faith the Agreement, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in entering into any such assumption agreement with the Assigneeeffect. The Senior Lender agrees that it foregoing notwithstanding, Lessor shall not sellparticipate any portion of the Agreement in a public offering as such term is defined by applicable federal laws, transferregulations, assign rules and interpretations thereof in effect at the time of the proposed participation without the prior written consent of Lessee, which Lessee may provide at its sole discretion. In the event Lessor undertakes to assign, transfer or otherwise dispose of participate any interest under this Agreement in a transaction other than a public offering approved by the Senior Indebtedness Lessee, the private placement memorandum, offering letter or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition similar solicitation disclosure document provided by Lessor shall in any way be effective unlessset forth on its cover page, in each such case: such Assignee executes and delivers to bold face capital letters the Subordinate Lender an assumption agreement directly with same size as the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of largest type on the obligations of page, the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneefollowing statements.:

Assignment. The Subordinate Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice burdens of this Agreement are binding upon, and the benefits inure to, all successors in interest of the Parties to this Agreement and constitute covenants that run with the land. Except as otherwise specifically provided in this Agreement, Van Tuyl Entities’ rights and obligations hereunder shall only be assigned to a person or entity that has been registered against title acquired the Property, or a portion thereof, and shall be assigned by a written instrument, recorded in the official records of Yavapai County, Arizona, expressly assigning such rights and obligations. In the event of a complete or partial assignment of Van Tuyl Entities’ rights and obligations hereunder, except an assignment for collateral purposes only, Van Tuyl Entities’ liability under this Agreement shall terminate. Nothing in this Agreement shall operate to restrict Van Tuyl Entities’ ability to assign less than all of Van Tuyl Entities’ rights and obligations under this Agreement to those persons or entities that acquire any portion of the Property Property. Notwithstanding the foregoing, the ongoing ownership, operation and maintenance obligations in accordance connection with this Agreement may be assigned to an affiliate, acquirer, or owners’ association. However, prior to any assignment, Van Tuyl Entities must reasonably determine that such affiliate, acquirer, or association has the ability to perform the obligations under the terms of the Agreement and notify Town of any pending assignment and the results of Van Tuyl Entities’ determination that the affiliate, acquirer, or association has the ability to perform the obligations under the terms of the Agreement. The Senior Lender No assignment shall be required finalized until Town has consented, such consent to act reasonably not be unreasonably withheld. Notwithstanding any other provisions of this Agreement, Van Tuyl Entities may assign all or part of Van Tuyl Entities’ rights and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security duties under this Agreement as collateral to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to financial institution from which Van Tuyl Entities’ has borrowed funds for use developing the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeProject.

Assignment. The Subordinate Lender agrees a. Subject to subparagraph (b) below, Owner may, in its sole and absolute discretion, assign this Reimbursement Agreement with respect to all or part of the District Property from time to time to any party in connection with the sale of the Project or any portion thereof and in connection with a corresponding assignment of the rights and obligations in the PID Financing Agreement, if then existing, to any party, so long as the assignee has demonstrated to the City’s satisfaction that it the assignee has the financial, technical, and managerial capacity, the experience, and expertise to perform any duties or obligations so assigned and so long as the assigned rights and obligations are assumed without modifications to this Reimbursement Agreement or the PID Financing Agreement. Owner shall provide the City thirty (30) days prior written notice of any such assignment. Upon such assignment or partial assignment, Owner shall be fully released from any and all obligations under this Reimbursement Agreement and shall have no further liability with respect to this Reimbursement Agreement for the part of the Project so assigned. b. Any sale of a portion of the Property or assignment of any right hereunder shall not sellbe deemed a sale or assignment to a Designated Successor or Assign unless the conveyance or transfer instrument effecting such sale or assignment expressly states that the sale or assignment is to a Designated Successor or Assign. c. Any sale of a portion of the Property or assignment of any right hereunder shall not be deemed a Transfer unless the conveyance or transfer instrument effecting such sale or assignment expressly states that the sale or assignment is deemed to be a Transfer. d. Provided, however, that no such conveyance, transfer, assign assignment, mortgage, pledge or otherwise dispose other encumbrance shall be made without the prior written approval of any interest in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no City Council if such saleconveyance, transfer, assignment assignment, mortgage, pledge or other disposition shall encumbrance would result in any way be effective unless, in each such case: such Assignee executes and delivers the payments hereunder being pledged to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound payment of debt service on public securities issued by all any other state of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment United States or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title political subdivision thereof. e. Notwithstanding anything to the Property in accordance with contrary contained herein, this Agreement. The Senior Lender Section 17 shall not apply to Transfers which shall be required governed by Section 16 above. f. It is hereby acknowledged that the limitations on the ability to act reasonably and make a Transfer as described in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it Section 16 above shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers also apply to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder Designated Successors and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeAssigns.

