Common use of Assignment by Lessor Clause in Contracts

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition re‑acquisition of all, less than all or any portion of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations obligations, or decrease the rights and entitlements, of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. Lessor shall reimburse the reasonable third party out-of-pocket costs and expenses incurred by Lessee in connection with this Section 14.01 to the extent that such costs and expenses are in excess of the costs and expenses Lessee may incur in connection with the performance of its obligations under this Lease.

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

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

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

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably requestrequest and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25

Assignment by Lessor. As a material inducement ‌ 29.1 Lessor shall only transfer, convey, or mortgage its interest in the Leased Property or this Lease, or any portion thereof (subject to Lessor’s willingness the Lessee's "Right of First Refusal" provided below) on the following terms. Any such transfer, conveyance, or mortgage shall be subject to enter into the transactions contemplated by this Lease (provided the “Transaction”) Lessee agrees to attorney to such transferee or mortgagee), and the other Transaction Documentstransferee or mortgagee shall acknowledge in writing that its interest in the Leased Property is subject to this Lease (including Xxxxxx's Right of First Refusal provided below) and, Lessee hereby agrees with respect to a purchaser or transferee, that Lessor may, from time to time it assumes all the obligations and at any time and without the consent of Lessee, engage in all or any combination liabilities of the following, or enter into agreements in connection with any Lessor hereunder. At the closing of the following or transfer of its interest in the Leased Property and this Lease in accordance with requirements that may this paragraph, Lessor shall be imposed by applicable securities, tax or other Laws: (a) released from any liability hereunder arising after the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion closing of the Propertiestransfer. 29.2 In consideration of Xxxxxx's execution of this Lease, Lessor hereby grants to Xxxxxx for the entire Term of this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights a right of first refusal ("Right of First Refusal") with respect to any of the foregoingLeased Property, or participations in any of subject to the foregoing; or (b) a Securitization terms and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REITprovisions set forth below. In the event Lessor receives an offer to purchase the Leased Property or any portion thereof during the Term of this Lease, which the Lessor intends to accept ("Offer"), Lessor shall provide to Lessee written notice of receipt of the Offer together with a copy of the Offer within five (5) days of receipt of the Offer by Lessor. The giving of such notice shall constitute an offer by Lessor to sell the Leased Property (or applicable portion thereof) to the Lessee at the same purchase price as contained in the Offer and otherwise in accordance with the terms and provisions of the Offer. Not later than ninety (90) days after receipt of such notice, the Lessee may elect to purchase the Leased Property (or applicable portion thereof) at the purchase price in accordance with the terms and provisions of the Offer by delivery to the Lessor of all of the following within such ninety 29.2.1 A written notice of the election of the Lessee to acquire the Leased Property (or applicable portion thereof); and 29.2.2 A check made payable to the trust account of the attorneys for the Lessor, as escrow agent, in the amount of the deposit set forth in the Offer; and the Offer. 29.2.3 A duly executed sales agreement which contains the terms and provisions of 29.3 In the event the Lessee fails to elect to purchase the Leased Property (or applicable portion thereof) within said ninety (90) day period and in accordance with the foregoing, then Lessor shall be free to accept the Offer and the Leased Property (or applicable portion thereof) may be sold and conveyed to the buyer under the Offer free and clear of the Right of First Refusal (subject to the provisions of Paragraph 29.01 above). In the event the sale of the Leased Property pursuant to the Offer does not occur, the Right of First Refusal granted to Lessee pursuant to the provisions of this Paragraph 29 will apply to any such subsequent proposed sale or assignment other than transfer of the Leased Property by the Lessor. In the event the sale of the Leased Property pursuant to the Offer does occur, the Right of First Refusal granted to Xxxxxx pursuant to the provisions of this Paragraph 29 will apply to any subsequent proposed sale or transfer of the Leased Property by Xxxxxx's successor in interest. 29.4 Notwithstanding anything to the contrary contained in this Paragraph 29, the Right of First Refusal herein shall not apply to Lessor's conveyance, sale or transfer of the entire Leased Property to a security assignmentduly created agency of the Lessor, Lessee shall attorn provided such conveyance, sale or transfer is subject to such purchaser or assignee (so long as Lessor all the terms, conditions and covenants in this Lease, including this Paragraph 29, and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee transferee expressly assumes in writing all terms, conditions and covenants in this Lease applicable to the obligations Lessor hereunder, including, but not limited to, the terms of Lessor hereunder from and after the date Right of such assignment). At the request of LessorFirst Refusal, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements written assumption is recorded in the Public Records of the County.‌‌ 29.5 Simultaneously with the execution of this Lease, a Memorandum of Right of First Refusal in substantially the form attached hereto as Lessor may reasonably requestExhibit "E", provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relievedexecuted by Xxxxxx and Xxxxxx and recorded in the public records of Xxxxxx County, from and after the date Florida. The cost of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salerecording shall be borne by Xxxxxx.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”a) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time its own expense and without the prior consent of Lessee, engage in assign or transfer all of its rights and obligations under this Agreement to an Affiliate of Lessor upon providing prior written notice of such assignment to Lessee. Any other assignment by Lessor shall be subject to the prior consent of Lessee, which such consent shall not be unreasonably withheld or delayed. Upon (1) any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: such assignment becoming effective and (a2) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition assignee assuming all of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s rightobligations under this Agreement, title and interest in Lessor shall be released of any further obligations hereunder. Any assignment pursuant to this Lease or any other Transaction Document, section 12.2(a) shall not affect the servicing rights with respect to any obligations of the foregoing, or participations in any of the foregoing; or Lessor Guarantor. (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event After notice from Lessor of any such sale or transfer of the Aircraft or any assignment or transfer of all or any of Lessor’s rights and obligations under this Agreement, upon request from Lessor and at Lessor’s expense, Lessee shall, as soon as practicable, execute any Initials: ABX:__________ DHL:__________ agreements or other than a security instruments that may be necessary or reasonably requested by Lessor in order to allow, give effect to, or perfect any assignment or transfer of Lessor’s rights and obligations under this Agreement (including, without limitation, certificates confirming (to the extent that such matters are accurate) (1) the continuing truth and accuracy of Lessee’s representations as set forth herein, (2) the continuing viability of Lessee’s warranties, indemnities, covenants and other obligations set forth herein, (3) that no Event of Default has occurred and is continuing, (4) that no Total Loss has occurred, (5) that the Lease is in full force and effect, (6) that the insurance as required pursuant to this Agreement remains in full force and effect with the assignee named as sole loss payee and added as an additional insured to the existing additional insureds as of the assignment, and (7) such other matters as reasonably requested by Lessor). (c) In any instance where a transfer or assignment effected by Lessor is to more than one person, such transferees or assignees shall select an agent who shall act on behalf of all such transferees or assignees and with whom Lessee shall attorn to such purchaser or assignee (so long as Lessor may deal exclusively, and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salethereof.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”a) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in may assign or otherwise transfer all or any combination part of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s its right, title and interest in this and to the Lease Documents and/or any Leased Property to a third-party (“Assignee”) either outright, for financing purposes or any other Transaction Document, the servicing rights with respect otherwise as security for loans. The term “Lessor” as used herein shall also include and refer to any such Assignee, as applicable. Upon notice of any such transfer or assignment and instruction from Lessor, Lessee shall pay all Progress Service Charges, Base Monthly Rental and other rents or payments and perform all other obligations of Lessee under the Lease Documents to Assignee (or its designee). Upon any such assignment or transfer, LESSEE’S OBLIGATIONS UNDER THE LEASE WITH RESPECT TO ASSIGNEE SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, RECOUPMENT, DEFENSE, OFFSET OR COUNTERCLAIM FOR ANY REASON, ALLEGED OR PROVEN, INCLUDING BUT NOT LIMITED TO ANY DEFECT IN ANY LEASED PROPERTY, THE CONDITION, DESIGN, OPERATION OR FITNESS FOR USE OF ANY LEASED PROPERTY OR ANY LOSS OR DESTRUCTION OR OBSOLESCENCE OF ANY LEASED PROPERTY OR ANY PART THEREOF, THE PROHIBITION OR OTHER RESTRICTIONS AGAINST LESSEE’S USE OF ANY LEASED PROPERTY, THE INTERFERENCE WITH SUCH USE BY ANY PERSON OR ENTITY, ANY FAILURE BY LESSOR TO PERFORM ANY OF ITS OBLIGATIONS CONTAINED IN THE LEASE DOCUMENTS, THE INSOLVENCY OR BANKRUPTCY OF LESSOR, OR FOR ANY SUCH CAUSE. Lessee hereby waives and will not assert against any Assignee any claims, defenses or set-offs which Lessee could assert against Lessor. Notwithstanding the foregoing, or participations in any of Lessor may retain and perform the foregoing; or servicing hereunder. (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of Upon any such sale assignment or assignment other than a security assignmenttransfer, Lessee shall attorn promptly execute or otherwise authenticate and deliver to such purchaser Lessor estoppel certificates, acknowledgements of assignment, records and other documents or assignee (so long as instruments requested by Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to connection with such assignment or saletransfer.

