Common use of Assignment and Transfer Clause in Contracts

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or interest in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. 21.1 Except with respect to assignment or transfer to a wholly-owned subsidiary or parent company that owns all of the interests in Master Franchisee (awhich subsidiary or parent company, as applicable, must be, and remain during the Term, a single-purpose entity, the business of which is limited to the development, operation and servicing of Popeyes Restaurants and any activities ancillary thereto), this Agreement and the Development Rights granted to Master Franchisee may not be sold, assigned, transferred, leased, licensed or sub-licensed, charged, mortgaged, pledged, hypothecated, encumbered or otherwise disposed of, whether directly or indirectly (“Transferred”) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORby Master Franchisee, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERin whole or in part, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYvoluntarily or involuntarily by operation of law or otherwise, OR TO COME INTO OR REMAIN IN THE POSSESSION OFnor shall Master Franchisee have any right to sub-license any of the rights granted under this Agreement except as expressly provided herein, ANY PERSON BUT LESSEEnor shall Master Franchisee be permitted to subcontract the whole or any substantial part of its obligations under this Agreement, providedor to transfer any material assets that are necessary for Master Franchisee or any Affiliate thereof to operate its Direct-Owned Restaurants or fulfil its other material obligations under any of the Transaction Agreements or Franchise Agreements, however, so long as no Event of Default has occurred and is continuing, Lessee may upon without the prior written consent of LessorPLK, which consent may be withheld at PLK’s sole and complete discretion. Any Transfer described in this clause 21.1 without compliance with the terms hereof shall not be unreasonably withheldvoid and of no effect. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. 21.2 In the event that PLK sells, transfers, assigns, licenses or otherwise conveys the rights to the Popeyes Marks, Popeyes Domain Names and/or Popeyes Intellectual Property Rights previously licensed by PLK for the operation of the Popeyes System in the Territory to any Person (an “IP Transferee”), PLK shall assign its this Agreement, and all the rights and obligations of PLK hereunder, to such IP Transferee, in which case the IP Transferee shall license such intellectual property to Master Franchisee as contemplated in this Agreement, and Master Franchisee’s rights and obligations hereunder shall remain in full force and effect. Subject to an entity wholly owned by it; the foregoing, PLK may transfer or assign this Agreement, and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation all of the terms hereof, shall relieve Lessee rights and obligations of its obligations PLK hereunder and Lessee shall remain primarily liable hereunder. to (a) an Affiliate of PLK or (b) Lessor may transfer its rights and/or interest in an IP Transferee, and each of Master Franchisee, the Equipment JVC and the Lease Documents Shareholder hereby grants its prior and irrevocable consent to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Leaseassignment, and (ii) all notices or other communications shall be given towaives any requirement of prior notice. PLK will provide Master Franchisee, the JVC and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) Shareholder with formal written notice of the Code and will establish a book entry system to record assignment within fifteen (15) Days following its completion. Master Franchisee, the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents JVC and the EquipmentShareholder shall take all such actions as PLK shall reasonably require or as required by applicable Law to effect such transfer. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. 32.1 Niagara Mohawk shall have the right to assign its entire interest under this Agreement to an entity owned or controlled by Niagara Mohawk, or to any successor to Niagara Mohawk by purchase, merger, consolidation or reorganization, or to an affiliate that has the power to direct or cause the direction of management and policies of Niagara Mohawk, or to an affiliate entity with which Niagara Mohawk, or the controlling owners of Niagara Mohawk, have the power to direct or cause the direction of management and policies of such affiliate (hereafter collectively referred to as a “Niagara Mohawk Permitted Transfer”) without the consent of Licensee; provided that Niagara Mohawk shall give Licensee written notice not later than sixty (60) days following the effective date of a Niagara Mohawk Permitted Transfer. From and after the date of a Niagara Mohawk Permitted Transfer, Niagara Mohawk shall be relieved of all future performance, liabilities and obligations under this Agreement. 32.2 Licensee shall have the right to assign its entire interest under this Agreement to an entity owned or controlled by Licensee, or to any successor to Licensee by purchase, merger, consolidation or reorganization, or to an affiliate that has the power to direct or cause the direction of management and policies of Licensee, or to an affiliate entity with which Licensee, or the controlling owners of Licensee, have the power to direct or cause the direction of management and policies of such affiliate (hereafter collectively referred to as a “Licensee Permitted Transfer”) without the consent of Niagara Mohawk; provided that (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and Licensee is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by itthen in default under this Agreement; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or interest in if such proposed assignee is a successor to Licensee by purchase, said proposed assignee shall acquire all or substantially all of Licensee’s stock or assets or, if such proposed assignee is a successor to Licensee by merger, consolidation or reorganization, the Equipment and continuing or surviving corporation shall own all or substantially all of the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms assets of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. Licensee; (c) Lessee such proposed assignee maintains at the time of assignment, as demonstrated by current financial statements provided to Niagara Mohawk, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee under this Agreement; and (d) such assignee assumes all of Licensee’s obligations hereunder. Licensee shall maintain this Lease in registered form within give Niagara Mohawk written notice not later than sixty (60) days following the meaning effective date of Section 881(c)(2)(B)(ia Licensee Permitted Transfer. As used herein, the term “owned or controlled” shall mean ownership of more than fifty percent (50%) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an equity interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(esor more than fifty percent (50%) of the Transferee(s) and Lessee agrees to deliver all consentsvoting rights of the applicable entity. Any assignment or transfer by Licensee of its rights or obligations under this Agreement, certificates and other documents Lessor may reasonably request in connection with such than a Licensee Permitted Transfer. Lessee acknowledges and agrees that Lessor, shall be void without Niagara Mohawk’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipmentprior written consent. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR5.1 The Borrower expressly recognizes and accepts that the Bank shall, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERwithout prejudice to its right to perform such activities itself or through its officers or employees, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred be entitled and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights have full power and obligations hereunder authority to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or interest in the Equipment and the Lease Documents to appoint one or more Transferees as collateral security third parties and to delegate to such third party all or otherwiseany of its functions, rights and powers under this Agreement. Lessee This may relate: • to administration of the Loan, including the right and authority to collect and receive on behalf of the Bank from the Borrower, any payments and other amounts due by the Borrower under this Agreement and • to perform and execute all lawful acts, deeds, matters and things connected therewith and incidental thereto, including sending notices, attending the residence or office of the Borrower or otherwise contacting the Borrower (including the authorized signatory(ies)/representative(s), Guarantor(s) of the Borrower), receiving cash/ cheques/ drafts/mandates from the Borrower (including the authorized signatory(ies)/representative(s), Guarantor(s) of the Borrower) and giving valid and effectual receipts and discharge to the Borrower. For the purpose aforesaid, the Bank shall be entitled to disclose to any such third parties (including the authorized signatory(ies)/representative(s), Guarantor(s) of the Borrower) all necessary or relevant information pertaining to the Borrower and the Loan and the Borrower hereby acknowledges and agrees that consents to such disclosure by the Bank. Notwithstanding the above, in the event Lessor of the Borrower committing any act of default and/or the occurrence of any Event of Default, the Borrower expressly accepts and authorizes the Bank (and/or any such third party authorized by the Bank) to contact any third party(ies) (including the authorized signatory(ies), representative(s), Guarantor(s), the adult family members, secretary, accountants etc. of the Borrower) and disclose all necessary or relevant information pertaining to the Borrower and the Loan. The Borrower hereby consents to such disclosure by the Bank (and/or any such third party as the Bank may select). The Borrower further expressly authorizes the Bank (and/or any such third party as the Bank may select) to receive payments or such other Transferee has transferred its interest herein (i) no Transferee(s) security as may be offered by such third parties, as mentioned aforesaid, towards discharge of the Loan. 5.2 The Borrower expressly recognizes and accepts that the Bank shall, without reference to or intimation to the Borrower, be absolutely entitled and have full power and authority, to sell and /or assign to any third party or person as the Bank may decide, the Loan and all outstanding dues under this Agreement, in any manner, in whole or in part and on such terms as the Bank may decide. This may include reservation of right of the Bank to proceed against the Borrower, on behalf of the assignee or transferee, in the event of default in payment of any amounts due by the Borrower under this Agreement. Any such sale or assignment shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under bind the terms of this LeaseBorrower, and (ii) all notices the Borrower shall accept the third party as its sole creditor or other communications shall be given tocreditor jointly with the Bank, as the case may be, and made byin such event the Borrower shall pay to the Bank or such creditor or as the Bank may direct, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of outstanding amounts due from the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments Borrower under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the EquipmentAgreement. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORNotwithstanding anything to the contrary in the Agreement, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written without the consent of LessorCounterparty, which consent shall Dealer may assign any of its rights or duties hereunder to any one or more of its Affiliates (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used generally for similar transactions, by Dealer or Dealer’s ultimate parent; provided that, at the time of such assignment (i) Counterparty will not be unreasonably withheld, assign its rights and obligations hereunder required to pay (including a payment in kind) to the transferee any amount in respect of an entity wholly owned by itIndemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Counterparty would have been required to pay to Dealer in the absence of such transfer; and provided(ii) Counterparty will not receive any payment (including a payment in kind) from which an amount had been withheld or deducted, furtheron account of a Tax under Section 2(d)(i) of the Agreement, in excess of that each controlled on-site access medication storage cabinet which Dealer would have been required to so withhold or deduct in the absence of such transfer, except to the extent that constitutes Collateral may the transferee will be operated by a Program required to make additional payments pursuant to Section 2(d)(i)(4) of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site Agreement in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Providerrespect of such excess. No assignment or sublease, whether authorized Notwithstanding any other provision in this Section 12 Master Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in violation respect of any Transaction and any such designee may assume such obligations. Dealer may assign the terms hereof, right to receive Settlement Shares to any third party who may legally receive Settlement Shares. Dealer shall relieve Lessee be discharged of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or interest in to Counterparty only to the Equipment and extent of any such performance. For the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee avoidance of doubt, Dealer hereby acknowledges and agrees that notwithstanding any such designation hereunder, to the extent any of Dealer’s obligations in the event Lessor or such other Transferee has transferred respect of any Transaction are not completed by its interest herein (i) no Transferee(s) designee, Dealer shall be obligated to continue to perform or to cause any duty, covenant or condition required other of its designees to be performed by Lessor under the terms perform in respect of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designeesuch obligations. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORThis Agreement and all of the terms and provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. (b) This Agreement and/or any of the rights, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERinterests, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event or obligations hereunder of Default has occurred and is continuing, Lessee Seller may upon be assigned and/or transferred by Seller only with the prior written consent of LessorPurchaser, which consent shall be withheld only if the successor in interest either is a direct competitor of Purchaser in the Field of Use or is engaged in pending or imminent litigation with Purchaser. Seller may assign and/or transfer all of its rights hereunder to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of the business of Seller only with the prior written consent of Purchaser, which consent shall be withheld only if the successor in interest either is a direct competitor of Purchaser in the Field of Use or is engaged in pending or imminent litigation with Purchaser. (c) Neither this Agreement nor any of the rights, interests, or obligations hereunder of Purchaser may be assigned and/or transferred by Purchaser without the prior written consent of Seller, which consent shall not be unreasonably withheldwithheld or delayed except that the Purchaser may, without the consent of the Seller, assign and/or transfer all of its rights and obligations hereunder to an entity wholly owned any successor in interest (whether by it; and providedmerger, furtheracquisition, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”asset purchase or otherwise) to all or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation substantially all of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or interest in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) business of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the EquipmentPurchaser. