Common use of Assignment by Lessor Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re‑financing, purchase or re‑acquisition of the Property, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or transfer its rights and interests in the Lease and Property any interest herein to another party (“Person in order to maintain Lessor’s Assignee”) either outright or any of its Affiliates’ status Exhibit 10.15 as security for loansa REIT. Upon notice In the event of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee Lessee shall have all attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of the rights but none of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor under the assigned Lease, hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”sale.

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

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

Assignment by Lessor. (a) The Lessor’s right, title and interest in and to Rental Payments and any other amounts payable by the Sub-Lessee under any and all of the Leases and the Lessor’s security interest in the Equipment subject to each such Lease and in the Acquisition Fund or any portion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Lessor without the necessity of obtaining the consent of the Lessee or the Sub-Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (a) the Lessee and Sub- Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (b) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in such a Lease, such bank or trust company agrees to maintain, or cause to be maintained, a book- entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of the Lessee, to furnish such information to the Lessee. During the term of each Lease, the Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. The Lessee and the Sub-Lessee agree to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may assign be reasonably requested by the Lessor to protect its interest in the Equipment, in any Lease and in the Acquisition Fund. The Sub-Lessee shall not have the right to and shall not assert against any assignee of the Lessor any claim, counterclaim or transfer other right that the Sub-Lessee may have against the Lessor, the Lessee or any Vendor; the parties acknowledge and agree that the foregoing does not limit or restrict the Sub-Lessee in the exercise of any of its rights and interests in against the Lease and Property to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental or any Vendor. Assignments in part may include without limitation assignment of all of the Lessor’s security interest in and other payments to the Equipment listed in a particular Lease and perform its other obligations all rights in, to and under the Lease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment of less than all of the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have interests in all of the rights but none of the obligations of Lessor under the assigned Equipment listed in a single Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”.

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

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

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

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

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

Assignment by Lessor. Lessor may assign or transfer its rights and interests in the Lease and and/or the Property to another party (“"Lessor’s 's Assignee”") either outright or as security for loansloans (collectively the "Underwriting"). Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s 's Assignee (or to another party designated by Lessor’s 's Assignee). Upon any such sale or assignment, LESSEE’S 'S OBLIGATIONS TO LESSOR’S 'S ASSIGNEE UNDER THE ASSIGNED SCHEDULE LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S 'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor’s . Lessor's Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s 's obligations under the Lease. Upon any such assignment, Lessee agrees to promptly execute or otherwise authenticate and deliver to Lessor: (i) Lessor estoppel certificates, acknowledgments acknowledgements of assignment assignment, records and other documents requested by Lessor which acknowledge the assignment and affirm assignment, affirmation of provisions of the Lease, and (ii) UCC–1 Lease which may be required to effect the Underwriting. Lessee authorizes Lessor's assigns to file UCC-1 financing statements or precautionary filings as requestedLessor or its assigns deem necessary. Lessor's assigns are authorized to take any measures necessary to protect their interest in the Property, including placing a lien on titled vehicles. Only one executed counterpart of any Schedule shall be marked “"Original”"; any other executed counterparts shall be marked “"Duplicate Original” " or “"Counterpart”". No security interest in any Schedule may be created or perfected through the transfer and or possession or control, as applicable, of any counterpart other than the “document or record, as applicable, marked "Original”". SECTION 12.