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and/or the Property to another party ("Lessor’s willingness to enter into 's Assignee") either outright or as security for loans (collectively the transactions contemplated by this Lease (the “Transaction”) "Underwriting"). Upon notice of any such assignment and the other Transaction Documentsinstructions from Lessor, Lessee hereby agrees that Lessor may, from time shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to time and at any time and without the consent of Lessee, engage in all Lessor's Assignee (or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain party designated by Lessor’s or any of its Affiliates’ status as a REIT's Assignee). In the event of Upon any such sale or assignment other than a security assignment, LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor. Lessor's Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor's obligations under the date of Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to promptly execute such or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents confirming requested by Lessor which acknowledge the saleassignment, assignment affirmation of provisions of the Lease which may be required to effect the Underwriting. Lessee authorizes Lessor's assigns to file UCC-1 financing statements or other transfer and such other agreements precautionary filings as Lessor may reasonably requestor its assigns deem necessary. Lessor's assigns are authorized to take any measures necessary to protect their interest in the Property, provided that the same do not increase the liabilities and obligations including placing a lien on titled vehicles. Only one executed counterpart of Lessee hereunder. Lessor any Schedule shall be relieved, from and after marked "Original"; any other executed counterparts shall be marked "Duplicate Original" or "Counterpart". No security interest in any Schedule may be created or perfected through the date of such transfer or conveyancepossession or control, as applicable, of liability for any counterpart other than the performance of any obligation of Lessor contained hereindocument or record, except for obligations or liabilities accrued prior to such assignment or saleas applicable, marked "Original".

Assignment by Lessor. As a material inducement Security for Lessor's Obligations to Lessor’s willingness to enter into Indenture Trustee. (a) Except as set forth in Section 14.1(b) or (c) or in the transactions contemplated by last two sentences of Section 19.8, the Lessor may not assign, transfer or encumber this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in or all or any combination part of the following, or enter into agreements its interests and rights hereunder except in connection with any the exercise of remedies by the Lessor following or in accordance with requirements a declaration by the Lessor pursuant to Section 16.1 that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any is in default. (i) In order to secure the indebtedness evidenced by the Secured Notes and certain other Transaction Documentobligations as provided in the Indenture, Lessor’s the Indenture provides, among other things, for the assignment by the Lessor to the Indenture Trustee of its right, title and interest in in, to and under this Lease or any other Transaction Document, to the servicing rights with respect extent set forth in the Indenture. The Lessee hereby consents to such assignment pursuant to the terms and provisions of the Indenture and to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and which may occur pursuant to the exercise of any remedy set forth in the Indenture. The Lessee (i) acknowledges that such assignment provides for the exercise by the Indenture Trustee of certain rights of the Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other agreements discretionary action hereunder, but only in accordance with the Indenture, (ii) acknowledges receipt of an executed counterpart of the Indenture as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after in effect on the date hereof and (iii) agrees that, to the extent provided in the Indenture, the Indenture Trustee shall have all the rights of such transfer the Lessor hereunder and, in exercising any right or conveyance, of liability for the performance of performing any obligation of the Lessor contained hereunder, shall be subject to the terms hereof. The Lessee will furnish to the Indenture Trustee counterparts of all notices, certificates, opinions or other documents of any kind required to be delivered hereunder by the Lessee to the Lessor. Notwithstanding any other provision herein, except for obligations so long as any Secured Notes remain Outstanding, the Lessor hereby directs, and the Lessee agrees that, all payments of Basic Rent and all other Rent payable hereunder to the Lessor, other than Excepted Payments, shall be paid directly to the Corporate Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or liabilities accrued to such other account as may be specified in writing by the Corporate Indenture Trustee to the Lessee at least 5 Business Days prior to such assignment the due date thereof. The right of the Indenture Trustee to receive payments of Basic Rent shall not be subject to any defense, counterclaim, setoff or saleother right or claim of any kind which the Lessee may be able to assert against the Lessor or the Owner Participant in an action brought by either thereof on this Lease or otherwise.

Assignment by Lessor. As (a) Master Lessor shall not assign this Master Lease or any interests hereunder, or delegate any of its performance obligations under this Master Lease except as permitted by this Section 11.01. (a) (b) Neither Master Lessor, or any Lessor shall assign any Lease, or any interests arising from any Lease, or delegate any of its performance obligations under any Lease, without the express written consent of Xxxxxx and the Chief Procurement Officer, except as permitted by this Section 11.01. (i) The foregoing restriction doesrestrictions of Sections 11.01(a) and (b) do not apply to a material inducement transfer that occurs by operation of law (e.g., bankruptcy; corporate reorganizations, mergers and consolidations, but not including partial asset sales). (ii) Master Lessor or any Lessor may assign a Lease and/or monies receivable under a Lease to Lessor’s willingness a Permitted Assignee, provided that Lessee shall have no obligation to make payment to an assignee until ten (10thirty (30) days after Master Lessor or the Lessor has provided Lessee with (A) proof of the assignment, (B) the identity (by contract number) of the specific Lease to which the assignment applies, and (C) the name of the assignee. (iii) Master Lessor or any Lessor may assign its right to enter into a Lease Schedule to a Permitted Assignee prior to execution of such Lease Schedule, provided that Lessee shall have no obligation to make payment to an assignee until ten (10) days after Master Lessor or the transactions contemplated by this Lease Lessor has provided Lessee with (A) proof of assignment, (B) a description of the “Transaction”Equipment to be financed and estimated date of closing, and (C) the name and address of the other Transaction Documentsassignee, Lessee hereby agrees that Lessor maynot less than thirty (30) days before the first Rental Payment. (b) (d) The Chief Procurement Officer will, from time to time upon written request of Master Lessor or any Lessor, designate any proposed assignee as a Permitted Assignee. Such designation shall continue until (i) withdrawn by the Chief Procurement upon 90 days written notice to Master Xxxxxx (who shall be responsible for forwarding such notice to any affected party), (ii) such assignee shall breach any term of condition of any Lease, or (iii) such assignee shall fail or cease to meet the definition of a Permitted Assignee hereunder. (c) (e) Notwithstanding any assignment permitted hereby, Master Lessor shall continue to perform all Master Lessor Obligations regardless of the rights of any other Lessor. Any other Lessor to whom a Lease is assigned shall have the rights, but none of the obligations of Master Lessor. Any such other Lessor shall take its rights as to an assigned Lease free and at clear of any time and without the consent of claim Lessee or Master Lessee may have against Master Lessor. (d) (f) If Master Lessor or any other Lessor amends, modifies, or otherwise changes its name, its identity (including its trade name), or its corporate, partnership or other structure, or its FEIN, such party shall provide Lessee, engage in all or any combination with a copy to Master Lessee, with prompt written notice of the followingsuch change. Any name change, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the saletransfer, assignment, grantor novation is subject to the conditions and approval required by the S.C. Code of Regulations Section 19-445.2180, conveyance, transfer, financing, re-financing, purchase or re-acquisition which does not restrict transfers by operation of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salelaw.