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOFIf one Party requires consent under Sections 7.5(b)-(c) of the other to assign and / or transfer rights, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(Sinterests, or obligations hereunder, that Party will request in writing consent of the other Party, who must respond in writing within sixty (60) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSORcalendar days. Failure to respond to the request for consent within sixty (60) calendar days will be deemed consent.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an any related corporation or other entity wholly which controls Lessee, is controlled by Lessee, or is under control with Lessee. WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, NEITHER PARENT NOR LESSEE SHALL (i) consolidate with or merge into any other corporation, person or entity (other than a wholly-owned by itsubsidiary) in which Parent or Lessee (as applicable) is not the surviving entity; and or (ii) convey, sell, transfer, lease or dispose of all or substantially all of its assets; or (iii) engage in any other transaction or series of related transactions in which more than fifty percent (50%) of its voting power is disposed of to persons or entities which were not shareholders of Parent or such shareholders' affiliates immediately prior to such transaction or series of related transactions (collectively, "Change of Control"); provided, however, that upon any Change of Control, Lessor shall have the right (but not the obligation), within thirty (30) days following such Change of Control, to require that Lessee terminate this Lease by pre-paying all amounts outstanding under this Lease; provided further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for however, notwithstanding anything to the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized contrary in this Section 12 or in violation Lease, the transactions contemplated by the Merger Agreement shall not be deemed to be a Change of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable Control hereunder. (b) Lessor may transfer its rights rights, obligations, title and/or interest in the Equipment and the this Lease Documents to one or more Transferees as collateral security or otherwise; however, such transfer will not disturb Lessees right to quiet enjoyment as provided in Section 7 of this Lease. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, Lease and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates certificates, opinions of counsel and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that (i) its failure to record such Transfer within thirty (30) days after delivery of such notice shall be an Event of Default pursuant to Section 16(a)(ii) hereof and (ii) Lessor’s 's obligations to any Transferee(s) may be secured by Lessor’s 's interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, AND ABSENT SUCH TRANSFEREE'S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSORLESSOR IN CONNECTION WITH THIS LEASE, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR3.1 The Senior Lender may, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERfrom time to time, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYwithout notice to the Subordinated Lender, OR TO COME INTO OR REMAIN IN THE POSSESSION OFassign or transfer any or all of the Senior Obligations or any interest in the Senior Obligations; and, ANY PERSON BUT LESSEEnotwithstanding any such assignment or transfer or any subsequent assignment or transfer of the Senior Obligations, such Senior Obligations shall be and remain Senior Obligations for the purposes of this Agreement, and every immediate and successive assignee or transferee of any of the Senior Obligations or of any interest in the Senior Obligations shall, to the extent of the interest of such assignee or transferee in the Senior Obligations, be entitled to the benefits of this Agreement to the same extent as if such assignee or transferee were the Senior Lender, as applicable; provided, however, so long that, unless the Senior Lender that is the assignor and/or transferor shall otherwise consent in writing, such Senior Lender shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce this Agreement, for the benefit of such Senior Lender, as no Event to those of Default the Senior Obligations which such Senior Lender has occurred and is continuingnot assigned or transferred. 3.2 The Subordinated Lenders may, Lessee may upon written consent of Lessorfrom time to time, which consent shall not be unreasonably withheldwithout notice to the Senior Lender, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment transfer any or sublease, whether authorized in this Section 12 or in violation all of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or Subordinated Obligations or any interest in the Equipment and Subordinated Obligations; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer of the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or Subordinated Obligations, such other Transferee has transferred its interest herein (i) no Transferee(s) Subordinated Obligations shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under and remain Subordinated Obligations for the terms purposes of this LeaseAgreement, and (ii) all notices every immediate and successive assignee or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning transferee of Section 881(c)(2)(B)(i) any of the Code and will establish a book entry system to record the ownership and Transfers Subordinated Obligations or of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents Subordinated Obligations shall, to the extent of the interest of such assignee or transferee in the Subordinated Obligations, be entitled to the benefits of this Agreement to the same extent as if such assignee or transferee were the Subordinated Lender, as applicable; provided, however, that, unless the Subordinated Lender that is the assignor and/or transferor shall otherwise consent in writing, such Subordinated Lender shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce this Agreement, for the Equipmentbenefit of such Subordinated Lender, as to those of the Subordinated Obligations which such Subordinated Lender has not assigned or transferred. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights rights, title and/or interest in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. A. No membership interest or other interest of a Member in the Company may be transferred or assigned (aincluding any collateral assignment or pledge of any interest in the Company), in whole or in part, by such Member, and no transferee or assignee thereof may be admitted as a substituted Member of the Company, unless and until, in each instance: 1. A duly executed and acknowledged instrument of assignment, setting forth the intention of the assignor that the assignee become a substituted Member in its place, is delivered to the remaining Member, 2. The assignor and assignee execute and acknowledge such other instruments (if any) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORas the remaining Member reasonably may deem necessary or desirable to effect such admission, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERwhich shall include the written acceptance and adoption by the assignee of the provisions of this Agreement and may include the assumption of any unperformed obligation of the assignor provided that such assignor shall not thereby be released from any of its unperformed obligations that arose on or prior to the date of the assignment, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYspecifically including, OR TO COME INTO OR REMAIN IN THE POSSESSION OFwithout limitation, ANY PERSON BUT LESSEEits obligations hereunder to make Capital Contributions required prior to the date of the assignment on the terms herein provided; 3. The written consent of the other Member of the Company, which consent may not be unreasonably witheld, shall have been obtained; 4. Such interest shall first be offered to the remaining Member for a period of thirty (30) days at a price (the "OFFER PURCHASE PRICE") equal to that intended to be offered by the selling Member to third parties. If the remaining Member elects to exercise the right of first offer granted hereby, it must make an offer on the entire interest intended to be offered by the selling Member. If the selling Member has not received a written offer from the remaining Member on terms satisfactory to it within such thirty (30) day period, it shall then be free, subject to the provisions of this Article VII, to sell the interest offered to the remaining Member on the terms of the offer. If the selling Member fails to so dispose of its interest within one hundred eighty (180) days from its right to do so, the first offer procedure established by this Section 7.1 shall be reinstated. In the event a Member elects to exercise the right of first offer granted hereby, the price shall be payable in the manner and on the terms of the third party offer; B. Notwithstanding anything to the contrary contained in this Article VII, JENCOM may from time to time transfer its interest in the Company, or any part thereof, to an Affiliate or from such Affiliate back to JENCOM without the consent of any other Member that might otherwise be required; provided, however, so long that no such transferee shall be admitted as no Event of Default has occurred substitute Member in the Company unless and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance until JENCOM complies with the contract between Lessee notice and the applicable PACE/Managed Care Providerdocumentation requirements of Section 7.1 A (1,2,3). No assignment or subleaseNotwithstanding any such transfer, whether authorized in this Section 12 or in violation of the terms hereof, JENCOM shall relieve Lessee remain obligated for all of its obligations hereunder arising both before and Lessee shall remain primarily liable hereunderafter such transfer, and shall, as a condition of the transfer, expressly confirm its obligations to the remaining Members at the time of the transfer. (b) Lessor C. Notwithstanding anything to the contrary contained in this Article VII, WWWX may from time to time transfer its rights and/or interest in the Equipment Company, or any part thereof, to any entity which is owned or controlled by it or from such entity back to WWWX without the consent of any other Member that might otherwise be required; provided, however, that no such transferee shall be admitted as substitute Member in the Company unless and until WWWX complies with the notice and documentation requirements of Section 7.1 A(1,2,3), and the Lease Documents to one or more Transferees as collateral security or otherwiseconsent required is obtained. Lessee hereby acknowledges Notwithstanding any such transfer, WWWX shall remain obligated for all of its obligations hereunder arising both before and agrees that in the event Lessor or after such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Leasetransfer, and (ii) all notices or other communications shall be given toshall, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) as a condition of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made transfer, expressly confirm its obligations to the registered holder reflected in such book entry system. Lessor shall be remaining Member at the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) time of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipmenttransfer. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORSubject to this Section 8.07, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERa Lender (the “Existing Lender”) may: (i) assign all or, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYif permitted by applicable laws or relevant policies declared by regulatory authorities, OR TO COME INTO OR REMAIN IN THE POSSESSION OFany part of its rights (and for the avoidance of doubt, ANY PERSON BUT LESSEEthe term “assignment” referred to in this Section 8.07 only refers to an assignment of the rights of a Lender); (ii) transfer by novation all or, providedif permitted by applicable laws, however, so long as no Event any part of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; (and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (avoidance of doubt, the term “PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized transfer” referred to in this Section 12 8.07 only refers to a transfer of both the rights and the obligations of a Lender), to another bank or financial institution registered in violation of the terms hereofPRC with an Applicable Lending Office in Beijing for lending under this Agreement (the “New Lender”), subject however, to the other Lenders’ preemptive right for such rights and/or obligations to be assigned or transferred by the Existing Lender. Upon five (5) Business Day’s prior written notice, the Borrower shall relieve Lessee of have the right to require any Non-performing Lender to assign its obligations hereunder and Lessee shall remain primarily liable hereunderCommitment to any New Lender the Borrower may specify. (b) Lessor The Borrower hereby agrees that a Lender may assign or transfer to a New Lender of all of its rights and/or interest in Commitment, rights, and obligations under the Equipment Finance Documents, after such Lender has obtained written consent from the Borrower and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein Guarantor (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required which is not to be performed unreasonably withheld and may be subject to reasonable conditions, including without limitation, no increase in liability or costs to the Borrower or the Guarantor and lending office requirement). The Agent shall timely notify the relevant Obligors of each such assignment or transfer. Any assignment will only be effective on receipt by Lessor the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Initial Lender. Any transfer will only be effective if the terms of this Lease, and (iiprocedure set out in Section 8.07(d) all notices or other communications shall be given to, and made by, Lessor or its designeeis complied with. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made The New Lender shall, on or prior to the registered holder reflected in such book entry system. Lessor shall be date upon which an assignment or transfer takes effect, pay to the initial registered holder. Upon written notice from Lessor Agent (for its own account) a fee of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the EquipmentRMB 12,000. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOFSubject to the conditions set out in Section 8.07(b), LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(Sa transfer is effected when the Agent executes an otherwise duly completed Transfer Certificate (in triplicate) OF LESSORdelivered to the Agent by the Existing Lender and the New Lender. The Agent shall, ITS SUCCESSORS AND ASSIGNSas soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSORexecute that Transfer Certificate. The Agent shall as soon as practical send a copy of such executed Transfer Certificate to the Borrower and the Guarantor. The Agent shall execute as soon as possible a Transfer Certificate delivered to it and appearing on its face to comply with the terms of this Agreement. (e) Subject to the satisfaction of the conditions set out in Section 8.07(b) (including obtaining the prior written consent of the Borrower), WHETHER FOR BREACH OF THIS LEASEon the Transfer Date : (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents, BREACH OF WARRANTY OR OTHERWISEeach of the Obligors and the transferring Existing Lender shall be released from further rights and obligations towards one another under the Finance Documents and the transferring Existing Lender shall have no further rights or obligations under the Finance Documents (being the “Discharged Rights and Obligations”); PROVIDED(ii) each of the Obligors and the New Lender shall assume only the Discharged Rights and Obligations with respect to each other; (iii) the Agent, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSORthe Existing Lenders, and the New Lender shall acquire and assume the same rights and obligations between themselves as they would have acquired and assumed had the New Lender been an Initial Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent and each Existing Lender shall each be released from further obligations to each other under this Agreement; and (iv) the New Lender shall become a party as a “Lender”. (f) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; (ii) the financial condition of any Obligor; (iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; (iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other documents, and any representations or warranties implied by law are excluded. Each New Lender confirms to the Existing Lender and the other Finance Parties that it: (i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its Subsidiaries while any amount is or may be outstanding under the Finance Documents or any Commitment is in force. Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-assignment or re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Section 8.07; or (ii) support or bear any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise. (g) The Existing Lender and the New Lender shall: (i) ensure that the relevant rights and/or obligations and/or risks are assigned or transferred, (ii) not enter into any repurchase arrangement (whether expressly or impliedly), and (iii) strictly follow the requirements under the applicable laws and regulations for accounting treatment in relation to such assignment or transfer, when making assignment or transfer pursuant to this Section 8.07. (h) Without the prior consent of the Agent, the Borrower shall not assign or transfer all or any of its rights and/or obligation under this Agreement.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent Holder shall not give, sell, assign, transfer (by operation of law or otherwise, including transfers pursuant to divorce or separation, but excluding testamentary disposition), pledge, mortgage, hypothecate or otherwise dispose of ("Transfer") this Warrant without the prior written approval of Waste-Quip; PROVIDED, HOWEVER, that this restriction shall not apply to the Transfer, pursuant to the liquidation and dissolution of Holder, of this Warrant to a May Fab Shareholder who has executed a Power of Attorney and Agency Agreement in the form of that attached hereto as Exhibit B, pursuant to which Robexx X. Xxx (or in the event of his inability to serve, another shareholder who is reasonably satisfactory to Waste-Quip) is appointed as the attorney-in-fact for the May Fab Shareholders and has the exclusive right to exercise this Warrant on their behalf. Notwithstanding the foregoing, no proposed Transfer of this Warrant shall be unreasonably withheldeffective unless and until the transferor provides to Waste-Quip: (i) such investment representations of the proposed transferee as Waste-Quip may reasonably request; (ii) a duly executed Assignment Form, assign its rights in the form of that attached hereto as Exhibit C, together with funds sufficient to pay any transfer tax; (iii) a legal opinion or other evidence which is reasonably satisfactory to Waste-Quip that such transfer may be effected without registration under the Securities Act of 1933, as amended; (iv) such evidence as is reasonably satisfactory to Waste-Quip that the transferee has also received in such Transfer an assignment of the Securities Agreement by and obligations hereunder to an entity wholly owned between Waste-Quip and Holder (the "Securities Agreement"), the Subordinated Note Guaranty executed by itWaste-Quip in favor of Holder and May Fab -Mississippi, Inc. (the "Subordinated Guaranty") and a proportionate part of the Warrant Note; and provided(v) a written acknowledgement, furtherin form and substance reasonably satisfactory to Waste-Quip, that each controlled onexecuted by the proposed transferee, pursuant to which such transferee agrees to be bound by the terms and provisions set forth herein and in the Warrant Note, the Securities Agreement, the Subordinated Guaranty and the Intercreditor and Subordination Agreement by and among, INTER ALIA, Waste-site access medication storage cabinet that constitutes Collateral may Quip, Holder and Sanwa Business Credit Corporation. Upon compliance with the provisions of this Section 5(a), Waste-Quip shall execute and deliver a new Warrant or Warrants in the name or names of the transferee or transferees and in the denomination or denominations specified in such instrument of transfer, and this Warrant shall promptly be operated by cancelled. If less than all of this Warrant is assigned, a Program of All-Inclusive Care new Warrant shall be issued and delivered to the Holder hereof for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in portion of this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunderWarrant that is not assigned. (b) Lessor may transfer its rights and/or interest in Upon receipt by Waste-Quip of evidence satisfactory to it of the Equipment and the Lease Documents to one loss, theft, destruction or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms mutilation of this LeaseWarrant and of reasonably satisfactory indemnification, Waste-Quip will execute and (ii) all notices or other communications shall be given to, deliver a new Warrant of like tenor and made by, Lessor or its designeedate exercisable for an equivalent number of Class A Common Shares. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL WILL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE SUBLET THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 11 or in violation of the terms hereofhe root, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor and any subsequent Transferee may transfer its rights any or all of their respective rights, obligations, title and/or interest in the Equipment and the Lease Documents herein, to one or more Transferees as collateral security or otherwiseother Transferees. Lessor shall give prompt written notice to Lessee of such a Transfer, including the name(s) and address(es) of the Transferee(s) pursuant to such Transfer. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by the Lessor under the terms of this Lease, Lease (other than the covenant of quiet enjoyment specified in Section 7 hereof) and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer). Lessee acknowledges and agrees that (i) its failure to record such Transfer within ten (10) days of delivery of such notice shall be an Event of Default pursuant to Section 16(a)(ii) hereof and (ii) Lessor’s 's obligations to any Transferee(s) may be secured by Lessor’s 's interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event The Issuers shall maintain a register in which shall be entered the name of Default has occurred and is continuing, Lessee may upon written consent the registered holder of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Providerthis Note. No assignment or subleasetransfer of this Note shall be effective until it has been recorded in such register, whether authorized in and the Issuers shall treat the registered holder of this Section 12 Note as the Person entitled to all payments hereunder notwithstanding any notice to the contrary. The Issuers shall not record or in violation otherwise recognize any assignment or transfer of this Note unless (a) the terms hereof, assignee or transferee shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or interest have delivered to the Issuer certification in the Equipment form of Exhibit F to the Support Agreement, with relevant tax forms duly completed and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees attached, that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(seither (A) shall be obligated to perform any duty, covenant such assignee or condition required transferee is a United States person as defined by the United States Internal Revenue Code as then effective or (B) all income to be performed received by Lessor under such assignee or transferee with respect to this Note (whether it is treated as a partnership interest in or debt of the terms Issuer) will be entitled to a complete exemption from the withholding of this Lease, United States federal income tax and (ii) all notices either (A) such assignee or transferee is not for United States federal income tax purposes a partnership, grantor trust, S corporation or other communications shall pass-through entity or (B) such assignee or transferee was not formed for the purpose of acquiring Class C Notes, Support Notes or Interests in the Issuer and not more than 50% of the value of a beneficial owner's interest in such assignee or transferee will be given toattributable to Class C Notes, Support Notes or Interests in the Issuer held by the transferee or assignee, (b) the assignee or transferee represents that it will take no action that would cause the Issuer to become a publicly traded partnership taxable as a corporation for United States federal income tax purposes and made by, Lessor or its designee. (c) Lessee the Program Manager shall maintain this Lease in registered form within have determined (on the meaning of Section 881(c)(2)(B)(i) basis of the Code Issuer's registers of the holders of the Support Notes, Class C Notes and will establish a book entry system to record the ownership Class II Interests and Transfers treating any unfunded obligations as having been funded for purposes of any interests herein. Payments under this Lease by Lessee shall only be made determination) that, after giving effect to the registered holder reflected in such book entry system. Lessor shall transfer or assignment, there would be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(sno more than forty-six (46) and address(es) holders of the Transferee(s) and Lessee agrees to deliver all consentsaggregate of the Support Notes, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents Class II Interests and the EquipmentClass C Notes for purposes of Code Section 7704 of the United States Internal Revenue Code. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORUpon and subject to the terms and conditions of this Agreement, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERAssignor hereby unconditionally and irrevocably assigns, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred transfers and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder conveys to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider Assignee in accordance with this Agreement all of Assignor’s right, title and interest in and to the contract between Lessee and Assigned Entitlements during the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunderTerm. (b) Lessor may transfer its rights and/or The Assigned Entitlements do not include, and Assignor expressly reserves, Assignor’s right, title and interest in and to the Equipment and the Lease Documents Retained Entitlements, subject to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms and conditions of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designeethe Contract. (c) Lessee shall maintain Nothing in this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) Agreement releases Assignor from any of the Code Retained Obligations. Assignor retains the obligations under the Contract with respect to the Retained Obligations as a primary obligor under the Contract. Other than to the extent of the reduction of Assignor’s Generation Entitlement Share and will establish Generation Cost Share pursuant to Section 42 of the Contract, nothing under the Contract reduces the Retained Obligations of Assignor during the Operational Period. This Agreement does not require that IPA resort to or exhaust any other remedies that it may have against Assignor or Assignee prior to resorting to remedies under this Agreement or the Contract for a book entry system to record the ownership and Transfers breach of any interests herein. Payments obligation of Assignor under this Lease by Lessee shall only be made to Agreement or the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry systemContract, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the EquipmentRetained Obligations. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOFWithout the prior written consent of Assignee (which consent Assignee may withhold in its sole discretion), LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(SAssignor shall neither (i) OF LESSORconsent to any amendment to the Contract; nor (ii) enter into any contract, ITS SUCCESSORS AND ASSIGNSagreement, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSORassignment or other instrument purporting to assign, WHETHER FOR BREACH OF THIS LEASEencumber or otherwise limit the scope of the Assigned Entitlements, BREACH OF WARRANTY OR OTHERWISE; PROVIDEDany portion of the Assigned Entitlements or interest in the Assigned Entitlements. Subject to the requirements of the Contract, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSORAssignor may assign any Retained Entitlements without prior consent of Assignee. (e) The Assigned Entitlements do not include the Voting Rights associated with the Assigned Generation Entitlement Share or the Assigned STS Entitlement Share. Assignor’s Voting Rights are calculated by reference to Assignor’s Generation Entitlement Shares reflected in the Contract without giving effect to this Agreement. (f) The terms of this Assignment do not preclude Assignor from participating in generation projects or benefitting from other assets to the extent such generation and assets are not subject to the Renewal Power Sales Contracts (the “Non-IPP Facilities”). The Non-IPP Facilities could include generation or facilities owned by a segment created pursuant to Utah Code Sections 00-00-000 to 00-00-000 or generation or facilities developed by a third party seeking to interconnect with the Project.