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

Assignment by Lessor. Lessor may assign or transfer (a) Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, its rights and interests security interest in the Lease Equipment, the Escrow Account and Property to another party the Delivery Costs Account, and all proceeds therefrom (collectively, the “Lessor’s AssigneeAssigned Rights”) either outright may be assigned and reassigned by Lessor at any time, in whole or as security for loans. Upon notice in part, to one or more assignees or sub- assignees by Lessor without the necessity of any obtaining the consent of Lessee, but no such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee transfer or conveyance shall have all be effective as against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the name and address of the rights but none of the obligations of Lessor under the assigned Leaseassignee and Lease Servicer, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon if any (as hereafter provided); provided, that any such assignment, Lessee agrees to execute and deliver to Lessor: transfer or conveyance (i) estoppel certificatesshall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, acknowledgments of assignment as amended, and other documents requested by Lessor which acknowledge is purchasing the assignment and affirm provisions Assigned Rights (or any interest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the LeaseAssigned Rights or any interest therein as it determines to be in its best interests, and (ii) UCC–1 financing statements shall not result in more than 35 owners of the Assigned Rights or precautionary filings as requested. Only one executed counterpart the creation of any Schedule interest in the Assigned Rights in an aggregate principal component that is less than $1,000,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to matters arising hereunder or under the Escrow Agreement with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the assignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or an Event of Non-appropriation under this Agreement. If an entity other than Banc of America Public Capital Corp or one of its affiliates is to be designated as Lease Servicer, such designation of such other entity may be made only with the prior consent of Lessee, which consent shall not be unreasonably withheld or delayed. Lessor and Lessee hereby acknowledge and agree that the restrictions and limitations on transfer as provided in this Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Assigned Rights (or any interest therein). Lessor acknowledges that the Agreement has not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities laws and that Lessee has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be marked “Original”; subject to the condition that Lessee shall incur no costs nor be required to provide or execute any other executed counterparts documents (except as expressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and Lessor and any such assignee shall be marked “Duplicate Original” solely responsible for compliance with any securities or “Counterpart”. No security interest other laws, if applicable, in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”connection with such assignment.

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

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

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

Assignment by Lessor. (a) The Lessor’s right, title and interest in and to Rental Payments and any other amounts payable by the Sub-Lessee under any and all of the Leases and the Lessor’s security interest in the Equipment subject to each such Lease and in the Acquisition Fund or any portion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the Lessor without the DRAFT necessity of obtaining the consent of the Lessee or the Sub-Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (a) the Lessee and Sub- Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (b) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in such a Lease, such bank or trust company agrees to maintain, or cause to be maintained, a book- entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of the Lessee, to furnish such information to the Lessee. During the term of each Lease, the Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. The Lessee and the Sub-Lessee agree to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may assign be reasonably requested by the Lessor to protect its interest in the Equipment, in any Lease and in the Acquisition Fund. The Sub-Lessee shall not have the right to and shall not assert against any assignee of the Lessor any claim, counterclaim or transfer other right that the Sub-Lessee may have against the Lessor, the Lessee or any Vendor; the parties acknowledge and agree that the foregoing does not limit or restrict the Sub-Lessee in the exercise of any of its rights and interests in against the Lease and Property to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental or any Vendor. Assignments in part may include without limitation assignment of all of the Lessor’s security interest in and other payments to the Equipment listed in a particular Lease and perform its other obligations all rights in, to and under the Lease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment of less than all of the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have interests in all of the rights but none of the obligations of Lessor under the assigned Equipment listed in a single Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any such assignment, Lessee agrees to execute and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Lease, and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”.

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

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

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

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

Assignment by Lessor. Lessor may assign or transfer its rights and interests in the Lease and Property to another party (“Lessor’s Assignee”) Assignee either outright or as security for loans. Upon Lessee shall only receive notice of any such an assignment and instructions from Lessor, Lessee shall pay its or transfer if the Lessee's Monthly Rental and other payments and perform its other obligations under the Lease are required to be paid directly by Lessee to the Lessor’s 's Assignee (or to another party designated by Lessor’s 's Assignee). If the Lessee receives such notice, Lessee shall fully comply with all instructions for payment and performance contained therein. Upon any such sale or assignment, and with or without notice LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Lessee shall provide Lessor with a copy of any notices sent by Lessee to assignee under the Lease. Upon any such assignment, Lessee agrees to promptly execute or otherwise authenticate and deliver to Lessor: (i) Lessor estoppel certificates, acknowledgments acknowledgements of assignment assignment, records and other documents requested by Lessor which acknowledge the assignment and affirm assignment, affirmation of provisions of the Lease, and (ii) UCC–1 Lease which may be required to effect the Underwriting. Lessee authorizes Lessor’s assigns to file UCC-1 financing statements or precautionary filings as requestedLessor or its assigns deem necessary. Lessor’s assigns are authorized to take any measures necessary to protect their interest in the Property. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created or perfected through the transfer and or possession or control, as applicable, of any counterpart other than the document or record, as applicable, marked “Original”.