Assignment by Lessor. As Lessee and Lessor hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered, to the Administrative Agent, the Security Agreement, which is intended to assign as collateral security and grant a material inducement Lien in favor of the Administrative Agent in, to Lessor’s willingness to enter into the transactions contemplated by and under (axxxx xxxxx xhings) this Lease (the “Transaction”) and the other Transaction DocumentsRent payable hereunder (excluding Excluded Amounts), Lessee hereby all as more explicitly set forth in the Security Agreement. Lessor agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all it shall not otherwise assign or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s convey its right, title and interest in and to this Lease and the Rent payable hereunder or any other part of the Collateral, except (a) as expressly permitted by and subject to the provisions of the Participation Agreement, the Trust Agreement and the Security Agreement or (b) following the discharge of the Lien of the Security Agreement in accordance with its terms. Lessee hereby consents to such assignment and to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Security Agreement provides for the exercise by the Administrative Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excluded Amounts), (y) acknowledges receipt of an executed counterpart of the Security Agreement as in effect on the date hereof and consents to all of the provisions thereof and (z) agrees that, to the extent provided in the Security Agreement, the Administrative Agent shall have all the rights of Lessor hereunder (excluding such rights relating to any Excluded Amounts) as if the Administrative Agent had originally been named as Lessor herein, to the extent provided in the Security Agreement. Notwithstanding any provision of this Lease or any other Transaction DocumentOperative Document but without prejudice to Lessor's rights expressly provided for in the Security Agreement, so long as Lessor's interest in this Lease and the servicing rights Rent payable hereunder (excluding the Excluded Amounts) is subject to the Lien of the Security Agreement, Lessee shall make all payments of Rent (excluding Excluded Amounts) to the Administrative Agent to such account as the Administrative Agent may specify to the Lessee from time to time for distribution in accordance with respect the terms of the Operative Documents, and the obligation of Lessee to make all such payments shall not be subject to any defense, counterclaim, setoff or other right or claim of the foregoingany kind which Lessee may be able to assert against Lessor, or participations any other Financing Party in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign action regarding this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleotherwise.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s rightassign its rights, title and interest in this and to any Lease and the Property, individually or together, in whole or in part, and/or grant or assign a security interest in any Lease and the Property individually or together, in whole or in part; provided, however, that so long as no Event of Default or event which with the giving of notice, the passage of time, or both, would constitute an Event of Default shall have occurred, Lessor shall not make any assignment to any entity not affiliated with Lessor without obtaining Lessee’s prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed and Lessee shall enjoy its right to quiet enjoyment as set forth in Section 24 below. Each such assignee shall have all of the rights of Lessor under each Lease assigned to it. Lessee shall not assert against any such assignee any claims or defenses by way of abatement, set-off, counterclaim or recoupment that Lessee may have against Lessor or any other Transaction Documentperson or entity. Upon receipt of written notice of Lessor’s assignment of all or any part of its interest in any Lease, Lessee agrees to attorn to and recognize any such assignee as the servicing rights with respect owner of such assigned Lessor’s interest in any Lease and Lessee shall thereafter make such payments, including without limitation such Rent as are indicated in the notice of assignment, to any such assignee. No such Lessor assignment will alter the terms and conditions of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this relevant Lease or any interest herein to another Person (including without limitationexpand, a taxable REIT subsidiary) in order to maintain Lessor’s enlarge or modify the obligations of Lessee or any of its Affiliates’ status as a REITguarantor. In the event of Notwithstanding any such sale or assignment other than a security assignment, Lessee shall attorn will continue to deal directly and solely with Stonebriar Commercial Finance LLC as administrative agent for the lessors (whether one or more), including affiliates of Lessor, until such purchaser time as Lessee has received written notice that such administrative agent has been replaced and Lessee has had reasonable time to acknowledge such notice. Each of Lessee and any guarantor agrees that Lessor may disclose information regarding Lessee, any guarantor and the transactions to any such assignee, potential assignee, rating agency or assignee (other party in connection with any such Lessor assignment so long as such party is informed by Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance confidential nature of any obligation of documents or information which Lessor contained herein, except for obligations or liabilities accrued prior has otherwise agreed to keep confidential and agrees to keep such assignment or saleinformation confidential.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignmentassignment including obligations pertaining to reserve funds). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. Notwithstanding the foregoing, during the period of time that is the lesser of (i) the time period during which the forward commitments described in Section 7.25 of the Purchase and Sale Agreement remain outstanding or (ii) two (2) years from the Effective Date, Lessor shall not sell, assign, convey or transfer its right under this Lease (except the two condo properties) or procure financing from a third party that is not an Affiliate of Lessor which involves a Securitization (hereinafter defined) without Lessee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder or limit the Lessee’s rights hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salesale provided such purchaser or assignee assumes in writing all such obligations of Lessor hereunder.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease LESSOR MAY (the “Transaction”WITH OR WITHOUT NOTICE TO LESSEE) and the other Transaction DocumentsSELL, TRANSFER, ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, ANY EQUIPMENT SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee hereby agrees that Lessor mayshall, from time to time and at upon receipt of notice, acknowledge any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the such sale, assignment, grant, conveyance, transfer, financingassignment or grant of a security interest and shall pay its obligations hereunder or amounts equal thereto to the respective transferee, re-financingassignee or secured party in the manner specified in any instructions received from Lessor. Notwithstanding any such sale, purchase transfer, assignment or re-acquisition grant of alla security interest by Lessor and so long as no event of default shall have occurred hereunder, less than all neither Lessor nor any transferee, assignee or any portion secured party shall interfere with Lessee's right of use or quiet enjoyment of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REITEquipment. In the event of any such sale sale, transfer, assignment or assignment other than grant of a security assignmentinterest in all or any part of this Lease and any Equipment Schedule hereto, or in the Equipment or in sums payable hereunder, as aforesaid, Lessee shall attorn agrees to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of a security interest and to perfect the transferee's, assignee's or secured party's interest therein and Lessee further agrees that the rights of any transferee, assignee or secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Lessor's rights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease nor materially increase the burdens and such other agreements as risks imposed on Lessee. Lessee agrees that Lessor may reasonably request, provided that assign or transfer this Lease or Lessor's interest in the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such Equipment even if said assignment or saletransfer could be deemed to materially affect the interests of Lessee. Nothing in the preceding sentence shall affect or impair the provisions of Section 4, Section 10 or any other provision of this Lease.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, The Lessor’s right, title and interest in this and to Rental Payments and any other amounts payable by the Sub-Lessee under any and all of the Leases and the Lessor’s security interest in the Equipment subject to each such Lease and in the Acquisition Fund or any other Transaction Documentportion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the servicing Lessor without the (b) Lessor or its assignees may not sell or distribute, in fractionalized interests or participations, its interest in its rights to receive Rental Payments under any Lease without the prior written consent of the Lessee and the Sub-Lessse. If Lessee and Sub-Lessee consent to such sale or distribution of such fractionalized interests or participations, Lessor or its assignee (i) shall limit the number of holders of such interests or participations to thirty-five (35) or fewer "sophisticated investors"; (ii) shall issue any such interest or participation in the amount of $100,000 or more; (iii) shall maintain, on behalf of the Lessee, registration books or a book entry system with respect to any the ownership and transfer of such participations or interests that complies with the requirements of Section 149( a) of the foregoing, Code; (iv) shall not establish any such participations or interests in a manner that would cause interest payments on this Lease received by owners of such participations or interests to be includable in gross income for federal income tax purposes; and (v) shall provide the Lessee and Sub-Lessee with a copy of all offering materials thirty (30) days prior to the time any such interests or participations are offered for sale or distribution. Lessor (i) shall be solely responsible for the allocation of Rental Payments received by Lessor in any of the foregoing; or accordance with subsection (b) a Securitization hereof among any such participants as their interests may appear; and related transactions(ii) shall be solely responsible for the costs and other financial or other liabilities attendant to the establishment, maintenance, and operation of the aforesaid registration books or book entry system. Without in any way limiting Lessee and Sub-Lessee shall be given notice of the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event establishment of any such sale registration books or assignment other than book entry system and a security assignmentfull written explanation of how such books or system works, including the right to inspect the same during normal business hours, or, if Lessor is not conveniently located for such inspection, Lessee and Sub-Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing be furnished, upon request, with photocopies of such transfer books and such purchaser records and/or book entry system. The foregoing to the contrary notwithstanding, Lessee, with the consent of the Sub-Lessee may, at its option and expense, appoint another agent to establish, maintain, and operate the registration books or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, book entry system contemplated hereunder. (c) The Lessee will execute such documents confirming the sale, assignment has not prepared an Official Statement or other transfer offering materials in connection with the Lease and does not intend to prepare such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereundermaterials. The Lessor shall be relieved, from and after the date not use Certificates of such transfer or conveyance, of liability for the performance of Participation in connection with any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.Lease. DRAFT