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, providedPROVIDED, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an hereunder (i) any related corporation or other entity wholly owned which controls Lessee, is controlled by itLessee, or is under control with Lessee; or (ii) a successor entity into which or with which Lessee has merged or consolidated or which acquired substantially all of Lessee's assets and provided, further, property; provided that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program such successor entity assumes all of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee obligations and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Providerliabilities of Lessee. No assignment or sublease, whether authorized in this Section 12 11 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights rights, obligations, title and/or interest in the Equipment and the this Lease Documents to one or more Transferees as collateral security or otherwise; however, such transfer will not disturb Lessees right to quiet enjoyment as provided in Section 7 of this Lease. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, Lease and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates certificates, opinions of counsel and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that (i) its failure to record such Transfer within thirty (30) days after delivery of such notice shall be an Event of Default pursuant to Section 16(a)(ii) hereof and (ii) Lessor’s 's obligations to any Transferee(s) may be secured by Lessor’s 's interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(STRANSFEREE (S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. 9.1 Transfer of the Lease, the Leased Premises or the Improvements Thereon. (ai) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORTransfer(s) occurring prior to Completion shall be made in accordance with Section 107 of the DDA. Transfer(s) occurring after Completion shall be subject to the prior written consent of Landlord, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, which consent will not be unreasonably withheld or delayed; provided, however, so long that notwithstanding anything to the contrary herein, Tenant may Transfer its interest in the Lease to Permitted Transferees under the same terms and conditions as no Event set forth under Section 107 of Default has occurred the DDA. (ii) For Transfers to a Person other than a Permitted Transferee, Landlord shall have the right to consider the following factors (among others Landlord reasonably determines are necessary to consider in evaluating the proposed Transferee) in determining whether or not to consent to any proposed Transfer of Tenant’s rights under or interest in this Lease, the Leased Premises, or the Improvements constructed thereon: (1) The financial condition of the proposed Transferee and is continuingits ability to perform all of the financial and other obligations of Tenant under this Lease, Lessee may upon written consent (2) the Transferee’s business reputation, and (3) the Transferee’s ability to demonstrate its capability to manage or provide for the management of Lessorthe Improvements located on the Leased Premises. (iii) Upon any approved or Permitted Transfer of this Lease or the Leased Premises (other than for security purposes), which consent said Transferee shall expressly assume in writing liability for all of Tenant’s obligations accruing under this Lease after the date of such Transfer. Except as to any Permitted Transferee (as defined in the DDA), Tenant shall not be unreasonably withheldreleased of its obligations under this Lease unless either (A) pursuant to the process described in subparagraph (ii) immediately above, assign its rights and obligations hereunder Tenant has demonstrated to Landlord’s reasonable satisfaction that Transferee’s net worth at the time of the Transfer is equal to or greater than the net worth of Tenant as of the Commencement Date (adjusted to correspond to any changes in the CPI since the Commencement Date), or (B) an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”individual(s) or similar Managed Care site an entity(ies) with substantially equal or greater net worth than that of Tenant, has guaranteed Tenant’s obligations under this Lease. If Transferee’s net worth satisfies the foregoing test, then Tenant (as well as former Tenants still liable hereunder) shall be released of all liability under this Lease accruing after the date of such Transfer. (iv) At any time Tenant desires to effect a Transfer which requires Landlord’s consent pursuant to clause (ii) or (iii) above, Tenant shall request consent from Landlord in writing and shall submit to Landlord in connection with an active contract between Lessee such request all proposed agreements and PACE/Managed Care Provider documents (collectively, the “Transfer Documents”) memorializing, facilitating and/or evidencing such proposed Transfer, as well as all other information Tenant reasonably believes is necessary for Landlord to properly evaluate the proposed Transferee pursuant to the criteria set forth in accordance with the contract between Lessee and the applicable PACE/Managed Care ProviderSection 9.1.1(a)(ii) and, if applicable, Section 9.1.1(a)(iii) above. No assignment or subleaseLandlord agrees to advise Tenant in writing of its decision on Tenant’s request for consent to such Transfer, whether authorized as promptly as possible, and, in this Section 12 or in violation any event, not later than thirty (30) days after Landlord receives all of the terms hereofitems required by the preceding sentence. If such request is denied, Landlord shall relieve Lessee state the reasons for such denial in its notice of denial of Tenant’s request. If Landlord fails to respond to Tenant’s request within thirty (30) days after its obligations hereunder receipt of all of the items required above, Tenant’s request shall be deemed disapproved. Upon a deemed disapproval, Tenant may deliver a notice to Landlord which states that there has been a deemed disapproval, requesting that Landlord consent to the proposed Transfer, stating that Landlord must consent to or deny the proposed Transfer within thirty (30) days after Landlord’s receipt of this notice, and Lessee that failure by Landlord to either consent to or deny such Transfer within such 30 day period will result in deemed consent. If Landlord fails to consent to or deny the proposed Transfer within such second thirty (30) day period, the Transfer shall remain primarily liable hereunderthen be deemed approved by Landlord. (b) Lessor may transfer its rights and/or interest 9.2 Notwithstanding anything to the contrary in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications provided that Tenant is not requesting that it be released from its obligations hereunder, Landlord agrees that it shall have no right to withhold consent to any Transfer to an Affiliate of Tenant. 9.3 Transfer of Tenant’s Interest in Lease and Tenant’s Ownership. The restrictions on Transfer contained in this Article 9 shall be given tobinding on any successors, heirs or permitted Transferees of Tenant. The provisions of this Article 9 shall apply to each successive Transfer and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest Transferee in the Lease Documents and same manner as initially applicable to Tenant under the Equipmentterms set forth herein. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORNotwithstanding anything to the contrary in the Agreement, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written without the consent of LessorCounterparty, which consent shall Dealer may assign any of its rights or duties hereunder to any one or more of its Affiliates (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating as of the Trade Date, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used generally for similar transactions, by Dealer or Dealer’s ultimate parent; provided that, at the time of such assignment (i) Counterparty will not be unreasonably withheld, assign its rights and obligations hereunder required to pay (including a payment in kind) to the transferee any amount in respect of an entity wholly owned by itIndemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Counterparty would have been required to pay to Dealer in the absence of such transfer; and provided(ii) Counterparty will not receive any payment (including a payment in kind) from which an amount had been withheld or deducted, furtheron account of a Tax under Section 2(d)(i) of the Agreement, in excess of that each controlled on-site access medication storage cabinet which Dealer would have been required to so withhold or deduct in the absence of such transfer, except to the extent that constitutes Collateral may the transferee will be operated by a Program required to make additional payments pursuant to Section 2(d)(i)(4) of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site Agreement in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Providerrespect of such excess. No assignment or sublease, whether authorized Notwithstanding any other provision in this Section 12 Master Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in violation respect of any Transaction and any such designee may assume such obligations. Dealer may assign the terms hereof, right to receive Settlement Shares (as defined in Annex A) to any third party who may legally receive Settlement Shares. Dealer shall relieve Lessee be discharged of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or interest in to Counterparty only to the Equipment and extent of any such performance. For the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee avoidance of doubt, Dealer hereby acknowledges and agrees that notwithstanding any such designation hereunder, to the extent any of Dealer’s obligations in the event Lessor or such other Transferee has transferred respect of any Transaction are not completed by its interest herein (i) no Transferee(s) designee, Dealer shall be obligated to continue to perform or to cause any duty, covenant or condition required other of its designees to be performed by Lessor under the terms perform in respect of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designeesuch obligations. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. 8.7.1 This Agreement shall be binding upon, and inure to the benefit of, the Obligors, the Administrative Agent and each Lender and their respective transferees, successors and assigns. 8.7.2 No Obligor may assign its rights or transfer its obligations under this Agreement, in whole or in part, without the prior written consent of the Administrative Agent (aat the direction of the Required Lenders), and any purported assignment or transfer without such consent shall be void. No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORto an Eligible Assignee in accordance with the provisions of Section 8.7.3, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERor (ii) by way of participation in accordance with the provisions of Section 8.7.6. Nothing in this Agreement, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYexpressed or implied, OR TO COME INTO OR REMAIN IN THE POSSESSION OFshall be construed to confer upon any Person (other than the parties hereto, ANY PERSON BUT LESSEEtheir respective successors and assigns permitted hereby, providedParticipants to the extent provided in Section 8.7.6 and, howeverto the extent expressly contemplated hereby, so long as no the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 8.7.3 Any Lender may transfer its interest in the Loan to any Eligible Assignee, in whole or in part, or assign, sub-participate or hedge its interest in the Loan, without the consent of the Obligors; provided that, except for participations, any transfer or assignment shall be pursuant to an Assignment and Assumption and a Notice of Assignment and Assumption shall be delivered to the Administrative Agent and the Borrower, together with a Registration Fee to the Administrative Agent; provided further that the Administrative Agent may, in its sole discretion, elect to waive such Registration Fee in the case of any assignment; provided further that such consent shall not to be unreasonably withheld or delayed; provided further that the consent of the Obligors shall not be required if an Event of Default has occurred and is continuing, Lessee may upon written consent continuing at the time of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Providersuch assignment. No assignment shall be effective unless recorded in the register maintained by the Administrative Agent pursuant to Section 8.7.4. The assignee, if it is not a Lender, shall (x) deliver to the Administrative Agent an administrative questionnaire and (y) deliver to the Administrative Agent and the Borrower any documentation required pursuant to Section 2.13.6. Promptly after the execution of an Assignment and Assumption, the Assignor (as defined in such Assignment and Assumption) shall present its existing Note to the Obligors, and the Obligors shall deliver to the Assignee (as defined in such Assignment and Assumption) (and, in the case of a partial assignment, the Assignor), within seven (7) Business Days after the Borrower’s receipt of such existing Note, one or sublease, whether authorized more new Notes in this Section 12 or exchange therefor in violation an aggregate principal amount equal to (i) in the case of the terms hereofAssignee, the principal amount of the Assigned Rights and Obligations (as defined in such Assignment and Assumption) and (ii) in the case of the Assignor, the principal amount of the portion of the Loan retained by the Assignor, if any, in each case dated as of the date of the surrendered Note and substantially in the form of Schedule 1B hereto. (a) No such assignment shall relieve Lessee be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its obligations hereunder and Lessee shall remain primarily liable Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof. (b) Lessor may transfer its rights and/or interest in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or No such other Transferee has transferred its interest herein (i) no Transferee(s) assignment shall be obligated made to perform any dutya natural person (or a holding company, covenant investment vehicle or condition required to be performed by Lessor under trust for, or owned and operated for the terms of this Leaseprimary benefit of, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designeea natural person). (c) Lessee In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 8.7.6. 8.7.4 The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Obligors, shall maintain this Lease in registered form within a copy of each Assignment and Assumption delivered to it and a register for the meaning recordation of Section 881(c)(2)(B)(ithe names and addresses of the Lenders, and the Commitment of, and the principal amount (and stated interest) of the Code Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and will establish the Obligors, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a book entry system Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Obligors or any Lender at any reasonable time and from time to record time upon reasonable prior notice. 