Assignment. The Subordinate Lender agrees that it shall A party must not sell, transfer, assign or otherwise dispose deal with any right under this agreement without the prior written consent of any interest the other parties. Any change of ownership or control (as defined in section 50AA of the Commonwealth Corporations Act 2001) of a party (excluding the Council) shall be deemed to be an assignment of this agreement for the purposes of this clause. Any purported dealing in breach of this clause is of no effect. Arrangements with Mortgagee The Developer [or the Landowner, if the Developer is not the owner of the land] agrees with the Council that if the Developer [or the Landowner, if the Developer is not the owner of the land] mortgages the Land after this agreement is entered into it must use all reasonable efforts at that time to arrange a multiple party deed of agreement between the Council, the Developer, and the mortgagee who will be providing finance for the Works so that the mortgagee accepts that the responsibilities set out in this agreement are binding upon the mortgagee in the Subordinate Indebtedness or event that the Subordinate Security to any person or persons (Developer defaults on the "Assignee"), mortgage and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all mortgagee takes possession of the Land. The terms and conditions hereof including without limitation all of the adoption of the obligations of the Subordinate Lender hereunder and affirms all Developer by the mortgagee shall be as reasonably required by the Council. The agreement shall be prepared at the cost of the respective rightsDeveloper. Transfer of Land The Developer [or the Landowner, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour if the Developer is not the owner of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall land] may not sell, transfer, assign or otherwise dispose of the whole or any part of its right, title or interest in the Senior Indebtedness Land (present or future) or in the Senior Security Development to any Assigneeanother person (Transferee) unless before it sells, and no such saletransfers or disposes of that right, transfer, assignment title or other disposition shall interest: The Developer [or Landowner] satisfies the Council that the proposed Transferee is financially capable of complying with the Developer obligations under this agreement; The Developer [or Landowner] satisfies the Council that the rights of the Council will not be diminished or fettered in any way be effective unless, in each such case: such Assignee executes and way; The Transferee delivers to the Subordinate Lender an assumption agreement directly with Council a novation deed signed by the Subordinate Lender pursuant Transferee in a form and of such substance as is acceptable to the Council containing provisions under which such Assignee the Transferee agrees to be bound by comply with all of the outstanding obligations of the Senior Lender hereunder Developer under this agreement; The Transferee delivers to the Council replacement Bonds or Bank Guarantees as required by this agreement; Any default under any provisions of this agreement has been remedied or waived by the Council, on such conditions as the Council may determine, and affirms all The Developer and the Transferee pay the Council’s reasonable costs in relation to the assignment. Approvals and consents Except as otherwise set out in this agreement, and subject to any statutory obligations, a party may give or withhold an approval or consent to be given under this agreement in that party’s absolute discretion and subject to any conditions determined by the party. A party is not obligated to give its reasons for giving or withholding consent or for giving consent subject to conditions. No ▇▇▇▇▇▇ Discretion This agreement is not intended to operate to ▇▇▇▇▇▇, in any manner, the exercise of any statutory power or discretion of the respective rightsCouncil, remedies and priorities set forth herein (including, without limitationbut not limited to, an express covenant from such Assignee against any statutory power or discretion of the Council relating to the Development Application or any other application for Development Consent (all referred to in this agreement as a “Discretion”). No ▇▇▇▇▇▇ No provision of this agreement is intended to constitute any ▇▇▇▇▇▇ on the exercise of any Discretion. If, contrary to the operation of this clause, any provision of this agreement is held by a court of competent jurisdiction to constitute a ▇▇▇▇▇▇ on any Discretion, the parties agree: They will take all practical steps, including the execution of any further saledocuments, transferto ensure the objective of this clause is substantially satisfied, assignment or other disposition except in accordance with In the event that (a) cannot be achieved without giving rise to a ▇▇▇▇▇▇ on the exercise of a Discretion, the relevant provision is to be severed and the remainder of this section); agreement has full force and corresponding transfers in favour effect, and To endeavour to satisfy the common objectives of the Assignee parties in relation to the provision of this agreement which is to be held to be a ▇▇▇▇▇▇ on the extent that is possible having regard to the relevant court judgment. Planning Certificates The Developer acknowledges that Council may, at its discretion, include advice on any planning certificate issued under section 10.7 of the registered postponement and any registered notice of Act that this Agreement have been registered against title to agreement affects the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeLand.