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by Lessor may in whole or in part assign this Lease (the “Transaction”) and the other Transaction Documentsany Equipment, Lessee hereby agrees that Lessor mayin any manner, from time to time and at including by granting or assigning any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax encumbrance or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction DocumentEquipment, the servicing rights with respect without notice to Lessee, to any person (“Assignee”). No such assignment will relieve Lessor of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign obligations under this Lease or any interest herein otherwise be deemed to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain materially change Lessee’s or Lessor’s respective obligations, burdens, or risks under this Lease. As more particularly provided in Section 5 above, Xxxxxx’s obligation to pay Rental Payments and other amounts under this Lease to Assignee will continue to be (except to the limited extent provided in Section 23 below) independent, absolute, and unconditional and not subject to demand, abatement, reduction, offset, recoupment, notice, cross-claim, counterclaim, or any other defense whatsoever, and Xxxxxx specifically agrees not to assert against any Assignee any claim or defense Lessee may have against Lessor, Seller, or any other person, and no Assignee will be liable for Xxxxxx’s negligence, willful misconduct, or breach in performing this Lease or its actions or inactions under this Lease. Lessee will not require Assignee to perform any obligations of Lessor other than the warranty of quiet enjoyment provided in Section 23 below and any other obligations expressly assumed by the Assignee in writing. If Xxxxxx is notified of an assignment, Xxxxxx will not permit this Lease to be amended or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignmentterms waived without Assignee’s prior written consent, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee Xxxxxx will execute such acknowledgments of assignment as may be reasonably requested. Any Assignee will be entitled to all of Xxxxxx’s rights, powers, and privileges under this Lease to the extent of the assignment, including the right to make further assignments. Lessor may provide copies of this Lease or related documents confirming the saleor information concerning Lessee and its obligations to any Assignee, assignment prospective Assignee, affiliate, or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleperson.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease LESSOR MAY (the “Transaction”WITH OR WITHOUT NOTICE TO LESSEE) and the other Transaction DocumentsSELL, TRANSFER, ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee hereby agrees that Lessor mayshall, from time to time and at upon receipt of written notice, acknowledge any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the such sale, assignment, grant, conveyance, transfer, financingassignment or grant of a security, re-financinginterest and shall pay its obligations hereunder or amounts equal thereto to the respective transferee, purchase assignee or re-acquisition secured party in the manner specified in any instructions received from Lessor. Notwithstanding any such sale, transfer, assignment or grant of alla security interest by Lessor and so long as no Event of Default shall have occurred hereunder, less than all neither Lessor nor any transferee, assignee or any portion secured party shall interfere with Lessee's right of use or quiet enjoyment of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REITEquipment. In the event of any such sale sale, transfer, assignment or assignment other than grant of a security assignmentinterest in all or any part of this Lease and any Schedule hereto, or in the Equipment or in sums payable hereunder, as aforesaid, Lessee shall attorn agrees to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or other transfer grant of a security interest and such other agreements as Lessor may reasonably requestto perfect the transferee's, provided assignee's or secured party's interest therein (with any filing fees at Lessor's expense) and Lessee further agrees that the same do rights of any transferee, assignee or secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Lessor's rights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease and shall not materially increase the liabilities burdens and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salerisks imposed on Lessee.

Assignment by Lessor. As a material inducement Lessee and Lessor hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered to Lessor’s willingness the Agent the Loan Agreement, which is intended to enter into the transactions contemplated by this Lease (the “Transaction”) assign as collateral security and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage xxxxx x Xxxx in all or any combination favor of the followingAgent in, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or to and under (among other Laws: (athings) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesEquipment, this Lease and the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Loan Agreement. Lessor agrees that it shall not otherwise assign or any other Transaction Document, Lessor’s convey its right, title and interest in and to the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) or any other part of the Collateral, except (a) as expressly permitted by and subject to the provisions of the Participation Agreement, the Trust Agreement and the Loan Agreement or (b) following the discharge of the Lien of the Loan Agreement in accordance with its terms. Lessee hereby consents to such assignment and to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Loan Agreement provides for the exercise by the Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excepted Property, the Equipment and as otherwise provided in the Loan Agreement), (y) acknowledges receipt of an executed counterpart of the Loan Agreement as in effect on the date hereof and consents to all of the provisions thereof and (z) agrees that, to the extent provided in the Loan Agreement, the Agent shall have all the rights of Lessor hereunder (excluding such rights relating to any Excepted Property, the Equipment and as otherwise provided in the Loan Agreement) as if the Agent had originally been named as Lessor herein, to the extent provided in the Loan Agreement. Notwithstanding any provision of this Lease or any other Transaction DocumentOperative Agreement but without prejudice to Lessor's and the Holders' rights expressly provided for in the Loan Agreement, so long as Lessor's interest in the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) is subject to the Lien of the Loan Agreement, Lessee shall make all payments of Rent (excluding Segregated Excepted Property but including all other Excepted Property) to the Agent to such account as the Agent may specify to Lessee from time to time for distribution in accordance with the terms of the Operative Agreements, and the obligation of Lessee to make all such payments shall not be subject to any defense, counterclaim, setoff or other right or claim of any kind which Lessee may be able to assert against Lessor, any Holder, the servicing rights with respect to any of Lenders, the foregoing, Bank Lenders or participations the Agent in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign action regarding this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleotherwise.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) Lessee acknowledges that in -------------------- connection with the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion financing of the PropertiesFacility, this Lease or any Lessor has entered into the Project Mortgage and the Security Agreement providing, among other Transaction Documentthings, Lessor’s for the assignment by Lessor to Agent, to the extent set forth therein, of its right, title and interest in and to this Lease Lease, as security for the Obligations, including the right to receive all payments of Rent payable to Lessor (but excluding Excluded Payments), and Lessee hereby: (i) accepts and consents to such assignment pursuant to the terms of the Project Mortgage and the Security Agreement; (ii) agrees that until it receives written notice from Agent stating that the Project Mortgage has been released it will (except as otherwise instructed by the Agent with respect to all or any part of any payments) make all payments of Rent and other amounts payable hereunder in accordance with Section 3.02 hereof; (iii) acknowledges that such assignments and security interests provide for the exercise by Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other discretionary action hereunder, except as specifically set forth in the Project Mortgage and the Security Agreement; (iv) agrees that amounts payable to the Disbursement Agent or any other Transaction Documentparty hereunder shall not be subject to any defense, counterclaim, compensation, set-off or any other right or claim of any kind which Lessee may have against Lessor; (v) agrees to furnish to Agent copies of all notices and opinions delivered by Lessee to Lessor; and (vi) agrees to the servicing appointment of any successor, additional or separate Agent or Bond Trustee or Disbursement Agent as contemplated by the Amended and Restated Reimbursement Agreement or the Indenture or the Amended and Restated Disbursement Agreement and that any such successor, additional or separate Agent or Bond Trustee or Disbursement Agent shall be entitled to exercise such of the rights and powers of Agent or the Bond Trustee or the Disbursement Agent, as the case may be, under the Security Documents or the Indenture or the Amended and Restated Disbursement Agreement, as applicable, and, in the case of Agent or a successor agent, of Lessor hereunder as shall be specified in the instrument appointing such Agent or the Bond Trustee or the Disbursement Agent, without any necessity of any consent to such appointment or approval of such instrument by Lessee. (b) To the extent, if any, that this Lease constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), no security interest in this Lease may be created by the transfer or possession of any counterpart hereof other than the original chattel paper counterpart, which shall be identified as the counterpart containing the receipt therefor executed by Agent on or immediately following the signature page hereof. (c) No provision in this Lease pertaining to a limitation or disclaimer of any obligations, representations or responsibilities of Lessor as between Lessor and Lessee shall in any way limit or affect any obligations and responsibilities Lessor may incur with respect to any of other Persons in the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleTransaction Documents.