8.7.5 Notwithstanding the ownership foregoing, no assignment shall cause the Borrower to pay to the relevant assignee any amounts under Sections 2.13 and Transfers 2.14 in excess of the amounts the Borrower would have paid to the relevant assignor under such Sections based on the applicable Law in effect as of the date of such assignment; provided, however, that such limitation shall not prevent any interests herein. Payments such assignment, but shall shift the responsibility for any such cost, to the extent such amounts relate solely to applicable Law in effect as of the date of such assignment, from the Borrower to the relevant assignee throughout the remainder of the term of this Agreement. 8.7.6 Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights or obligations under this Lease by Lessee Agreement (including all or a portion of its Commitment or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall only be made remain unchanged, (ii) such Lender shall remain solely responsible to the registered holder reflected in other parties hereto for the performance of such book entry system. Lessor obligations, and (iii) the Borrower, the Administrative Agent and Lenders shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record continue to deal solely and directly with such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request Lender in connection with such TransferLender’s rights and obligations under this Agreement. Lessee acknowledges For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 8.6.2 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 8.2.2 that affects such Participant. The Borrower agrees that Lessor’s obligations each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.18 (subject to the requirements and limitations therein, including the requirements under Section 2.13.6 (it being understood that the documentation required under Section 2.13.6 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.17 as if it were an assignee under Section 8.7.3; and (B) shall not be entitled to receive any greater payment under Section 2.13 or 2.14, with respect to any Transferee(sparticipation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17.2 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.16 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.12.5 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) may be secured by Lessorof each participant’s interest in the Lease Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the EquipmentParticipant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights rights, title and/or interest in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. Lessor shall promptly notify Lessee of any transfer described in this Section 12(b). (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORNo Assignment by Lessee. Lessee shall not transfer, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERassign, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYnovate, OR TO COME INTO OR REMAIN IN THE POSSESSION OFmortgage or complete any other such or similar transfer of any interest in this Lease or any of its rights hereunder or in any Item of Equipment, ANY PERSON BUT LESSEE, provided, however, so long as no Event and any such purported assignment shall be void ab initio. Transfer of Default has occurred and is continuing, Lessee may upon written consent Lessor's and/or Owner's Interests. Each of Lessor, which Owner, any Owner Participant and any Financing Party may at any time and without Lessee's consent shall not be unreasonably withheld, assign transfer to any Person (a "Transferee") the Aircraft and/or any Item of Equipment and/or all or any of its rights and obligations hereunder under this Lease and the other Operative Documents to an entity wholly owned by it; which it is a party. Cooperation with Transfers. Lessee shall do such things and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral execute such documents as may be operated reasonably requested of it to give effect to a transfer contemplated by a Program of All-Inclusive Care Section 25.2 including (a) entering into an assignment and assumption agreement or novation deed with the Transferee in form and substance reasonably satisfactory to Lessee, (b) providing Lessor scheduling and routing information for the Elderly Aircraft or the Item of Equipment being transferred, and (“PACE”c) or similar Managed Care site making such amendments to the Insurances effected in respect of the Aircraft so as to ensure continued compliance with the requirements of Article 19 with regard to the interests of such Transferee and any new Financing Parties and shall provide to Lessor updated documentation evidencing such amendments; provided that in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and foregoing Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its have no greater obligation or liability nor shall Lessee's rights and/or interest in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments diminished under this Lease by Lessee and the other Operative Documents as a result of such transfer (provided that an increase in the number of Indemnitees and additional insureds as a consequence of any such transfer shall only be made not, of itself, constitute an increase in Lessee's obligations), including, but not limited to laws relating to withholding tax on lease payments, based on current laws in effect at the registered holder reflected in time of such book entry system. Lessor transfer, than it would have had if such transfer had not taken place and none of Lessee’s rights shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transferdiminished. Lessee acknowledges and agrees that Lessoran increase in the number of Indemnitees shall not, of itself, constitute an increase in Lessee’s obligations hereunder. Lessee’s reasonable out-of-pocket costs (including reasonable attorney’s fees) incurred to any Transferee(s) provide the cooperation required by this Section 25.3 shall be reimbursed to Lessee following demand for the same together with such supporting documentation as may be secured reasonably requested by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE. Xxxxxxxxxx XX-600-2C10; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.MSN 10070

Assignment and Transfer. Enron shall have the following rights to assign or transfer the Enron Class II Purchase Commitment and the funded Class II Interests: (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORin the event that either (i) solely as a result of a change since the Closing Date in generally accepted accounting principles in the United States, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERthe indebtedness of EICPO would be required to be consolidated on Enron's balance sheet (as advised by Enron's Independent auditors) or (ii) solely as a result of a change since the Closing Date in the methodology utilized by the Rating Agencies, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYthe percentage of EICPO's indebtedness that would be required to be consolidated for purposes of the rating of Enron is materially increased from the percentage of such indebtedness so consolidated as of the Closing Date, OR TO COME INTO OR REMAIN IN THE POSSESSION OFEnron shall have the right to assign or transfer up to fifty percent (50%) of the Enron Class II Purchase Commitment and the obligations under Section 3.1 in respect thereof to an Acceptable Credit Provider if, ANY PERSON BUT LESSEEand only to the extent that, provided(A) in the case of clause (i) above, howeversuch assignment or transfer would cause EICPO's indebtedness not to be required to be consolidated on Enron's balance sheet, so long as (B) in the case of clause (ii) above, such assignment or transfer would materially decrease the amount of EICPO's indebtedness that is required to be consolidated for purposes of the rating of Enron, (C) Enron has in good faith considered and concluded in good faith not to pursue all reasonably practicable alternatives to avoid the consequences described in clauses (i) and/or (ii) above (including the sale of funded Class II Interests under clause (c) of this Section 3.2 below), (d) no Event of Default has shall have occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights continuing (immediately prior to and obligations hereunder after giving effect to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No such assignment or sublease, whether authorized in this Section 12 transfer) and (e) the Rating Condition shall be satisfied after giving effect to such assignment or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder.transfer; (b) Lessor may Enron shall have the right to transfer its rights and/or interest in any or all of the Equipment and Enron Class II Purchase Commitment to an Enron Credit Counterparty that is a Majority Affiliate of Enron pursuant to an Assumption Agreement; and (c) Enron shall have the Lease Documents right to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein transfer (i) no Transferee(sup to fifty percent (50%) shall be obligated of the funded Class II Interests to perform any duty, covenant Person or condition required to be performed by Lessor under the terms of this Lease, Persons and (ii) any or all notices of the funded Class II Interests to a Majority Affiliate of Enron; provided that, Persons that are not Majority Affiliates of Enron shall not in aggregate hold in excess of fifty percent (50%) of the Class II Interests; and provided further that, (a) the assignee or transferee shall have delivered to EICPO certification in the form of Exhibit F, with relevant tax forms duly completed and attached, that (i) either (A) such assignee or transferee is a United States person as defined by the Code or (B) all income to be received by such assignee or transferee with respect to the Class II Interest will be entitled to a complete exemption from the withholding of United States federal income tax and (ii) either (A) such assignee or transferee is not for United States federal income tax purposes a partnership, grantor trust, S corporation or other communications shall pass-through entity or (B) such assignee or transferee was not formed for the purpose of acquiring Class C Notes, Support Notes or Interests and not more than 50% of the value of a beneficial owner's interest in such assignee or transferee will be given toattributable to Class C Notes, Support Notes or Interests held by the transferee or assignee, (b) the assignee or transferee represents that it will take no action that would cause EICPO to become a publicly traded partnership taxable as a corporation for United States federal income tax purposes and made by, Lessor or its designee. (c) Lessee the Program Manager shall maintain have determined (treating any unfunded obligations as having been funded for purposes of this Lease in registered form within determination) that, after giving effect to the meaning of Section 881(c)(2)(B)(i) transfer or assignment of the Code funded Class II Interests or the Enron Class II Purchase Commitment (and will establish a book entry system to record in the ownership and Transfers case of any interests herein. Payments under this Lease by Lessee shall only Enron Class II Purchase Commitment transferred or assigned, assuming the Enron Class II Purchase Commitment has been exercised), there would be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(sno more than forty-six (46) and address(es) holders of the Transferee(s) and Lessee agrees to deliver all consentsaggregate of the Support Notes, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents Class II Interests and the EquipmentClass C Notes for purposes of Code Section 7704 of the United States Internal Revenue Code. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR6.1 WGL will not sell, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERtransfer, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYassign, OR TO COME INTO OR REMAIN IN THE POSSESSION OFmortgage, ANY PERSON BUT LESSEEencumber, charge or pledge or otherwise deal with any rights or obligations arising under this Agreement without the prior written approval of the Royalty Parties. 6.2 Any Royalty Holder may, subject always to Clause 5.1 and in accordance with Clauses 6.3 and 6.4 of this Agreement, sell, transfer, assign, mortgage, encumber, charge or pledge or otherwise deal with its interest in the Gold Royalty and any of its rights or obligations arising under this Agreement without the consent of WGL or any other Royalty Party; provided, however, so long that no Royalty Holder may sell, transfer or assign the Gold Royalty to any person where payment of the Gold Royalty to such person would lead to a breach of U.S., Canadian or Ghanaian Applicable Law. 6.3 A transfer is effected in accordance with this Agreement and the Common Terms Agreement when a New Royalty Holder executes an otherwise duly completed Royalty Holder Deed of Accession delivered to it by the Retiring Royalty Holder or WGL (as no Event the case may be). WGL agrees that it shall, as soon as reasonably practicable after receipt by it of Default has occurred a Royalty Holder Deed of Accession duly completed by the Retiring Royalty Holder appearing on its face to comply with the terms of this Agreement and is continuingthe Common Terms Agreement, Lessee may upon written consent execute that Royalty Holder Deed of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program Accession. Each Royalty Holder Deed of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site Accession executed in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation Agreement shall also include details of the terms hereofRoyalty Percentage of the Gold Royalty being transferred by the Retiring Royalty Holder to the New Royalty Holder. 6.4 On the execution of a Royalty Holder Deed of Accession by all the parties thereto: (a) each of the Retiring Royalty Holder and WGL shall be released from further obligations towards one another under this Agreement and their respective rights against one another shall be cancelled, shall relieve Lessee in each case to the extent of its obligations hereunder and Lessee shall remain primarily liable hereunder.the Royalty Percentage of the Gold Royalty transferred to the New Royalty Holder (being the "DISCHARGED RIGHTS AND OBLIGATIONS"); (b) Lessor may transfer its each of the New Royalty Holder and WGL shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that New Royalty Holder and WGL have assumed and/or interest acquired the same in place of that Retiring Royalty Holder and WGL, in each case to the Equipment and extent of the Lease Documents Royalty Percentage of the Gold Royalty transferred to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee.New Royalty Holder; (c) Lessee the New Royalty Holder and WGL shall maintain this Lease in registered form within acquire the meaning of Section 881(c)(2)(B)(i) same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Royalty Holder been an initial Royalty Holder hereunder with the rights and/or obligations acquired or assumed by it as a result of the Code transfer and will establish a book entry system to record that extent the ownership and Transfers of Retiring Royalty Holder shall be released from any interests herein. Payments further obligations to WGL and/or the New Royalty Holder under this Lease by Lessee shall only be made Agreement, in each case to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) extent of the Transferee(s) and Lessee agrees Royalty Percentage of the Gold Royalty transferred to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment.New Royalty Holder; and (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSORthe New Royalty Holder shall become a party to this Agreement as a "Royalty Holder".