Assignment. The Subordinate Lender agrees that it shall not sell(a) As security for the due and punctual performance and payment of all of the Borrower’s obligations under the Credit Agreement, transferthe Borrower hereby assigns to the Bank all of the Borrower’s right, assign or title and interest in, to and under the REPA, and Consumers hereby consents to such assignment. Unless expressly provided otherwise dispose of any interest in this Assignment Agreement, nothing in the Subordinate Indebtedness or the Subordinate Security to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition Credit Agreement shall in any way amend, alter or otherwise affect any rights of Consumers under the REPA. (b) The Bank shall be effective unlessentitled (but not obligated) to exercise all rights and to cure all defaults of the Borrower under the REPA, subject to applicable notice and cure periods provided in the REPA and as set forth herein. Upon receipt of written notice from the Bank, Consumers agrees to accept such exercise and cure by the Bank if timely made by the Bank under the REPA and this Assignment Agreement. In the event the Bank or its designee(s) or assignee(s) succeed to the Borrower’s interest under the REPA, the Bank or its designee(s) or assignee(s) shall cure all then-existing payment or other performance defaults under the REPA. The Bank and its designee(s) or assignee(s) shall then have the right to assign its interest in the REPA to a person or entity to whom the Borrower’s interest in the Facility is transferred, provided that (i) such transferee assumes and can perform all of the then-outstanding obligations of the Borrower under the REPA, (ii) the transferee provides the credit support required under the REPA, and (iii) such transferee has at least three (3) years’ experience operating facilities similar to the Facility or has contracted with an operations and maintenance provider having such experience. Upon such assignment, the Bank and its designee(s) or assignee(s) (including their agents and employees) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned. Notwithstanding any such further assignment and assumption of the obligations of the Borrower under the REPA by such party, the Bank shall remain liable for the obligations of the Borrower under the REPA which arose during the period in which the Bank assumed the Borrower’s obligations under the REPA. (c) Upon an event of default or breach by the Borrower in the performance of any of its obligations under the REPA, or upon the occurrence or non-occurrence of any event or condition under the REPA which would immediately or with the passage of any applicable grace period or the giving of notice enable Consumers to terminate the REPA (hereinafter, a “Default”), Consumers shall not terminate the REPA until it first gives written notice of such Default to the Bank and affords the Bank (i) ten (10) days, in the case of a Default for failure to pay amounts to Consumers which are due and payable under the REPA and (ii) thirty (30) days, in the case of any Default not included in clause (i), the opportunity cure such Default. Each of the periods in the foregoing clauses (i) and (ii) shall begin on the later of (A) the expiration of the Borrower’s cure period under the REPA (if any) and (B) the date of the Bank’s receipt of notice of such Default from Consumers. Consumers and the Borrower each agree that unless and until Consumers receives written notice from the Bank as set forth in Section 1(b) above, the Bank shall not be deemed by virtue of the execution and delivery of this Assignment Agreement to have assumed any of the obligations of the Borrower under the REPA. (d) If (i) possession of the Facility is necessary to cure such Default or (y) if the Default can only be cured by the Borrower and is not curable by the Bank, such as the bankruptcy of the Borrower or the consolidation, amalgamation or merger of the Borrower into, or transfer of all or substantially all of its assets to, another entity which fails to assume the obligations of the Borrower under the REPA, and, in each such case: such Assignee executes , the Bank or its successor(s), assignee(s) and/or designee(s) declares an “Event of Default” under the Credit Agreement and delivers notifies Consumers in writing that the Bank has commenced foreclosure or other legal proceedings necessary to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all take possession of the terms Facility, the Bank will be allowed a reasonable period to both commence (not to exceed thirty (30) days) and conditions hereof including without limitation all complete (not to exceed one hundred fifty (150) additional days) such proceedings, provided that, if the Default can only be cured by the Borrower and is not curable by the Bank as described above, the Bank shall be entitled to assume the rights and obligations of the Borrower under the REPA and provided such assumption occurs, and if the Bank cures any other pending defaults by the Borrower, Consumers shall not be entitled to terminate the REPA as a result of such Default. If the Bank or its successor(s), assignee(s) and/or designee(s) is prohibited by any court order or bankruptcy or insolvency proceedings of the Borrower from curing the Default or from commencing or prosecuting such proceedings, the foregoing time periods shall be extended by the period of such prohibition, provided that the Bank or its successor(s), assignee(s) and/or designee(s) is pursuing relief from such prohibition with due dispatch. Consumers shall recognize the Bank or its designee(s) or assignee(s) as the applicable party under the REPA provided that the Bank or its designee(s) or assignee(s) assume the obligations of the Subordinate Lender hereunder Borrower under the REPA; and affirms all provided further that the Bank or its designee(s) or assignee(s) has a creditworthiness or total credit support at least equal to that of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour Borrower as of the Assignee of date hereof. (e) In the event that the REPA is rejected by a trustee or debtor-in-possession in any registered notice of this Agreement has been registered against title to bankruptcy or insolvency proceeding, and if, within thirty (30) days after such rejection, the Property in accordance Bank shall so request, Consumers will negotiate with this Agreement. The Senior Lender shall be required to act reasonably and the Bank in good faith in entering an effort to execute and deliver to Bank a new power purchase agreement reasonably agreeable to Consumers and the Bank, which shall be on as reasonably similar terms and conditions as the original REPA for the remaining term of the original REPA before giving effect to such rejection, and which shall require the Bank to cure any defaults then existing under the original REPA. (f) In the event the Bank or its designee(s) or assignee(s) elect(s) to succeed to the Borrower’s interest under the REPA, or enter into a new power purchase agreement as provided in Section 1(e) above, the recourse of Consumers against the Bank or its designee(s) and assignee(s) shall be limited to such party or parties’ interests in the Facility, the credit support provided or required under the REPA, and any such assumption remedies available to Consumers under the new power purchase agreement with if entered into between Consumers and the Assignee. The Senior Lender agrees that it Bank or its designee(s) or assignee(s) as provided in Section 1(e) above. (g) This Assignment Agreement shall not sell, transfer, assign be deemed to release or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall affect in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all Borrower or Consumers under any provisions of the respective rightsREPA, remedies and priorities except as expressly set forth herein (including, without limitation, an express covenant from such Assignee against in this Assignment Agreement. No assumption of the Borrower’s obligations under the REPA by the Bank or any further sale, transfer, assignment designee or other disposition except in accordance with this section); and corresponding transfers in favour of assignee shall release the Assignee of Borrower from its obligations to Consumers under the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the AssigneeREPA.