Assignment by Lessor. As a material inducement lnducement to Lessor’s 's willingness to enter into the transactions contemplated by this Lease (the “"Transaction”") and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s 's right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s 's or any of its Affiliates’ ' status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, 20 4830-1362-4631.5 STORE/Synalloy Master Lease Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement Lessor and any assignee of Lessor, with or without notice to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the or consent of Lessee, engage may sell, assign, transfer or grant a security interest in all or any combination part of Lessor's rights, obligations, title or interest in the followingEquipment, the Lease, any Schedule or enter into agreements the amounts payable under the Lease or any Schedule to any entity ( "transferee"). The transferee shall succeed to all of Lessor's rights in respect to the Lease (including; without limitation, all rights to insurance and indemnity protection described in the Lease). Lessee agrees to sign any acknowledgment and other documents reasonably requested by Lessor or the transferee in connection with any such transfer transaction. Lessee, upon receiving notice of any such transfer transaction, shall comply with the following terms and conditions thereof. Lessee agrees that it shall not assert against any transferee any claim, defense, setoff, deduction or counterclaim which Lessee may now or hereafter be entitled to assert against Lessor. Unless otherwise agreed in accordance with requirements writing, the transfer transaction shall not relieve Lessor of any of its obligations to Lessee under the Lease and Lessee agrees that may the transfer transaction shall not be imposed construed as being an assumption of such obligations by applicable securitiesthe transferee. 22. NO ASSIGNMENT, tax or other LawsSUBLEASE OR LIEN BY LESSEE: LESSEE SHALL NOT, DIRECTLY OR INDIRECTLY, (a) the saleMORTGAGE, assignmentASSIGN, grantSELL, conveyanceTRANSFER, transferOR OTHERWISE DISPOSE OF THE LEASE OR ANY INTEREST THEREIN OR THE EQUIPMENT OR ANY PART THEREOF, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or OR (b) a Securitization and related transactionsSUBLEASE, RENT, LEND OR TRANSFER POSSESSION OR USE OF THE EQUIPMENT OR ANY PART THEREFOR TO ANY PARTY, OR (c) CREATE, INCUR, GRANT, ASSUME OR ALLOW TO EXIST ANY LIEN ON THE LEASE, ANY SCHEDULE. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleTHE EQUIPMENT OR ANY PART THEREOF.

Assignment by Lessor. As a material inducement to LessorXxxxxx’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that LessorXxxxxx, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REITREIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee Xxxxxx will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder or adversely impact the rights of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salesale (including, without limitation, Lessor’s obligation to deliver any Reserve currently held by Lessor to such purchaser or assignee).

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignmentassignment including obligations pertaining to reserve funds). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.. Notwithstanding the foregoing, during the period of time that is the lesser of (i) the time period during which the forward commitments described in Section 7.25 of the Purchase and Sale Agreement remain outstanding or (ii) two (2) years from the Effective Date, Lessor shall not sell, assign, convey or transfer its right under this Lease (except the two condo properties) or procure financing from a third party that is not an Affiliate of Lessor which involves a Securitization (hereinafter defined) without Lessee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Lessee hereby consents to the sale of the Office Condo to a third party, and in such event the Lease shall be divided as provided in section 17.22

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents), Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: Laws (provided that in each such instance it shall be at not cost or liability to Lessee): (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”i) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time at Lessor's sole expense, having given prior written notice to time and at any time and Lessee, assign all or part of its rights hereunder without the prior written consent of Lessee; PROVIDED, engage in all or HOWEVER, that any combination such assignment shall not affect Lessee's rights, powers, obligations, privileges, options and benefits available to Lessee hereunder and shall not invalidate the U.S. Registration of the followingAircraft. (ii) Lessee hereby acknowledges and consents to the Security Agreement and to the creation of the security interest evidenced thereby. Pursuant to the Security Agreement, or enter into ING has succeeded to, and has the exclusive right to exercise, all rights, powers, privileges, options and other benefits available to the Lessor hereunder, including all rights to make and to give any demands, waivers and agreements under any such Lease, to make determinations, to give and receive notices and other communications, to take such action upon the occurrence of an Event of Default hereunder, including all rights to exercise remedies, to assert powers and privileges, and to make demands in connection with herewith. Lessee will furnish to ING counterparts of all writings of any kind required to be delivered hereunder by Lessee to Lessor and until Lessee has been notified by ING that the lien of the following or Security Agreement on the Aircraft has been released (x) Lessee shall make all payments of Basic Rent and Supplemental Rent, Monthly Maintenance Reserve Payments and the Security Deposit and all other amounts payable hereunder, to ING as specified in accordance with requirements that may Clause 6.1 and (y) ING shall be imposed by applicable securities, tax or other Laws: (a) entitled to the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion exclusion of the PropertiesLessor to succeed to and exercise all of the rights, remedies, powers and privileges of the Lessor under this Lease or and, in this respect, the Lessee shall not, and shall not be required to, recognize the exercise of any other Transaction Document, Lessor’s such right, title and interest in this Lease remedy, power or any other Transaction Documentprivilege by the Lessor, as applicable. In furtherance thereof, the servicing rights Lessee and the Lessor also agree that, with respect to any of instructions, directions, consents, waivers and other communications that the foregoing, or participations in any of Lessor is entitled to deliver to the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoingLessee under this Lease, the parties acknowledge Lessee shall only accept, and agree shall only act (or refrain from acting) in accordance with, such instructions, directions, consents, waivers and other communications that Lessorare given by ING until Lessee has been otherwise notified by ING. Each payment made by Lessee pursuant to the second preceding sentence shall, to the extent actually received by ING, be deemed, as between Lessor and Lessee, to satisfy Lessee's obligations hereunder to make such payments. This Lease shall be subject and subordinate to the Security Agreement, but neither Lessor nor any Person deriving from Lessor shall in its sole discretionthe absence of an Event of Default, may assign take any action contrary to Lessee's rights under this Lease or any interest herein to another Person (including Lease, including, without limitation, a taxable REIT subsidiarythe right to use and possession of the Aircraft, except in accordance with the provisions of this Lease. The Lessee also acknowledges that any obligations which the Lessor shall have under this Lease shall be non-recourse to the Lessor and that for satisfaction thereof, Lessee shall look only to Lessor's interest in the Aircraft and/or ING. To the extent that ING satisfies any such obligation, such amount shall, to the extent permitted by the Security Agreement and applicable law be added to the amounts secured by the Security Agreement. (iii) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event this Lease is assigned, sold, encumbered or re-encumbered by Lessor, any assignee, transferee or mortgagee shall agree as a condition precedent thereto not to disturb or otherwise interfere with the quiet enjoyment by Lessee of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (the Aircraft so long as Lessor no Event of Default shall have occurred and be continuing, and Lessee shall have received confirmation in writing, reasonably acceptable to Lessee, that such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations transferee accepts all responsibilities of Lessor hereunder from and after under this Lease, including but not limited to, confirmation of Lessee's right to quiet enjoyment of the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleAircraft.

Assignment by Lessor. As a material inducement to Lessor’s 's willingness to enter into the transactions contemplated by this Lease (the “"Transaction”") and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s 's right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s 's or any of its Affiliates’ ' status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and Property to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) 's Assignee either outright or as security for loans. Upon notice of any such assignment and the other Transaction Documentsinstructions from Lessor, Lessee hereby agrees that Lessor may, from time shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to time and at any time and without the consent of Lessee, engage in all Lessor's Assignee (or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain party designated by Lessor’s or any of its Affiliates’ status as a REIT's Assignee). In the event of Upon any such sale or assignment other than a security assignment, LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR OR ANY THIRD PARTY. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor or any third party. Lessor's Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor's obligations under the date of Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to promptly execute such or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents confirming requested by Lessor which acknowledge the saleassignment, assignment affirmation of provisions of the Lease which may be required to effect the Underwriting. Lessee authorizes Lessor's assigns to file UCC-1 financing statements, precautionary filings, documents with the FAA to evidence its interest in the Property, registrations with the XXXX, and any other filings or other transfer and such other agreements registrations as Lessor may reasonably request, provided that or its assigns deem necessary. Lessor's assigns are authorized to take any measures necessary to protect their interest in the same do not increase the liabilities and obligations Property. Aircraft MLPRRMQ Initials __________ Only one executed counterpart of Lessee hereunder. Lessor any Schedule shall be relieved, from and after marked "Original"; any other executed counterparts shall be marked "Duplicate Original" or "Counterpart". No security interest in any Schedule may be created or perfected through the date of such transfer or conveyancepossession or control, as applicable, of liability for any counterpart other than the performance of any obligation of Lessor contained hereindocument or record, except for obligations or liabilities accrued prior to such assignment or saleas applicable, marked "Original".