Assignment and Transfer. 21.1 Except with respect to assignment or transfer to a wholly-owned subsidiary or parent company that owns all of the interests in Master Franchisee (awhich subsidiary or parent company, as applicable, must be, and remain during the Term, a single-purpose entity, the business of which is limited to the development, operation and servicing of Xxx Hortons Restaurants and any activities ancillary thereto), this Agreement and the Development Rights granted to Master Franchisee may not be sold, assigned, transferred, leased, licensed or sub-licensed, charged, mortgaged, pledged, hypothecated, encumbered or otherwise disposed of (“Transferred”) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORby Master Franchisee, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERin whole or in part, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYwhether directly or indirectly, OR TO COME INTO OR REMAIN IN THE POSSESSION OFvoluntarily or involuntarily by operation of law or otherwise, ANY PERSON BUT LESSEEnor shall Master Franchisee have any right to sub-license any of the rights granted under this Agreement except as expressly provided herein, providednor shall Master Franchisee be permitted to subcontract the whole or any substantial part of its obligations under this Agreement, howeveror to transfer any material assets that are necessary for Master Franchisee or any Affiliate thereof to operate its Direct-Owned Restaurants or fulfil its other material obligations under any of the Transaction Agreements or Franchise Agreements, so long as no Event of Default has occurred and is continuing, Lessee may upon without the prior written consent of LessorTHRI, which consent may be withheld at THRI’s sole and complete discretion. Any Transfer described in this clause 21.1 without compliance with the terms hereof shall not be unreasonably withheldvoid and of no effect. 21.2 In the event that THRI sells, transfers, assigns, licenses or otherwise conveys the rights to the Xxx Hortons Xxxxx, Xxx Hortons Domain Names and/or Xxx Hortons Intellectual Property Rights previously licensed by THRI for the operation of the Xxx Hortons System in the Territory to any Person (an “IP Transferee”), THRI shall assign its this Agreement, and all the rights and obligations of THRI hereunder, to such IP Transferee, in which case the IP Transferee shall license such intellectual property to Master Franchisee as contemplated in this Agreement, and Master Franchisee’s rights and obligations hereunder shall remain in full force and effect. Subject to the foregoing, THRI may transfer or assign this Agreement, and all of the rights and obligations of THRI hereunder to (a) an entity wholly owned Affiliate of THRI or (b) an IP Transferee, and each of Master Franchisee and Tims China hereby grants its prior and irrevocable consent to such assignment, and waives any requirement of prior notice. THRI will provide Master Franchisee and Tims China with formal written notice of the assignment within fifteen (15) Days following its completion. Master Franchisee and Tims China shall take all such actions as THRI shall reasonably require or as required by it; applicable Law to effect such transfer. Each of Master Franchisee and providedXxxx China hereby agrees and acknowledges that, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee the contemplated sale and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation transfer of the terms hereofXxx Hortons Xxxxx, shall relieve Lessee of its obligations hereunder Xxx Hortons Domain Names and Lessee shall remain primarily liable hereunder. (b) Lessor Xxx Hortons Intellectual Property Rights for the Territory to TH APAC, THRI may transfer its rights and/or interest enter into a trademark license with TH APAC in order to facilitate TH APAC’s commercial franchise filing with MOFCOM to be a duly qualified franchisor in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designeePRC. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. 12.1 This Agreement shall be binding on and shall inure for the benefit of the successors of the Parties. 12.2 Subject to Sections 3, 12.3 12.4, 12.5 and 12.6, neither Party may assign, transfer, charge or dispose in any way of any of its rights or obligations under this Agreement, or part thereof (aor purport to do any such thing) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and to a Third Party that is continuing, Lessee may upon not an Affiliate without the other Party’s prior written consent of Lessor, which consent consent. 12.3 XBiotech shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or interest in the Equipment and the Lease Documents under Section 2.2 to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein a Third Party except to: (i) no Transferee(san Affiliate, (ii) a successor in all of XBiotech’s rights in the Granted Rights, (iii) exclusive licensees of XBiotech’s rights in the Granted Rights or (iv) Persons performing services or activities in support of any of XBiotech’s rights in the Granted Rights. Xxxxxxx has the right to transfer its rights in the Granted Rights without restriction; provided that Xxxxxxx shall not transfer its rights under Section 2.3 to a Third Party in a manner that allows Xxxxxxx to retain substantially the same rights that it transfers to such Third Party subsequent to such transfer. 12.4 Subject to Section 12.3, each Licensor may grant licenses, assign or otherwise transfer any right, title or interest in any of the respective rights under which they grant a non-exclusive license to the other party pursuant to this Agreement and Xxxxxxx may xxxxx licenses, assign or otherwise transfer any right, title or interest in any of the Core Bermekimab Patents that are the subject of the non-assertion rights granted in Section 2.2, provided that any such grant is made subject to the terms and conditions of this Agreement, and further provided that such Licensor procures that licensee, assignee or transferee complies with and is bound by the provisions of this Agreement as if such licensee, assignee or transferee were a party to this Agreement, including the licenses or, in respect of the Core Bermekimab Patents, the non-assertion rights granted by such Licensor under Section 2, provided that any act of licensee, assignee or transferee which would if committed by such Licensor be a breach of this Agreement shall be obligated to perform any dutytreated for the purposes of this Agreement as an equivalent breach by such licensee, covenant assignee or condition required to be performed by Lessor under transferee of the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designeeAgreement. (c) Lessee shall maintain 12.5 Each Party in its role as Licensor or as the grantor of non-assertion rights in Section 2 may assign its rights under this Lease Agreement to any member of its Group. Such Party acknowledges and agrees: 12.5.1 that any such assignment will be in registered form within the meaning of Section 881(c)(2)(B)(i) respect of the Code whole of this Agreement and will establish a book entry system to record not any part thereof; 12.5.2 that any such assignment would not reduce the ownership and Transfers scope of any interests herein. Payments under this Lease by Lessee shall only be made non-assertion rights or rights licensed to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer other Party in its books and records, including role as Licensee or as recipient of non-assertion rights under Section 2 of this Agreement; 12.5.3 to provide the other Party in its role as Licensee or as recipient of non-assertion rights under Section 2 if this Agreement with notice of such book entry systemassignment promptly after completion of such assignment; and 12.5.4 such Party in its role as Licensor or as the grantor of non-assertion rights in Section 2 shall procure that the assignee shall assume the obligations of such Party, including the name(s) licenses and address(es) non-assertion provisions granted by such Party under Section 2, provided that any act of the Transferee(s) and Lessee agrees assignee which would if committed by such Party be a breach of this Agreement shall be treated for the purposes of this Agreement as an equivalent breach by such assignee of the terms of this Agreement. 12.6 Each Party in its role as Licensee or as a recipient of non-assertion rights under Section 2 may assign its rights under this Agreement to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfera member of its Group. Lessee Such Party acknowledges and agrees agrees: 12.6.1 that Lessor’s any such assignment will be in respect of the whole of this Agreement and not any part thereof; 12.6.2 that any such assignment would not expand the scope of any non-assertion rights or rights licensed by the other Party in its role as Licensor or grantor of non-assertion rights under Section 2 of this Agreement; 12.6.3 to provide the other Party in its role as Licensor or grantor of non-assertion rights under Section 2 of this Agreement with notice of such assignment promptly after completion of such assignment; and 12.6.4 that such Party in its role as Licensee or as a recipient of non-assertion rights under Section 2 shall procure that the assignee shall assume the obligations to of such Party, provided that any Transferee(s) may act of the assignee which would if committed by such Party be secured a breach of this Agreement shall be treated for the purposes of this Agreement as an equivalent breach by Lessor’s interest in such assignee of the Lease Documents and the Equipmentterms of this Agreement. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, providedPROVIDED, howeverHOWEVER, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an hereunder (i) any related corporation or other entity wholly owned which controls Lessee, is controlled by itLessee, or is under control with Lessee; or (ii) a successor entity into which or with which Lessee has merged or consolidated or which acquired substantially all of Lessee's assets and provided, further, property; provided that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program such successor entity assumes all of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee obligations and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Providerliabilities of Lessee. No assignment or sublease, whether authorized in this Section 12 11 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights rights, obligations, title and/or interest in the Equipment and the this Lease Documents to one or more Transferees as collateral security or otherwise; however, such transfer will not disturb Lessees right to quiet enjoyment as provided in Section 7 of this Lease. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, Lease and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates certificates, opinions of counsel and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that (i) its failure to record such Transfer within thirty (30) days after delivery of such notice shall be an Event of Default pursuant to Section 16(a)(ii) hereof and (ii) Lessor’s 's obligations to any Transferee(s) may be secured by Lessor’s 's interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(STRANSFEREE (S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORNotwithstanding the Agreement, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee the Seller may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and duties hereunder in whole to any one or more of its affiliates without the prior written consent of the Purchaser if (A) such affiliate or any guarantor of such affiliate’s obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by under the transferred Transaction has a Program of All-Inclusive Care for senior unsecured debt rating (the Elderly (“PACECredit Rating”) equal to or similar Managed Care site greater than the Credit Rating of the Seller at the time of such assignment or transfer, (B) the Purchaser will not, as a result of such transfer, be required to pay to such affiliate an amount in connection respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement, (C) such affiliate will not, as a result of such transfer, be required to withhold or deduct any amount on account of a Tax under Section 2(d)(i) of the Agreement unless such affiliate would be required to make additional payments pursuant to Section 2(d)(i)(4) of the Agreement corresponding to such excess, and (D) no Event of Default, Potential Event of Default or Termination Event with an active contract between Lessee respect to such affiliate shall exist after giving effect so such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Seller to purchase, sell, receive or deliver any shares of Common Stock or other securities to or from the Purchaser, Seller may designate any of its affiliates to purchase, sell, receive or deliver such shares of Common Stock or other securities and PACE/Managed Care Provider otherwise to perform the Seller’s obligations in accordance respect of this Transaction *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the contract between Lessee Securities and the applicable PACE/Managed Care ProviderExchange Commission. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, and any such designee may assume such obligations. The Seller shall relieve Lessee be discharged of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or interest in to the Equipment and Purchaser only to the Lease Documents to one or more Transferees as collateral security or otherwiseextent of any such performance. Lessee For the avoidance of doubt, Seller hereby acknowledges and agrees that notwithstanding any such designation hereunder, to the extent any of Seller’s obligations in the event Lessor or such other Transferee has transferred respect of this Transaction are not completed by its interest herein (i) no Transferee(s) designee, Seller shall be obligated to continue to perform or to cause any duty, covenant or condition required other of its designees to be performed by Lessor under the terms perform in respect of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designeesuch obligations. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a1) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORAny assignment and transfer of a Lender’s rights and obligations which is permitted under Article 2 shall take effect as follows: the former Lender, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERthe new Lender and the other Lenders shall enter into an assignment agreement in the form of Annex 6 (an “Assignment Agreement”) and on the date when this is executed by all of these parties and subject to payment of the relevant amounts due in respect of such assignment and transfer: (i) the existing Lender shall assign absolutely its rights in respect of the Loans and the Agreement expressed to be assigned under the Assignment Agreement; (ii) the existing Lender shall be released by the Borrower and the other Lenders from its obli- gations under this Agreement in respect of the portion of the Loans being assigned and expressed to be the subject of the Assignment Agreement (the “Relevant Obligations”); and (iii) the new Lender shall assume to the Borrower and the other Lenders obligations equivalent to the Relevant Obligations and (if it is not already a Lender) shall become a party to this Agree- ment as a Lender. A copy of each Assignment Agreement shall be promptly supplied to the Commission and the Lenders shall notify the Borrower promptly of each such Assignment Agree- ment and the assignment effected thereunder. (2) Notwithstanding Article 13(1) above, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event any assignment and transfer of Default has occurred a Lender’s rights and is continuing, Lessee may upon obligations under Article 2(4)(b) shall take effect without any need for the prior written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for all Lenders but the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with former Lender will promptly notify the contract between Lessee other Lenders and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation Commission of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereundersuch assign- ment and/or transfer. (b) Lessor may transfer its rights and/or interest in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent Tenant shall not enter into an Assignment with any Person for all or any part of this Lease or the leasehold estate hereunder without first obtaining Landlord’s written consent, such consent not to be unreasonably withheld, assign its rights conditioned or delayed. Tenant shall not enter into or be the subject of any Transfer without first obtaining Landlord’s written consent, such consent not to be unreasonably withheld, conditioned or delayed. Xxxxxx agrees to reimburse Landlord for Landlord’s reasonable attorney and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site accounting fees actually incurred in connection with the processing and documenting of any such requested Assignment or Transfer. The proposed assignee or transferee shall assume, be bound by, and perform the terms, covenants and conditions of this Lease to be done, kept and performed by Xxxxxx. One executed copy of the instrument of assumption or transfer shall be delivered to Landlord. Tenant shall be released from its obligations accruing under this Lease after the effective date of an active contract between Lessee Assignment or Transfer to which Landlord shall have consented, and PACE/Managed Care Provider no novation shall be deemed to have resulted from any Assignment or Transfer, unless expressly agreed to in accordance with the contract between Lessee and the applicable PACE/Managed Care Provideradvance, in writing, by Landlord. No assignment Any Assignment or sublease, whether authorized in Transfer of this Section 12 or Lease in violation of the terms hereofprovisions of this Section 32.D shall be void and of no force and effect against Landlord, and in such event, neither any occupancy or use of the Premises or any part thereof by any Person, nor any collection of Rent by Landlord from any Person other than Tenant, nor any application of any such Rent, shall in any circumstance relieve Lessee Tenant of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights and/or interest in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only on Tenant’s part to be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books observed and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipmentperformed. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. ​ 21.1 Except with respect to assignment or transfer to a wholly-owned subsidiary or parent company that owns all of the interests in Master Franchisee (awhich subsidiary or parent company, as applicable, must be, and remain during the Term, a single-purpose entity, the business of which is limited to the development, operation and servicing of Popeyes Restaurants and any activities ancillary thereto), this Agreement and the Development Rights granted to Master Franchisee may not be sold, assigned, transferred, leased, licensed or sub-licensed, charged, mortgaged, pledged, hypothecated, encumbered or otherwise disposed of, whether directly or indirectly (“Transferred”) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORby Master Franchisee, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERin whole or in part, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYvoluntarily or involuntarily by operation of law or otherwise, OR TO COME INTO OR REMAIN IN THE POSSESSION OFnor shall Master Franchisee have any right to sub-license any of the rights granted under this Agreement except as expressly provided herein, ANY PERSON BUT LESSEEnor shall Master Franchisee be permitted to subcontract the whole or any substantial part of its obligations under this Agreement, providedor to transfer any material assets that are necessary for Master Franchisee or any Affiliate thereof to operate its Direct-Owned Restaurants or fulfil its other material obligations under any of the Transaction Agreements or Franchise Agreements, however, so long as no Event of Default has occurred and is continuing, Lessee may upon without the prior written consent of LessorPLK, which consent may be withheld at PLK’s sole and complete discretion. Any Transfer described in this clause 21.1 without compliance with the terms hereof shall not be unreasonably withheldvoid and of no effect. ​ ​ ​ CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. ​ 21.2 In the event that PLK sells, transfers, assigns, licenses or otherwise conveys the rights to the Popeyes Marks, Popeyes Domain Names and/or Popeyes Intellectual Property Rights previously licensed by PLK for the operation of the Popeyes System in the Territory to any Person (an “IP Transferee”), PLK shall assign its this Agreement, and all the rights and obligations of PLK hereunder, to such IP Transferee, in which case the IP Transferee shall license such intellectual property to Master Franchisee as contemplated in this Agreement, and Master Franchisee’s rights and obligations hereunder shall remain in full force and effect. Subject to an entity wholly owned by it; the foregoing, PLK may transfer or assign this Agreement, and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation all of the terms hereof, shall relieve Lessee rights and obligations of its obligations PLK hereunder and Lessee shall remain primarily liable hereunder. to (a) an Affiliate of PLK or (b) Lessor may transfer its rights and/or interest in an IP Transferee, and each of Master Franchisee, the Equipment JVC and the Lease Documents Shareholder hereby grants its prior and irrevocable consent to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Leaseassignment, and (ii) all notices or other communications shall be given towaives any requirement of prior notice. PLK will provide Master Franchisee, the JVC and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) Shareholder with formal written notice of the Code and will establish a book entry system to record assignment within fifteen (15) Days following its completion. Master Franchisee, the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents JVC and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.Shareholder shall take all such actions as PLK shall reasonably require or as required by applicable Law to effect such transfer. ​

Assignment and Transfer. For each Optioned Program, subject to Section 6.2(a)(iv): (ai) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORFollowing a request from Gilead, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERas soon as reasonably practicable after the applicable Initial Option Closing for the applicable Optioned Program, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYAssembly shall assign and transfer to Gilead or its designated Affiliate any or all INDs for Clinical Trials for the Optioned Program, OR TO COME INTO OR REMAIN IN THE POSSESSION OFand upon such transfer, ANY PERSON BUT LESSEEGilead shall own such INDs. (ii) Promptly following a request from Gilead, providedAssembly shall assign and transfer to Gilead or its designated Affiliate the following to the extent Controlled by Assembly or its Affiliates: (x) all Regulatory Materials with respect to any applicable Optioned Program (other than INDs not required to be transferred pursuant to Section 6.2(a)(i)); and (y) Regulatory Approvals with respect to any applicable Optioned Product if any (e.g., howeverin the case of an Approved Acquired Product). Upon such transfer Gilead shall own such Regulatory Materials and Regulatory Approvals, so long subject to Assembly’s reversion rights upon termination of this Agreement pursuant to Section 18.6(c). (iii) Notwithstanding the foregoing, the transfers and assignments contemplated above shall not occur for any Regulatory Materials, Regulatory Approvals or safety or clinical database with respect to any applicable Optioned Product that are specific to a country that is not included in the Gilead Territory unless and until such time as no Event such country becomes part of Default the Gilead Territory. If the Gilead Territory for any Optioned Product is not worldwide and except as expressly provided otherwise, each Party (or its designee) shall be responsible, at its expense, for filing, obtaining and maintaining Regulatory Materials and Regulatory Approvals for the applicable Optioned Product within its respective territory (i.e., Gilead in the Gilead Territory and Assembly outside of the Gilead Territory). In such case, each Party (A) hereby grants (subject to any Assembly Third Party Obligations and Gilead Third Party Obligations) to the other and its designees a right of reference and access to Regulatory Materials and Regulatory Approvals of the other with respect to the Optioned Product for purposes of obtaining and maintaining Regulatory Approvals for Optioned Product in its applicable territory, and (B) shall provide a copy of any material documents, information and correspondence submitted to any Regulatory Authority with respect to such Optioned Product in its respective territory reasonably in advance for the other to review and provide comments (which comments will be considered and incorporated in good faith); provided that if any Assembly Third Party Obligation prevents Assembly from providing Gilead with such reference or access or provision of documentation, then Assembly shall not allow such reference or access or right to review and comment on behalf of the corresponding Third Party unless the Assembly Third Party Agreement expressly requires, and that if any Gilead Third Party Obligation prevents Gilead from providing Assembly with such reference or access or provision of documentation, then Gilead shall not allow such reference or access or right to review and comment on behalf of the corresponding Third Party unless the Gilead Third Party Agreement expressly requires. Each Party shall, at the request and expense of the other, take actions reasonably necessary to effect such grant of right of reference and access, including by making such filings as may be required with any Regulatory Authority that may be necessary to record such grant. (iv) Each Party shall submit all filings, letters and other documentation to the applicable Regulatory Authorities as necessary to effect such assignments and transfers, and the Parties shall cooperate in good faith to expedite such assignments and transfers and shall take or cause to be taken such steps as necessary to minimize any delay with respect thereto. If such an assignment or transfer has not occurred and is continuingthis causes a delay in the performance of activities hereunder, Lessee may upon written consent then Assembly will cooperate and take such reasonable actions as needed to mitigate the effects of Lessor, which consent shall not be unreasonably withheld, assign its rights such delay and obligations hereunder to an entity wholly owned by it; expedite the performance of such activities. With respect to each Optioned Program and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized item set forth in this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b6.2(a) Lessor may transfer its rights and/or interest in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor assigned and transferred to Gilead, until the date that such assignment and transfer becomes effective, Assembly shall, under the terms direction of this LeaseGilead, and (ii) handle all notices or other communications shall be given tomatters involving interactions with a Regulatory Authority with respect to such item. With regard to such matters, and made by, Lessor or its designee[***]. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORGuarantor acknowledges that Lender, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERand each successor to Lender's interest, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYhas the right, OR TO COME INTO OR REMAIN IN THE POSSESSION OFin its sole discretion, ANY PERSON BUT LESSEEto transfer, providedsell, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheldpledge, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment otherwise encumber or sublease, whether authorized in this Section 12 or in violation of the terms hereof, shall relieve Lessee dispose of its obligations hereunder and Lessee shall remain primarily liable hereunder.interest in the loan evidenced by the Loan Documents, to grant participations therein, or to issue pass- through certificates or other securities ("Securities") evidencing a beneficial interest in a rated or unrated public offering or private placement of which the loan evidenced by the Loan Documents will be made a part, without Guarantor's consent or any notice thereof to Guarantor. Lender also may split the Debt into one or more separate obligations, each of which will be separately guaranteed by this Guaranty. ​ (b) Lessor If Lender, or any successor to Lender's interest, determines to undertake any action contemplated by subsection (a) above, Guarantor acknowledges that Lender may transfer its rights and/or interest in forward to each prospective purchaser, transferee, assignee, servicer, participant, investor or their respective successors (collectively, "Investor") or any agency rating the Equipment Securities, all documents and the Lease Documents information which Lender now has or may hereafter acquire relating to one Guarantor (including personal financial statement of Guarantor), as Lender determines necessary or more Transferees as collateral security or otherwisedesirable. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) Guarantor's execution of this Guaranty shall be obligated deemed Guarantor's written consent to perform any dutyLender's furnishing of such information, covenant or condition required to be performed but, if requested by Lessor under the terms of this LeaseLender, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee Guarantor agrees to deliver all consents, certificates and other documents Lessor may reasonably request confirm such consent to writing to Lender. Guarantor further agrees to cooperate with Lender in connection with any action contemplated under subsection (a) including, without limitation, ratifications of this Guaranty or execution of other documents deemed necessary by Lender or such Transfer. Lessee acknowledges transferee to create, perfect, protect or preserve the rights and agrees that Lessor’s obligations interests to be acquired by it, meeting with any Transferee(s) rating agency for due diligence purposes, and providing all information concerning Guarantor's financial condition as Lender reasonably may be secured by Lessor’s interest in the Lease Documents and the Equipmentrequest. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORNo Assignment by Lessee. Lessee shall not transfer, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERassign, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BYnovate, OR TO COME INTO OR REMAIN IN THE POSSESSION OFmortgage or complete any other such or similar transfer of any interest in this Lease Xxxxxxxxxx XX-600-2C10; MSN 10070 or any of its rights hereunder or in any Item of Equipment, ANY PERSON BUT LESSEE, provided, however, so long as no Event and any such purported assignment shall be void ab initio. Transfer of Default has occurred and is continuing, Lessee may upon written consent Lessor's and/or Owner's Interests. Each of Lessor, which Owner, any Owner Participant and any Financing Party may at any time and without Lessee's consent shall not be unreasonably withheld, assign transfer to any Person (a "Transferee") the Aircraft and/or any Item of Equipment and/or all or any of its rights and obligations hereunder under this Lease and the other Operative Documents to an entity wholly owned by it; which it is a party. Cooperation with Transfers. Lessee shall do such things and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral execute such documents as may be operated reasonably requested of it to give effect to a transfer contemplated by a Program of All-Inclusive Care Section 25.2 including (a) entering into an assignment and assumption agreement or novation deed with the Transferee in form and substance reasonably satisfactory to Lessee, (b) providing Lessor scheduling and routing information for the Elderly Aircraft or the Item of Equipment being transferred, and (“PACE”c) or similar Managed Care site making such amendments to the Insurances effected in respect of the Aircraft so as to ensure continued compliance with the requirements of Article 19 with regard to the interests of such Transferee and any new Financing Parties and shall provide to Lessor updated documentation evidencing such amendments; provided that in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and foregoing Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its have no greater obligation or liability nor shall Lessee's rights and/or interest in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments diminished under this Lease by Lessee and the other Operative Documents as a result of such transfer (provided that an increase in the number of Indemnitees and additional insureds as a consequence of any such transfer shall only be made not, of itself, constitute an increase in Lessee's obligations), including, but not limited to laws relating to withholding tax on lease payments, based on current laws in effect at the registered holder reflected in time of such book entry system. Lessor transfer, than it would have had if such transfer had not taken place and none of Lessee’s rights shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transferdiminished. Lessee acknowledges and agrees that Lessoran increase in the number of Indemnitees shall not, of itself, constitute an increase in Lessee’s obligations hereunder. Lessee’s reasonable out-of-pocket costs (including reasonable attorney’s fees) incurred to any Transferee(s) provide the cooperation required by this Section 25.3 shall be reimbursed to Lessee following demand for the same together with such supporting documentation as may be secured reasonably requested by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. 5.1 WGL will not sell, transfer, assign, mortgage, encumber, charge or pledge or otherwise deal with any rights or obligations arising under this Agreement without the prior written approval of the Royalty Holder. 5.2 The Royalty Holder may, subject always to Clause 4.1 and in accordance with Clauses 5.3 and 5.4 of this Agreement, sell, transfer, assign, mortgage, encumber, charge or pledge or otherwise deal with the Gold Royalty and any of its rights or obligations arising under this Agreement without the consent of WGL, provided that the Royalty Holder may not sell, transfer or assign the Gold Royalty to any person where payment of the Gold Royalty to such person would lead to a breach of U.S., Canadian or Ghanaian Applicable Law. 5.3 A transfer is effected in accordance with this Agreement and the Common Terms Agreement when a New Royalty Holder executes an otherwise duly completed Royalty Holder Deed of Accession delivered to it by the Retiring Royalty Holder or WGL (as the case may be). WGL agrees that it shall, as soon as reasonably practicable after receipt by it of a Royalty Holder Deed of Accession duly completed by the Retiring Royalty Holder appearing on its face to comply with the terms of this Agreement and the Common Terms Agreement, execute that Royalty Holder Deed of Accession. 5.4 On the execution of a Royalty Holder Deed of Accession by all the parties thereto: (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Provider. No assignment or sublease, whether authorized in this Section 12 or in violation of the terms hereof, Retiring Royalty Holder and WGL shall relieve Lessee of its be released from further obligations hereunder towards one another under this Agreement and Lessee their respective rights against one another shall remain primarily liable hereunder.be cancelled (being the "DISCHARGED RIGHTS AND OBLIGATIONS"); (b) Lessor may transfer its each of the New Royalty Holder and WGL shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that New Royalty Holder and WGL have assumed and/or interest acquired the same in the Equipment place of that Retiring Royalty Holder and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee.WGL; (c) Lessee the New Royalty Holder and WGL shall maintain this Lease in registered form within acquire the meaning of Section 881(c)(2)(B)(i) same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Royalty Holder been the First Royalty Holder with the rights and/or obligations acquired or assumed by it as a result of the Code transfer and will establish a book entry system to record that extent the ownership and Transfers of Retiring Royalty Holder shall be released from any interests herein. Payments further obligations to WGL and/or the New Royalty Holder under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment.Agreement; and (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSORthe New Royalty Holder shall become a party to this Agreement as "Royalty Holder".