Assignment. The Subordinate Lender agrees (a) No Party shall assign or transfer all or any of its rights or obligations hereunder except in accordance with this Agreement and, if applicable, subject to any necessary consents of the JDA under the terms of the PSC and any other relevant regulations. (b) Pioneer may assign or transfer all or any of its rights or obligations hereunder to a third party (including an Affiliate) that it is capable of fully assuming and fulfilling the financial and technical obligations corresponding to the interest being assigned in accordance with the provisions to the JOA and to any necessary consents of the JDA under the terms of the PSC and any other relevant regulations. No assignment by Pioneer to a third party not an Affiliate of Pioneer shall be effective until ERHC has given its written consent (which consent shall not sell, transfer, assign be unreasonably or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security arbitrarily withheld) and assignee has executed documentation satisfactory to any person or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation ERHC assuming all of the obligations of Pioneer under this Agreement and the Subordinate Lender JOA with respect to the interest so assigned. Any assignment by Pioneer hereunder and affirms all shall be subject to the following limitations: (i) Pioneer may not assign more than 75% of its total Participating Interest until the approval of the respective rightsfirst field development programme; (ii) After the approval of the first field development programme, remedies Pioneer may assign one hundred percent (100%) of its Participation Interest; and (iii) Pioneer may not assign less than 5% to any one entity. (c) ERHC may assign or transfer all or any of its rights and priorities set forth herein obligations hereunder to a third party (including, without limitation, including an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except Affiliate) that is capable of fully assuming and fulfilling the financial and technical obligations corresponding to the interest being assigned in accordance with this section); and a corresponding transfer in favour the provisions of the Assignee JOA and to any necessary consents of the JDA under the terms of the PSC and any registered notice other relevant regulations. No assignment by ERHC to a third party not an Affiliate of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender ERHC shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it effective until Pioneer has given its written consent (which consent shall not sell, transfer, assign be unreasonably or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security arbitrarily withheld) and assignee has executed documentation satisfactory to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by Pioneer assuming all of the obligations of ERHC under this Agreement and the Senior Lender JOA with respect to the interest so assigned. Any assignment by ERHC hereunder and affirms all shall be subject to the following limitations: (i) ERHC may not assign any of its Participating Interest prior to the Transfer Date; (ii) After the Transfer Date but prior to the completion of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour minimum work commitment of Phase I of the Assignee PSC, ERHC may not assign more than fifty percent (50%) of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.its total Participating Interest; and

Assignment. The Subordinate Lender agrees (A) This license is personal to the Licensee. Without prior written consent of University, this Agreement may be assigned or transferred by Licensee: (i) to an Affiliate (and only for so long as said Affiliate remains an Affiliate); or (ii) in connection with any merger, consolidation or reorganization of Licensee; provided, that it (a) Licensee shall not sell, transfer, assign or otherwise dispose of any interest in the Subordinate Indebtedness or the Subordinate Security deliver written notice to University at least [***] prior to any person or persons (such proposed assignment, such notice to include the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by assignee’s contact information as well as a description of all of the material terms and conditions hereof of the agreement (as well as any changes thereto, as applicable, within the [***] notice period) between Licensee and the proposed assignee, (b) the proposed assignee agrees in writing to assume all obligations and liabilities of Licensee hereunder, and (c) Licensee is not in default of any of its obligations under this Agreement (including without limitation payment of any amounts due under this Agreement and/or diligence obligations) at the time of such proposed assignment. Any attempt by Licensee to transfer/assign this Agreement in violation of these restrictions will be null and void. Moreover, any attempt by Licensee to transfer/assign this Agreement in violation of these restrictions will [***] terminate this Agreement. (B) Without prior written consent of University, this Agreement may be assigned or transferred by Licensee in connection with any sale of all, or substantially all, of a Licensee’s assets related to the Patent Rights and/or Copyright provided that (a) Licensee shall deliver written notice to University at least [***] prior to any such proposed assignment, such notice to include the assignee’s contact information as well as a description of all of the obligations material terms and conditions of the Subordinate Lender hereunder agreement (as well as any changes thereto, as applicable, within the [***] notice period) between Licensee and affirms the proposed assignee, (b) the proposed assignee agrees in writing to assume all obligations and liabilities of Licensee hereunder, and (c) Licensee is not in default of any of its obligations under this Agreement (including without limitation payment of any amounts due under this Agreement and/or diligence obligations) at the time of such proposed assignment. Any attempt by Licensee to transfer/assign this Agreement in violation of these restrictions will be null and void. Moreover, any attempt by Licensee to transfer/assign this Agreement in violation of these restrictions will [***] terminate this Agreement. Any such assignment requires payment to University of an amount to be agreed upon by Licensee and University at the time of said proposed assignment (the “Assignment Fee”). No attempt to assign this Agreement will be valid and enforceable in the absence of the respective rightspayment of said Assignment Fee to University. (C) Licensee, remedies or its permitted assignee, will within [***] of the effective date of any assignment permitted under Sections 11.04(A) or 11.04(B), notify University of the assignment and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except advise if the assignee does not qualify for ‘small entity’ status in accordance with this section); and a corresponding transfer in favour of the Assignee of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee37 C.F.R. § 1.27.

Assignment. The Subordinate Lender agrees that it (a) Any Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement and the Series 2009-1 Notes, with the prior written consent of HVF, which consent shall not sellbe unreasonably withheld, transferto one or more financial institutions (an “Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, assign or otherwise dispose of any interest substantially in the Subordinate Indebtedness or form of Exhibit B (the Subordinate Security “Assignment and Assumption Agreement”), executed by such Acquiring Committed Note Purchaser, such assigning Committed Note Purchaser, the Funding Agent with respect to such Committed Note Purchaser and HVF and delivered to the Administrative Agent; provided that the consent of HVF to any person such assignment shall not be required (i) after the occurrence and during the continuance of an Amortization Event with respect to the Series 2009-1 Notes or persons (ii) if such Acquiring Committed Note Purchaser is an Affiliate of such assigning Committed Note Purchaser. An assignment by a Committed Note Purchaser that is part of an Investor Group that includes a Conduit Investor to an Investor Group that does not include a Conduit Investor may be made pursuant to this Section 9.17(a); provided, that immediately prior to such assignment each Conduit Investor that is part of the "Assignee"assigning Investor Group shall be deemed to have assigned all of its rights and obligations in the Series 2009-1 Notes (and its rights and obligations hereunder and under the Related Documents) in respect of such assigned interest to its related Committed Note Purchaser pursuant to Section 9.03(b). Notwithstanding anything to the contrary herein, any assignment by a Committed Note Purchaser to a different Investor Group that includes a Conduit Investor shall be made pursuant to Section 9.17(c), and that no not this Section 9.17(a). (b) Without limiting the foregoing, each Conduit Investor may assign all or a portion of the Investor Group Principal Amount with respect to such saleConduit Investor and its rights and obligations under this Agreement and any other Related Documents to which it is a party (or otherwise to which it has rights) to a Conduit Assignee with respect to such Conduit Investor without the prior written consent of HVF. Upon such assignment by a Conduit Investor to a Conduit Assignee, transfer(i) such Conduit Assignee shall be the owner of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor, assignment (ii) the related administrative or managing agent for such Conduit Assignee will act as the Funding Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under the other disposition shall in any way be effective unlessRelated Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties, in each such case: such Assignee executes and delivers case relating to the Senior Lender an assumption agreement directly with Series 2009-1 Commercial Paper and/or the Senior Lender pursuant Series 2009-1 Notes, shall have the benefit of all the rights and protections provided to which such Assignee agrees to be bound by all of Conduit Investor herein and in the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein other Related Documents (including, without limitation, an express covenant any limitation on recourse against such Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all of such Conduit Investor’s obligations, if any, hereunder or under the Base Indenture or under any other Related Document with respect to such portion of the Investor Group Principal Amount and such Conduit Investor shall be released from such obligations, (v) all distributions in respect of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor shall be made to the applicable Funding Agent on behalf of such Conduit Assignee, (vi) the definition of the term “CP Rate” with respect to the portion of the Investor Group Principal Amount with respect to such Conduit Investor, as applicable funded with commercial paper issued by such Conduit Assignee against from time to time shall be determined in the manner set forth in the definition of “CP Rate” applicable to such Conduit Assignee on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than any further saleother Conduit Investor), transfer, assignment or (vii) the defined terms and other disposition except terms and provisions of this Agreement and the other Related Documents shall be interpreted in accordance with this section); the foregoing, and (viii) if reasonably requested by the Funding Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Funding Agent may reasonably request to evidence and give effect to the foregoing. No