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, The Lessor’s right, title and interest in this and to Rental Payments and any other amounts payable by the Sub-Lessee under any and all of the Leases and the Lessor’s security interest in the Equipment subject to each such Lease and in the Acquisition Fund or any other Transaction Documentportion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the servicing rights with respect to any Lessor without the necessity of obtaining the consent of the foregoingLessee or the Sub-Lessee; provided, however, that no such assignment or participations in any reassignment shall be effective unless and until (a) the Lessee and Sub- Lessee shall have received notice of the foregoing; assignment or reassignment disclosing the name and address of the assignee or subassignee, and (b) in the event that such assignment or reassignment is made to a Securitization bank or trust company as trustee for holders of certificates representing interests in such a Lease, such bank or trust company agrees to maintain, or cause to be maintained, a book- entry system by which a record of the names and related transactionsaddresses of such holders as of any particular time is kept and agrees, upon request of the Lessee, to furnish such information to the Lessee. Without During the term of each Lease, the Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. The Lessee and the Sub-Lessee agree to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by the Lessor to protect its interest in the Equipment, in any way limiting Lease and in the foregoingAcquisition Fund. The Sub-Lessee shall not have the right to and shall not assert against any assignee of the Lessor any claim, counterclaim or other right that the Sub-Lessee may have against the Lessor, the Lessee or any Vendor; the parties acknowledge and agree that Lessor, the foregoing does not limit or restrict the Sub-Lessee in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or the exercise of any of its Affiliates’ status rights against the Lessor, Lessee or any Vendor. Assignments in part may include without limitation assignment of all of the Lessor’s security interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment of less than all of the Lessor’s interests in all of the Equipment listed in a single Lease. (b) Lessor or its assignees may not sell or distribute, in fractionalized interests or participations, its interest in its rights to receive Rental Payments under any Lease without the prior written consent of the Lessee and the Sub-Lessse. If Lessee and Sub-Lessee consent to such sale or distribution of such fractionalized interests or participations, Lessor or its assignee (i) shall limit the number of holders of such interests or participations to thirty-five (35) or fewer "sophisticated investors"; (ii) shall issue any such interest or participation in the amount of DRAFT $100,000 or more; (iii) shall maintain, on behalf of the Lessee, registration books or a book entry system with respect to the ownership and transfer of such participations or interests that complies with the requirements of Section 149( a) of the Code; (iv) shall not establish any such participations or interests in a manner that would cause interest payments on this Lease received by owners of such participations or interests to be includable in gross income for federal income tax purposes; and (v) shall provide the Lessee and Sub-Lessee with a copy of all offering materials thirty (30) days prior to the time any such interests or participations are offered for sale or distribution. Lessor (i) shall be solely responsible for the allocation of Rental Payments received by Lessor in accordance with subsection (b) hereof among any such participants as a REITtheir interests may appear; and (ii) shall be solely responsible for the costs and other financial or other liabilities attendant to the establishment, maintenance, and operation of the aforesaid registration books or book entry system. In Lessee and Sub-Lessee shall be given notice of the event establishment of any such sale registration books or assignment other than book entry system and a security assignmentfull written explanation of how such books or system works, including the right to inspect the same during normal business hours, or, if Lessor is not conveniently located for such inspection, Lessee and Sub-Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing be furnished, upon request, with photocopies of such transfer books and such purchaser records and/or book entry system. The foregoing to the contrary notwithstanding, Lessee, with the consent of the Sub-Lessee may, at its option and expense, appoint another agent to establish, maintain, and operate the registration books or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, book entry system contemplated hereunder. (c) The Lessee will execute such documents confirming the sale, assignment has not prepared an Official Statement or other transfer offering materials in connection with the Lease and does not intend to prepare such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereundermaterials. The Lessor shall be relieved, from and after the date not use Certificates of such transfer or conveyance, of liability for the performance of Participation in connection with any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleLease.

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and Property to Lessor’s willingness Assignee either outright or as security for loans. Lessee shall only receive notice of an assignment or transfer if the Lessee's Monthly Rental and other payments and obligations under the Lease are required to enter into be paid directly by Lessee to the transactions contemplated Lessor's Assignee (or to another party designated by this Lease (Lessor's Assignee). If the “Transaction”) and the other Transaction DocumentsLessee receives such notice, Lessee hereby agrees that Lessor may, from time to time shall fully comply with all instructions for payment and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactionsperformance contained therein. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of Upon any such sale or assignment other than a security assignment, and with or without notice LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor. Lessor’s Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the date Lease. Lessee shall provide Lessor with a copy of any notices sent by Lessee to assignee under the Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to promptly execute such or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents confirming requested by Lessor which acknowledge the saleassignment, assignment affirmation of provisions of the Lease which may be required to effect the Underwriting. Lessee authorizes Lessor’s assigns to file UCC-1 financing statements or other transfer and such other agreements precautionary filings as Lessor may reasonably request, provided that or its assigns deem necessary. Lessor’s assigns are authorized to take any measures necessary to protect their interest in the same do not increase the liabilities and obligations Property. Only one executed counterpart of Lessee hereunder. Lessor any Schedule shall be relieved, from and after marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created or perfected through the date of such transfer or conveyancepossession or control, as applicable, of liability for any counterpart other than the performance of any obligation of Lessor contained hereindocument or record, except for obligations or liabilities accrued prior to such assignment or saleas applicable, marked “Original”.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”a) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time its own expense and without the prior consent of Lessee, engage in assign or transfer all of its rights and obligations under this Agreement to an Affiliate of Lessor upon providing prior written notice of such assignment to Lessee. Any other assignment by Lessor shall be subject to the prior consent of Lessee, which such consent shall not be unreasonably withheld or delayed. Upon (1) any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: such assignment becoming effective and (a2) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition assignee assuming all of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s rightobligations under this Agreement, title and interest in Lessor shall be released of any further obligations hereunder. Any assignment pursuant to this Lease or any other Transaction Document, section 12.2(a) shall not affect the servicing rights with respect to any obligations of the foregoing, or participations in any of the foregoing; or Lessor Guarantor. (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event After notice from Lessor of any such sale or transfer of the Aircraft or any assignment or transfer of all or any of Lessor’s rights and obligations under this Agreement, upon request from Lessor and at Lessor’s expense, Lessee shall, as soon as practicable, execute any agreements or other than a security instruments that may be necessary or reasonably requested by Lessor in order to allow, give effect to, or perfect any assignment or transfer of Lessor’s rights and obligations under this Agreement (including, without limitation, certificates confirming (to the extent that such matters are accurate) (1) the continuing truth and accuracy of Lessee’s representations as set forth herein, (2) the continuing viability of Lessee’s warranties, indemnities, covenants and other obligations set forth herein, (3) that no Event of Default has occurred and is continuing, (4) that no Total Loss has occurred, (5) that the Lease is in full force and effect, (6) that the insurance as required pursuant to this Agreement remains in full force and effect with the assignee named as sole loss payee and added as an additional insured to the existing additional insureds as of the assignment, and (7) such other matters as reasonably requested by Lessor). (c) In any instance where a transfer or assignment effected by Lessor is to more than one person, such transferees or assignees shall select an agent who shall act on behalf of all such transferees or assignees and with whom Lessee shall attorn to such purchaser or assignee (so long as Lessor may deal exclusively, and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment)thereof. At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.MSN Initials: ABX: DHL:

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that If Lessor may, from time to time and at any time and without the consent of Lessee, engage in all transfers or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and assigns its interest in this Lease lease or any other Transaction Document, in the servicing rights with respect Property to any of the foregoingperson, or participations in Lessor shall thereby be released from any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the further obligations of Lessor hereunder arising from and after the date of the assignment hereunder, and Lessee agrees to look solely to such assignment)successor-in-interest of Lessor for performance of such obligations. At If any security given by Lessee to secure the request performance of LessorLessee's obligations hereunder is assigned or transferred by Lessor to any such successor-in-interest, Lessee then Lessor shall thereby be discharged of any further obligation relating thereto. For the purposes of this Section, any holder of a mortgage that affects the premises or the Property at any time will execute such documents confirming be a successor-in-interest to Lessor as to the premises and the Property when it succeeds to the interest of the Lessor or any successor-in-interest, whether by voluntary sale, assignment or other transfer and such other agreements as Lessor may reasonably requestor by way of foreclosure, provided that deed in lieu of foreclosure or dispossession of Lessor. Lessee agrees to attorn to the same do not increase the liabilities and obligations assignee, transferee, or purchaser of Lessee hereunder. Lessor shall be relieved, Lessor's interest from and after the date of notice to Lessee of any such assignment, transfer or conveyancesale, in the same manner and with the same force and effect as though this lease were made, in the first instance, by and between Lessee and such assignee, transferee or purchaser. If any proceedings are instituted for foreclosure, or in the event of liability for the performance exercise of the power of sale under any obligation mortgage made by Lessor covering the premises or the Property, Lessee shall, upon such mortgagee's request, attorn to the transferee or successor-in-interest upon any such foreclosure, deed in lieu of foreclosure, sale or termination and recognize such transferee or successor-in-interest as the Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleunder this lease.