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

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

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

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

Assignment by Lessor. Lessor may assign or transfer (a) Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, its rights and interests security interest in the Lease Equipment, the Escrow Account and Property to another party the Delivery Costs Account, and all proceeds therefrom (collectively, the “Lessor’s AssigneeAssigned Rights”) either outright may be assigned and reassigned by Lessor at any time, in whole or as security for loans. Upon notice in part, to one or more assignees or sub- assignees by Lessor without the necessity of any obtaining the consent of Lessee, but no such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee transfer or conveyance shall have all be effective as against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the name and address of the rights but none of the obligations of Lessor under the assigned Leaseassignee and Lease Servicer, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon if any (as hereafter provided); provided, that any such assignment, Lessee agrees to execute and deliver to Lessor: transfer or conveyance (i) estoppel certificatesshall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, acknowledgments of assignment as amended, and other documents requested by Lessor which acknowledge is purchasing the assignment and affirm provisions Assigned Rights (or any interest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the LeaseAssigned Rights or any interest therein as it determines to be in its best interests, and (ii) UCC–1 financing statements shall not result in more than 35 owners of the Assigned Rights or precautionary filings as requested. Only one executed counterpart the creation of any Schedule interest in the Assigned Rights in an aggregate principal component that is less than $1,000,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to matters arising hereunder or under the Escrow Agreement with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the assignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or an Event of Non-appropriation under this Agreement. If an entity other than Banc of America Public Capital Corp or one of its affiliates is to be designated as Lease Servicer, such designation of such other entity may be made only with the prior consent of Lessee, which consent shall not be unreasonably withheld or delayed. Lessor and Xxxxxx hereby acknowledge and agree that the restrictions and limitations on transfer as provided in this Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Assigned Rights (or any interest therein). Xxxxxx acknowledges that the Agreement has not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities laws and that Xxxxxx has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be marked “Original”; subject to the condition that Lessee shall incur no costs nor be required to provide or execute any other executed counterparts documents (except as expressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and Lessor and any such assignee shall be marked “Duplicate Original” solely responsible for compliance with any securities or “Counterpart”. No security interest other laws, if applicable, in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”connection with such assignment.

Assignment by Lessor. Lessor (a) Lessor, without Lessee’s consent, may assign or transfer its rights and interests in the Lease and Property to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or to another party designated by Lessor’s Assignee). Upon any such sale or assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the rights but none of the obligations of Lessor under the assigned Lease, and after such assignment Lessor shall continue to be responsible for reassign all of Lessor’s obligations right, title and/or interest in and to this Agreement, the Escrow Account and the Escrow Account Agreement including, but not limited to, the Rental Payments and other amounts payable by Lessee and Lessor’s interest in the Equipment, in whole or in part to one or more assignees by Lessor at any time; provided, however, in no event shall Lessee be required to make Rental Payments, to send notices or otherwise deal with respect to matters arising under this Agreement with more than one individual or entity. No such assignment shall be effective as against Lessee unless and until written notice of the Leaseassignment is provided to Lessee. Upon any such When presented with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessor covenants and agrees to execute undertake all responsibility for compliance with State and deliver federal securities laws, including, but not limited to, responsibility for all actions of any placement agent in connection with the offer or sale of this Agreement or Lease Interests. The Lessor acknowledges and agrees that the Lessee has made no undertaking to Lessor: (i) estoppel certificates, acknowledgments provide nor has it approved any disclosure or other information for use in connection with the sale of assignment and other documents requested by Lessor which acknowledge the assignment and affirm provisions of the Leasethis Agreement or Lease Interests, and (ii) UCC–1 financing statements Lessor agrees to be fully responsible for any and all disclosure provided to potential investors. The Lessor represents and warrants that the sale of this Agreement or precautionary filings as requestedLease Interests is exempt from Rule 15c2-12, and acknowledges and agrees that the Lessee has made no undertaking to provide any continuing or other disclosure following the execution and delivery of this Agreement. Only one executed counterpart Lessor acknowledges and agrees that the sale or assignment of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest Interests is subject to the restrictions contained in any Schedule may be created through the transfer and possession of any counterpart other than the “Original”California Government Code Sections 5950-5955.

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

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

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