assignment by any Conduit Investor to a corresponding transfer in favour Conduit Assignee of all or any portion of the Assignee Investor Group Principal Amount with respect to such Conduit Investor shall in any way diminish the obligation of the Committed Note Purchasers in the same Investor Group as such Conduit Investor under Section 2.03 to fund any registered notice Increase not funded by such Conduit Investor or such Conduit Assignee. (c) Any Conduit Investor and the Committed Note Purchaser with respect to such Conduit Investor (or, with respect to any Investor Group without a Conduit Investor, the related Committed Note Purchaser) may at any time sell all or any part of their respective (or, with respect to an Investor Group without a Conduit Investor, its) rights and obligations under this Agreement and the Series 2009-1 Notes, with the prior written consent of HVF, which consent shall not be unreasonably withheld, to an Investor Group with respect to which each acquiring Conduit Investor is a multi-seller commercial paper conduit, whose commercial paper has been registered against title ratings of at least “A-2” from S&P and “P2” from ▇▇▇▇▇’▇ and that includes one or more financial institutions providing support to such multi-seller commercial paper conduit (an “Acquiring Investor Group”) pursuant to a transfer supplement, substantially in the form of Exhibit C (the “Investor Group Supplement”), executed by such Acquiring Investor Group, the Funding Agent with respect to such Acquiring Investor Group (including each Conduit Investor (if any) and the Committed Note Purchasers with respect to such Investor Group), such assigning Conduit Investor and the Committed Note Purchasers with respect to such Conduit Investor, the Funding Agent with respect to such assigning Conduit Investor and Committed Note Purchasers and HVF and delivered to the Property in accordance with this Agreement. The Senior Lender Administrative Agent; provided that the consent of HVF to any such assignment shall not be required after the occurrence and during the continuance of an Amortization Event with respect to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees Series 2009-1 Notes; provided further that it shall not sellbe considered unreasonable for HVF to withhold its consent to an assignment to a potential Acquiring Investor Group that has ratings of at least “A-2” from S&P and “P2” by ▇▇▇▇▇’▇, transferbut does not have ratings of at least “A-1” from S&P or “P1” by ▇▇▇▇▇’▇ if such assignment will result in a material increase in HVF’s costs of financing with respect to the applicable Series 2009-1 Notes. (d) Any Committed Note Purchaser may, assign or otherwise dispose of any interest in the Senior Indebtedness ordinary course of its business and in accordance with applicable law, at any time sell to one or the Senior Security to any Assignee, and no such sale, transfer, assignment more financial institutions or other disposition shall entities (“Participants”) participations in any way be effective unlessits Committed Note Purchaser Percentage of the Maximum Investor Group Principal Amount with respect to it and the other Committed Note Purchasers included in the related Investor Group, its Series 2009-1 Note and its rights hereunder (or, in each case, a portion thereof) pursuant to documentation in form and substance satisfactory to such case: Committed Note Purchaser and the Participant; provided, however, that (i) in the event of any such Assignee executes sale by a Committed Note Purchaser to a Participant, (A) such Committed Note Purchaser’s obligations under this Agreement shall remain unchanged, (B) such Committed Note Purchaser shall remain solely responsible for the performance thereof and delivers (C) HVF and the Administrative Agent shall continue to deal solely and directly with such Committed Note Purchaser in connection with its rights and obligations under this Agreement and (ii) no Committed Note Purchaser shall sell any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement, the Base Indenture, the Series 2009-1 Supplement or any Related Document, except to the Subordinate Lender an assumption agreement directly extent that the approval of such amendment, consent or waiver otherwise would require the unanimous consent of all Committed Note Purchasers hereunder. A Participant shall have the right to receive reimbursement for amounts due pursuant to Sections 3.05, 3.06, 3.07 and 3.08 but only to the extent that the related selling Committed Note Purchaser would have had such right absent the sale of the related participation and, with respect to amounts due pursuant to Section 3.08, only to the extent such Participant shall have complied with the Subordinate Lender pursuant provisions of Section 3.08 as if such Participant were a Committed Note Purchaser. Each such Participant shall be deemed to which such Assignee agrees have agreed to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities provisions set forth herein in Section 3.10 hereof as if such Participant were a Committed Note Purchaser. (includinge) HVF authorizes each Committed Note Purchaser to disclose to any Participant or Acquiring Committed Note Purchaser (each, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement a “Transferee”) and any registered notice prospective Transferee any and all financial information in such Committed Note Purchaser’s possession concerning HVF, the Collateral, the Administrator and the Related Documents which has been delivered to such Committed Note Purchaser by HVF or the Administrator in connection with such Committed Note Purchaser’s credit evaluation of this Agreement have been registered against title to HVF, the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably Collateral and in good faith in entering into any such assumption agreement with the AssigneeAdministrator.