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, provided, however, so long as no Event of Default has -------- ------- occurred and is continuing, Lessee may upon written consent of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity a corporation wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”) it or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care ProviderGuarantor. No assignment or sublease, whether authorized in this Section 12 11 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor may transfer its rights rights, obligations, title and/or interest in the Equipment and the this Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor lessor under the terms of this Lease, Lease and (ii) all notices or other communications shall be given to, and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(sTransferee (s) and Lessee agrees to deliver all consents, certificates certificates, opinions of counsel and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that (i) its failure to record such Transfer within thirty (30) days after delivery of such notice shall be an Event of Default pursuant to Section 16 (a) (ii) hereof and (ii) Lessor’s 's obligations to any Transferee(sTransferee (s) may be secured by Lessor’s 's interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(STRANSFEREE (S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. 9.1 Transfer of the Lease, the Leased Premises or the Improvements Thereon. (ai) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORTransfer(s) occurring prior to Completion shall be made in accordance with Section 107 of the DDA. Transfer(s) occurring after Completion shall be subject to the prior written consent of Landlord, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, which consent will not be unreasonably withheld or delayed; provided, however, so long that notwithstanding anything to the contrary herein, Tenant may Transfer its interest in the Lease to Permitted Transferees under the same terms and conditions as no Event set forth under Section 107 of Default has occurred the DDA. (ii) For Transfers to a Person other than a Permitted Transferee, Landlord shall have the right to consider the following factors (among others Landlord reasonablydetermines are necessary to consider in evaluating the proposed Transferee)in determining whether or not to consent to any proposed Transfer of Tenant’s rights under or interest in this Lease, the Leased Premises, or the Improvements constructed thereon: (1) The financial condition of the proposed Transferee and is continuingits ability to perform all of the financial and other obligations of Tenant under this Lease, Lessee may upon written consent (2) the Transferee’s business reputation, and (3) the Transferee’s ability to demonstrate its capability to manage or provide for the management of Lessorthe Improvements located on the Leased Premises. (iii) Upon any approved or Permitted Transfer of this Lease or the Leased Premises (other than for security purposes), which consent said Transferee shall expressly assume in writing liability for all of Tenant’s obligations accruing under this Lease after the date of such Transfer. Except as to any Permitted Transferee (as defined in the DDA), Tenant shall not be unreasonably withheldreleased of its obligations under this Lease unless either (A) pursuant to the process described in subparagraph (ii) immediately above, assign its rights and obligations hereunder Tenant has demonstrated to Landlord’s reasonable satisfactionthat Transferee’s net worth at the time of the Transfer is equal to or greater than the net worth of Tenant as of the Commencement Date (adjusted to correspond to any changes in the CPI since the Commencement Date), or (B) an entity wholly owned by it; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program of All-Inclusive Care for the Elderly (“PACE”individual(s) or similar Managed Care site an entity(ies) with substantially equal or greater net worth than that of Tenant, has guaranteed Tenant’s obligations under this Lease. If Transferee’s net worth satisfies the foregoing test, then Tenant (as well as former Tenants still liable hereunder) shall be released of all liability under this Lease accruing after the date of such Transfer. (iv) At any time Tenant desires to effect a Transfer which requires Landlord’s consent pursuant to clause (ii) or (iii) above, Tenant shall request consent from Landlord in writing and shall submit to Landlord in connection with an active contract between Lessee such request all proposed agreements and PACE/Managed Care Provider documents (collectively, the “Transfer Documents”) memorializing, facilitating and/or evidencing such proposed Transfer, as well as all other information Tenant reasonably believes is necessary for Landlord to properly evaluate the proposed Transferee pursuant to the criteria set forth in accordance with the contract between Lessee and the applicable PACE/Managed Care ProviderSection 9.1.1(a)(ii) and, if applicable, Section 9.1.1(a)(iii) above. No assignment or subleaseLandlord agrees to advise Tenant in writing of its decision on Tenant’s request for consent to such Transfer, whether authorized as promptly as possible, and, in this Section 12 or in violation any event, not later than thirty (30) days after Landlord receives all of the terms hereofitems required by the preceding sentence. If such request is denied, Landlord shall relieve Lessee state the reasons for such denial in its notice of denial of Tenant’s request. If Landlord fails to respond to Tenant’s request within thirty (30) days after its obligations hereunder receipt of all of the items required above, Tenant’s request shall be deemed disapproved. Upon a deemed disapproval, Tenant may deliver a notice to Landlord which states that there has been a deemed disapproval, requesting that Landlord consent to the proposed Transfer, stating that Landlord must consent to or deny the proposed Transfer within thirty (30) days after Landlord’s receipt of this notice, and Lessee that failure by Landlord to either consent to or deny such Transfer within such 30 day period will result in deemed consent. If Landlord fails to consent to or deny the proposed Transfer within such second thirty (30) day period, the Transfer shall remain primarily liable hereunderthen be deemed approved by Landlord. (b) Lessor may transfer its rights and/or interest 9.2 Notwithstanding anything to the contrary in the Equipment and the Lease Documents to one or more Transferees as collateral security or otherwise. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its interest herein (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease, and (ii) all notices or other communications provided that Tenant is not requesting that it be released from its obligations hereunder, Landlord agrees that it shall have no right to withhold consent to any Transfer to an Affiliate of Tenant. 9.3 Transfer of Tenant’s Interest in Lease and Tenant’s Ownership. The restrictions on Transfer contained in this Article 9 shall be given tobinding on any successors, heirs or permitted Transferees of Tenant. The provisions of this Article 9 shall apply to each successive Transfer and made by, Lessor or its designee. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest Transferee in the Lease Documents and same manner as initially applicable to Tenant under the Equipmentterms set forth herein. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY SUCH TRANSFEREE(S) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASE, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.

Assignment and Transfer. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL WILL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS OBLIGATIONS HEREUNDERUNDER ANY LEASE DOCUMENT, SUBLEASE SUBLET THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY PERSON BUT LESSEE, ; provided, however, so long as no Event of Default has occurred and is continuing, that Lessee may upon written consent permit its customers to possess Equipment if such customers have executed an agreement that provides that such customers' interest in such Equipment may be subject to the interests of Lessor, which consent shall not be unreasonably withheld, assign its rights and obligations hereunder to an entity wholly owned by itLessee's creditors; and provided, further, that each controlled on-site access medication storage cabinet that constitutes Collateral may be operated by a Program however that, for purposes hereof, any merger or combination of All-Inclusive Care for the Elderly (“PACE”) or similar Managed Care site in connection with an active contract between Lessee and PACE/Managed Care Provider in accordance with the contract between Lessee and the applicable PACE/Managed Care Providera third party shall be deemed an assignment of this Lease. No assignment or sublease, whether authorized in this Section 12 11 or in violation of the terms hereof, shall relieve Lessee of its obligations hereunder and Lessee shall remain primarily liable hereunder. (b) Lessor and any subsequent Transferee may transfer its rights any or all of their respective rights, obligations, title and/or interest in the Equipment and the this Master Lease Documents or in any Lease hereunder to one or more Transferees as collateral security or otherwiseother Transferees. Lessor shall give prompt written notice to Lessee of such a Transfer, including the name(s) and address(es) of the Transferee(s) pursuant to such Transfer. Lessee hereby acknowledges and agrees that in the event Lessor or such other Transferee has transferred its economic interest herein in this Master Lease or in any Lease hereunder (i) no Transferee(s) shall be obligated to perform any duty, covenant or condition required to be performed by the Lessor under the terms of this Leasethe Lease Documents (other than the covenant of quiet enjoyment specified in Section 7 hereof), and (ii) all notices or other communications shall be given to, and made by, Lessor or its designeedesignee and (iii) Lessor or such Transferee (as applicable to the particular situation) shall remain liable as "Lessor" hereunder. (c) Lessee shall maintain this Lease in registered form within the meaning of Section 881(c)(2)(B)(i) of the Code and will establish a book entry system to record the ownership and Transfers of any interests herein. Payments under this Lease by Lessee shall only be made to the registered holder reflected in such book entry system. Lessor shall be the initial registered holder. Upon written notice from Lessor of a Transfer of an interest herein, Lessee shall promptly record such Transfer in its books and records, including such book entry system, including the name(s) and address(es) of the Transferee(s) and Lessee agrees to deliver all consents, certificates and other documents Lessor may reasonably request in connection with such Transfer. Lessee acknowledges and agrees that Lessor’s obligations to any Transferee(s) may be secured by Lessor’s interest in the Lease Documents and the Equipment. (d) PROVIDED TRANSFEREE IS NOT IN VIOLATION OF ITS OBLIGATIONS UNDER SECTION 7 HEREOF, LESSEE HEREBY WAIVES AS AGAINST ANY TRANSFEREE(S) (THAT HAVE GIVEN VALUE FOR SUCH TRANSFEREE(STRANSFER) OF LESSOR, ITS SUCCESSORS AND ASSIGNS, ANY CLAIM OR DEFENSE THAT LESSEE MAY NOW OR HEREAFTER HAVE AS AGAINST LESSOR, WHETHER FOR BREACH OF THIS LEASETHE LEASE DOCUMENTS, BREACH OF WARRANTY OR OTHERWISE; PROVIDED, HOWEVER THAT ANY SUCH CLAIM OR DEFENSE IS RETAINED AS AGAINST LESSOR.