Assignment. The Subordinate Lender agrees that it 3.3.1 AEM shall not sellassign this Agreement or an interest in any part of it, transferunless: (a) the assignee is the purchaser or transferee of the Whale Tail Project or of an interest therein and such purchase or transfer is approved by the Governmental Authorities issuing such other permits and authorizations as are required by Applicable Laws for the Whale Tail Project, assign or otherwise dispose and the Whale Tail Project is not severed in any manner whatsoever; (b) the assignee undertakes in writing to KIA to assume all of any AEM’s obligations and liabilities under this Agreement, including the obligation to remedy all existing defaults and the payment of all amounts owed to KIA, in which case AEM shall be released from all of its obligations and liabilities; or, if the assignment is for an interest in the Subordinate Indebtedness Whale Tail Project, the assignee undertakes in writing to KIA to assume jointly and severally with AEM all of AEM’s obligations and liabilities under this Agreement; (c) AEM has obtained the consent of KIA to the assignment of the Production Lease and any other lease, permit or authorization granted by KIA to AEM in relation to the Subordinate Security Whale Tail Project, such consent not to be unreasonably withheld; and (d) KIA consents in writing to the assignment, such consent not to be unreasonably withheld or delayed once the conditions in paragraphs (a) to (c) are satisfied. 3.3.2 KIA shall not assign this Agreement or any interest therein or be released from its obligations, liabilities or covenants, unless the assignment is to a successor organization that is a Designated Inuit Organization for the Kivalliq Region under the NLCA, in which case the consent of AEM shall not be required and KIA shall, if the assignee has agreed to be liable, be released from its obligations, covenants and liabilities under this Agreement. 3.3.3 AEM may, without the consent of KIA, grant a security interest in, assign and/or mortgage all or any of its interests in this Agreement to a Lender as security for financing made available by the Lender to AEM. 3.3.4 In the event that the Lender forecloses, exercises a power of sale or otherwise realizes on its security, the Lender or Receiver may, subject to the consent of KIA exercised in a timely manner having regard to the circumstances and to the approval by the Governmental Authorities issuing permits and authorizations as are required by Applicable Laws for the Whale Tail Project, sell, transfer or assign all or any of its interest in this Agreement (a “Sale”) to any person Person, subject to the following requirements: (a) in the event of a Sale, the Lender or persons Receiver will ensure that the Purchaser or assignee, as a condition of the Sale, assumes in writing AEM’s obligations under this Agreement including the obligation to remedy all existing defaults (including the "Assignee"payment of all amounts owed to KIA), and that no such sale, transfer, assignment either in whole or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers proportion to the Senior interest being acquired by the Purchaser and the Lender an or Receiver shall provide documentation evidencing that assumption agreement directly with to KIA; and (b) where the Senior Lender pursuant to which such Assignee agrees to be bound by all of the terms and conditions hereof including without limitation all of the obligations of the Subordinate Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except Receiver has carried out a Sale in accordance with section 3.3.4(a) of this section); Agreement, the Lender, the Receiver and AEM will be released from its or their obligations under this Agreement either in whole or in proportion to the interest being sold. 3.3.5 In the event that there is a corresponding transfer in favour Dispute that is unresolved at the time of an assignment or Sale, AEM shall ensure that: (a) personnel with knowledge of the Assignee Dispute are made available; and (b) the assignment or Sale is subject to the condition that the assignee or Purchaser shall make available any documentation, to the extent necessary to facilitate the resolution or Arbitration of the Dispute. 3.3.6 At the request of AEM, KIA will within fifteen (15) Business Days of a request therefor, provide an estoppel certificate to AEM, Lenders and other Persons designated by AEM confirming the existence and good standing of this Agreement, or a description of the default if this Agreement is not in good standing at the time of such request and any registered notice other information concerning the status of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall as may be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assigneerequested.

Assignment. The Subordinate Lender agrees that it shall not sellDBCT Management may assign After consultation with the User, transfer, DBCT Management may assign all or otherwise dispose any part of any interest in the Subordinate Indebtedness or the Subordinate Security its benefits under this Agreement to any person who is responsible and has the expertise and financial capacity needed to operate and maintain the Terminal and comply with the obligations of DBCT Management under this Agreement. User may assign With the prior consent of DBCT Management, which consent will not be unreasonably withheld, a User may assign all or persons part of its rights or entitlements under this Agreement (including, in particular, all or part of its Annual Contract Tonnage) permanently or temporarily on the "Assignee"), and that no such sale, transfer, following basis:- the assignment or other disposition shall in any way will not be effective unless, in each : the assignee enters into a deed (prepared by DBCT Management at the expense of such case: such Assignee executes assignee) with DBCT Management by which DBCT Management and delivers to the Senior Lender an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees assignee agree to be bound by all the terms, conditions and obligations of this Agreement or the assignee's User Agreement (as DBCT Management, acting reasonably, determines) in respect of the terms assigned rights or entitlements as if the assignee were the User in respect of those assigned rights and conditions hereof including without limitation all of entitlements; and the assignee satisfies DBCT Management (acting reasonably) that the assignee has the financial and other relevant resources to enable it to discharge the obligations of the Subordinate Lender hereunder and affirms all User under this Agreement in respect of the respective rights, remedies assigned rights or entitlements (and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment DBCT Management will be deemed to be so satisfied if it executes or other disposition except agrees to execute the deed referred to in accordance with this sectionclause 12.2(a)(i)); when the assignment takes effect, the User will be discharged from all terms, conditions and a corresponding transfer in favour of the Assignee of any registered notice obligations of this Agreement has been registered against title (except to the Property extent that they accrued prior to the assignment) in accordance with respect of the rights and entitlements assigned; and if the User assigns only part of its rights or entitlements to another person, this AgreementAgreement will be treated from that time as if it were only an Agreement in respect of the unassigned rights or entitlements. The Senior Lender shall For clarification, "assign" and "assignment" includes novation or variation to the parties' respective User Agreements, and the outcome contemplated in this clause 12.2 may also be required to act reasonably and in good faith in entering into any such assumption agreement with achieved, if the Assignee. The Senior Lender agrees that it shall not sellUser so requests, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or case of an assignment to another Access Holder, by an agreement in a form substantially the Senior Security same as the agreement in Schedule . Permission to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers third party to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.Ship

Assignment. The Subordinate Lender agrees that it 18.1 Lessee shall not sellassign, transfer, assign or pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of of, any Lease or any Equipment or any interest in the Subordinate Indebtedness any Lease or the Subordinate Security Equipment. 18.2 Lessor may, at any time, assign its rights, title and interest in and to any person Lease or persons (the "Assignee"), and that no such sale, transfer, assignment or other disposition shall in any way be effective unlessEquipment, in each whole or in part, to a “Qualified Institutional Buyer” or an “Accredited Investor” within the meaning of the Securities Act of 1933, as amended. Any such case: such Assignee executes and delivers to the Senior Lender assignee (an assumption agreement directly with the Senior Lender pursuant to which such Assignee agrees to be bound by “Assignee”) shall have all of the terms rights of Lessor under the applicable Lease, except that the Lessor shall retain those rights related to its providing consent under any Lease. Unless otherwise agreed by Lessee in writing, any such assignment transaction shall not release Lessor from any of Lessor’s obligations under the applicable Lease. An assignment or reassignment of any of Lessor’s right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of assignment which discloses the name and conditions address of each such Assignee and includes an affirmative representation that each such Assignee is a “Qualified Institutional Buyer” or an “Accredited Investor” within the meaning of the Securities Act of 1933, as amended. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Section 149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments if so requested. 18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof including without limitation is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of the Subordinate Lender hereunder and affirms all of the respective rightsLessee under any Non-Assigned Leases; (b) said Assignee shall have no Lien on, remedies and priorities set forth herein (includingnor any claim to, without limitation, an express covenant from such Assignee against nor any further sale, transfer, assignment or other disposition except in accordance with this section); and a corresponding transfer in favour of the Assignee interest of any registered notice of this Agreement has been registered against title to the Property in accordance with this Agreement. The Senior Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee. The Senior Lender agrees that it shall not sell, transfer, assign or otherwise dispose of any interest in the Senior Indebtedness or the Senior Security to any Assignee, and no such sale, transfer, assignment or other disposition shall in any way be effective unless, in each such case: such Assignee executes and delivers to the Subordinate Lender an assumption agreement directly with the Subordinate Lender pursuant to which such Assignee agrees to be bound by all of the obligations of the Senior Lender hereunder and affirms all of the respective rights, remedies and priorities set forth herein (including, without limitation, an express covenant from such Assignee against any further sale, transfer, assignment or other disposition except in accordance with this section); and corresponding transfers in favour of the Assignee of the registered postponement and any registered notice of this Agreement have been registered against title to the Property in accordance with this Agreement. The Subordinate Lender shall be required to act reasonably and in good faith in entering into any such assumption agreement with the Assignee.kind in,