Assignment by Lessor. As a material inducement to LessorLxxxxx’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of LesseeLessee but in all cases subject to the terms and conditions of this Lease including Exhibit C attached hereto, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-re financing, purchase or re-re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of LessorLxxxxx, Lessee Lxxxxx will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lxxxxx’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to LessorXxxxxx’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of LesseeLessee but in all cases subject to the terms and conditions of this Lease including Exhibit C attached hereto, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-re financing, purchase or re-re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of LessorXxxxxx, Lessee Xxxxxx will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Xxxxxx’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) Lessee acknowledges and the other Transaction Documents, Lessee hereby agrees that Lessor maymay assign, from time mortgage, or otherwise transfer (collectively, "Assign") its interest hereunder and/or in the Equipment to time and at any time and others ("Assignees") without the consent of Lessee, engage provided however that Lessee shall be notified prior thereto. Accordingly, Lessee and Lessor agree that upon such assignment and the Lessee's receipt of notice thereof, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or any combination counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease or Lease Schedule so assigned to be amended or the terms thereof waived without the prior written consent of the followingAssignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by Lessor, or enter into agreements in connection and (vi) acknowledges that any Assignee may reassign its rights and interest with any of the following or in accordance with requirements that may be imposed by applicable securitiessame force and effect as the assignment described herein. However, tax or other Laws: Lessor shall remain liable to Lessee notwithstanding such assignment. Notwithstanding anything to the contrary contained herein, (a) Lessor may not Assign its interest hereunder and/or in the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect Equipment to any Assignee or other person or entity in violation of the foregoingany applicable laws or regulations, or participations in any of the foregoing; or including, but not limited to, Gaming Laws, (b) a Securitization and related transactions. Without Lessor may not assign its interest hereunder and/or in the Equipment to any way limiting Assignee or other person or entity on or prior to the foregoingoccurrence of the Termination of the Construction Date (as defined in the Credit Agreement dated as of October 29, 1998 among JCC Holding Company ("JCC Holding"), as guarantor, Lessee, as borrower, the bank parties acknowledge thereto and agree that LessorBankers Trust Company, in its sole discretion, may assign this Lease or any interest herein to another Person as administrative agent) and (including without limitation, a taxable REIT subsidiaryc) in order to maintain Lessor’s or neither Lessor nor any of its Affiliates’ status as a REIT. In Assignees may Assign its interest hereunder and/or in the event Equipment to any Assignee or other person or entity that would, if associated with the Lessee, JCC Holding, Harrxx'x Xxx Orleans Management Company (the "Manager") or any affiliate of the Manager, impair or cause the denial, suspension or revocation of any such sale gaming registration, permit, license, right or assignment entitlement or any alcoholic beverage registration, permit, license, right or entitlement held or applied for by the Lessee, JCC Holding, the Manager of any affiliate of the Manager. Unless the context otherwise requires, each reference to the Lessor herein, other than the reference in clause (c) of the preceding sentence, shall mean and be a security assignment, Lessee shall attorn reference to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer its Assignees and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleeach subsequent Assignee.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in and to this Lease Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Agreement (or any other Transaction Documentinterest therein) for its own account with no present intention to resell or distribute the Agreement (or interest therein), subject to each investor’s right at any time to dispose of the Agreement or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of Lessor’s rights and interests under the Agreement or the creation of any interest in the Agreement in an aggregate Principal Component that is less than $100,000 and (iii) to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to applicable State law. Lessee agrees that (i) Lessor may assign, sell, transfer or encumber all or any part of the Agreement, the servicing rights Energy Conservation Equipment, the Rental Payments and the Acquisition Fund Agreement and (ii) in the event of any such assignment of Rental Payments under this Agreement and written notice thereof to Lessee, to unconditionally pay directly to any such assignee all Rental Payments and other sums due or to become due under this Agreement so assigned. Lessor acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s obligations to perform in accordance with respect to the terms of this Agreement in accordance with its terms as originally executed. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SETOFF WHICH LESSEE MAY HAVE AGAINST LESSOR; PROVIDED, THAT LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF LESSOR UNDER THIS AGREEMENT OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to Lessee’s right to possess and use the Energy Conservation Equipment so long as Lessee is not in default hereunder, and (B) shall not release any of Lessor’s obligations under this Agreement, unless Lessee otherwise agrees in writing, or participations any claim which Lessee has against Lessor. Lessor acknowledges that the Agreement has not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and that Lessee has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of this Section) or participate in any of the foregoing; or manner in connection with such assignment, and Lessor and any such assignee shall be solely responsible for compliance with all securities and other laws in connection with such assignment. (b) a Securitization and related transactions. Without in any way limiting the foregoingUnless to an affiliate controlling, the parties acknowledge and agree that controlled by or under common control with Lessor, in its sole discretionno assignment, may assign transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company as trustee or paying agent. During the Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignmentTerm, Lessee shall attorn keep, or cause to be kept, a complete and accurate record of all such purchaser assignments. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessorany claim, Lessee will execute such documents confirming the sale, assignment counterclaim or other transfer and such other agreements as right Lessee may have against Lessor may reasonably requestor the Vendor, provided that any such claim, counterclaim or other right shall survive such assignment. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the same do not increase Energy Conservation Equipment, the liabilities Acquisition Fund and obligations the Delivery Costs Fund and all rights in, to and under this Agreement and the Acquisition Fund Agreement related to such Equipment and the Acquisition Fund and Delivery Costs Fund, respectively. (c) If Lessor notifies Lessee of its intent to assign this Agreement, Lessee hereunder. agrees that it shall execute and deliver to Lessor shall be relieved, from a Notice and Acknowledgement of Assignment substantially in the form of Attachment E attached hereto within ten (10) Business Days after the date its receipt of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salerequest.

Assignment by Lessor. As a material inducement Lessor shall have the unqualified right to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documentsassign, pledge, transfer, mortgage or otherwise convey any of its interests hereunder or in any Schedule or any Equipment, in whole or in part, without notice to, or consent of, Lessee. If any Schedule is assigned, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Lawsshall: (a) unless otherwise specified by the saleLessor and the assignee (Assignee) specified by Lessor, assignmentpay all amounts due under the applicable Schedule to such Assignee, grantnotwithstanding any defense, conveyanceset off or counterclaim whatsoever that Lessee may have against Lessor or Assignee; (b) not permit the applicable Schedule to be amended or the terms thereof waived without the prior written consent of the Assignee; (c) not require the Assignee to perform any obligations of Lessor, transferother than those that are expressly assumed in writing by such Assignee; and (d) execute such acknowledgments thereto as may be requested by Lessor. It is further agreed that: (x) each Assignee shall be entitled to all of Lessor's rights, financingpowers and privileges under the applicable Schedule, re-financing, purchase or re-acquisition of all, less than all or to the extent assigned; (y) any Assignee may reassign its rights and interests under the applicable Schedule with the same force and effect as the assignment described herein; and (z) any payments received by the Assignee from Lessee with respect to the assigned portion of the PropertiesSchedule shall, this Lease or any other Transaction Documentto the extent thereof, Lessor’s right, title and interest in this Lease or any other Transaction Document, discharge the servicing rights obligations of Lessee to Lessor with respect to any the assigned portion of the foregoingSchedule. LESSEE ACKNOWLEDGES THAT ANY ASSIGNMENT OF TRANSFER BY LESSOR OR ANY ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS UNDER THE ASSIGNED SCHEDULE. 24. ASSIGNMENT OR SUBLEASE BY LESSEE. WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT ASSIGN THIS AGREEMENT OR ANY SCHEDULE OR ASSIGN ITS RIGHTS IN OR SUBLET THE EQUIPMENT OR ANY INTEREST THEREIN; provided, however, that Lessee may sublease or participations in any of the foregoing; assign a Schedule to an affiliate or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations wholly-owned subsidiary of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.if:

Assignment by Lessor. As (a) Neither Master Lessor, or any Lessor shall assign any Lease, or any interests arising from any Lease, or delegate any of its performance obligations under any Lease, without the express written consent of Xxxxxx and the Chief Procurement Officer, except as permitted by this Section 11.01. (i) The foregoing restriction does not apply to a material inducement transfer that occurs by operation of law (e.g., bankruptcy; corporate reorganizations and consolidations, but not including partial asset sales). (ii) Master Lessor or any Lessor may assign a Lease and/or monies receivable under a Lease to Lessor’s willingness a Permitted Assignee, provided that Lessee shall have no obligation to make payment to an assignee until ten (10) days after Master Lessor or the Lessor has provided Lessee with (A) proof of the assignment, (B) the identity (by contract number) of the specific Lease to which the assignment applies, and (C) the name of the assignee. (iii) Master Lessor or any Lessor may assign its right to enter into a Lease Schedule to a Permitted Assignee prior to execution of such Lease Schedule, provided that Lessee shall have no obligation to make payment to an assignee until ten (10) days after Master Lessor or the transactions contemplated by this Lease Lessor has provided Lessee with (A) proof of assignment, (B) a description of the “Transaction”Equipment to be financed and estimated date of closing, and (C) the name and address of the other Transaction Documentsassignee, Lessee hereby agrees that Lessor maynot less than thirty (30) days before the first Rental Payment. (b) The Chief Procurement Officer will, from time to time upon written request of Master Lessor or any Lessor, designate any proposed assignee as a Permitted Assignee. Such designation shall continue until (i) withdrawn by the Chief Procurement upon 90 days written notice to Master Xxxxxx (who shall be responsible for forwarding such notice to any affected party), (ii) such assignee shall breach any term of condition of any Lease, or (iii) such assignee shall fail or cease to meet the definition of a Permitted Assignee hereunder. (c) Notwithstanding any assignment permitted hereby, Master Lessor shall continue to perform all Master Lessor Obligations regardless of the rights of any other Lessor. Any other Lessor to whom a Lease is assigned shall have the rights, but none of the obligations of Master Lessor. Any such other Lessor shall take its rights as to an assigned Lease free and at clear of any time and without the consent of claim Lessee or Master Lessee may have against Master Lessor. (d) If Master Lessor or any other Lessor amends, modifies, or otherwise changes its name, its identity (including its trade name), or its corporate, partnership or other structure, or its FEIN, such party shall provide Lessee, engage in all or any combination with a copy to Master Lessee, with prompt written notice of the followingsuch change. Any name change, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the saletransfer, assignment, grantor novation is subject to the conditions and approval required by the S.C. Code of Regulations Section 19-445.2180, conveyance, transfer, financing, re-financing, purchase or re-acquisition which does not restrict transfers by operation of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salelaw.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-re financing, purchase or re-re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by Lessor declares that it may assign its rights under this Lease (to a lending institution as collateral security for a loan to Lessor and in the “Transaction”) event that such an assignment is given and executed by the other Transaction DocumentsLessor and notification thereof is given to Lessee by or on behalf of Lessor, it is expressly agreed between Lessor and Lessee hereby that this Lease shall not be cancelled or modified for any reason whatsoever without the consent in writing of such lending institution. This Lease and all rights of the Lessee here under shall be subject and subordinate at all times to any and all underlying Leases, mortgages, hypothec or trust deeds affecting the building and/or the land which have been executed or which may at any time here after be executed and any and all extensions and renewals thereof and substitutions therefor. Lessee agrees that to execute any instrument which Lessor maymay deem necessary or desirable to evidence the subordination of this Lease to any or all such leases, from time mortgages, hypothec or trust deeds. Lessee covenants and agrees that, if by reason of a default upon the part of Lessor as Lessee under any underlying Lease in the performance of any of the terms of provisions of such underlying Lease or by reason of a default under any mortgage, hypothec or trust deed to time which this Lease subject or subordinate, Lessor's estate is terminated, it will attorn to the Lessor under such underlying Lease or the purchaser of the building pursuant to any action taken under any such mortgage, hypothec or trust deed, and will recognize such Lessor or such purchaser, as Lessor under this Lease. Lessee waives the provisions of any statute or rule of law now or here after in effect which may give or purport to give Lessee any right of election to terminate this lease or to surrender possession of the premises in the event any such proceeding to terminate the underlying Lease is brought by the Lessor under any such underlying Lease or any such action is taken under such mortgage, hypothec or trust deed and agrees this Lease shall not be affected in any way whatsoever by any such proceedings. Lessee agrees to execute and deliver, at any time and without from time to time, upon the consent request of Lessee, engage in all Lessor or any combination of the following, Lessor under any such underlying lease or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event holder of any such sale mortgage, hypothec or assignment other than a security assignmenttrust deed, any instrument which may be necessary or appropriate to evidence such attornment. Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations will upon request of Lessor hereunder from furnish to the Lessor under any underlying Lease and/or to each creditor under a mortgage, hypothec or trust deed or to any prospective purchaser of the building a written statement that this lease is in full force and after the date of effect and that Lessor has complied with all its obligations under this Lease and any other reasonable written statement or estoppel certificates requested by any such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salecreditor and/or purchaser.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition financing of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease LESSOR MAY, (the “Transaction”WITH OR WITHOUT NOTICE TO LESSEE) and the other Transaction DocumentsSELL, TRANSFER, ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee hereby agrees that Lessor mayshall, from time to time and at upon receipt of written notice, acknowledge any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the such sale, assignment, grant, conveyance, transfer, financingassignment or grant of a security interest and shall pay its obligations hereunder or amounts equal thereto to the respective transferee, re-financingassignee or secured party in the manner specified in any instructions received from Lessor. Notwithstanding any such sale, purchase transfer, assignment or re-acquisition grant of alla security interest by Lessor and so long as no Event of Default shall have occurred hereunder, less than all neither Lessor nor any transferee, assignee or any portion secured party shall interfere with Lessee's right of use or quiet enjoyment of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REITEquipment. In the event of any such sale sale, transfer, assignment or assignment other than grant of a security assignmentinterest in all or any part of this Lease and any Schedule hereto, or in the Equipment or in sums payable hereunder, as aforesaid, Lessee shall attorn agrees to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or other transfer grant of a security interest and such other agreements as Lessor may reasonably request, provided to perfect the transferee's assignee's or secured party's interest therein (with any filing fees at Lessor's expense) and Lessee further agrees that the same do rights of any transferee, assignee or secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all or Lessor's rights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease and shall not materially increase the liabilities burdens and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salerisks imposed upon Lessee.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyanceThe Lessor may assign, transfer, financingmortgage, re-financing, purchase hypothecate or re-acquisition of all, less than all or any portion of encumber the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in and to this Lease Agreement or any other Transaction Documentportion thereof (including the right to receive Rental Payments but excluding its duties and obligations hereunder), and the servicing rights Lessor may execute any and all instruments providing for the payment of Rental Payments directly to an assignee or transferee, but only if the conditions set forth in subsections (b), (d) and (g) below are met. Any document or agreement purporting to collaterally assign, transfer, mortgage, hypothecate or encumber the Lessor’s right, title and interest in and to this Lease Agreement or any portion thereof, is hereinafter referred to as a “Security Agreement.” Any Security Agreement which is executed without full compliance with respect to any the requirements of the foregoing, or participations in any of the foregoing; or this Section 13 shall be void. (b) a Securitization and related transactions. Without in any way limiting Each assignee or transferee under the foregoing, the parties acknowledge Security Agreement shall certify and agree in writing that Lessorsuch assignee or transferee has read and is familiar with the requirements of Sections 5950-5955 of the California Government Code, which prohibit the offer or sale of any security constituting a fractional interest in its sole discretion, may assign this Lease Agreement of any portion thereof, without the prior written consent of the Lessee. (c) Violation by the Lessor of the provisions of Section 5951 of the California Government Code will constitute a material breach of this Lease Agreement, upon which the Lessee may impose damages in an amount equal to the greater of (i) $500,000 or any interest herein to another Person (including without limitationii) 10% of the aggregate principal portion of all Base Rent payments payable by the Lessee during the entire Lease Term, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status it being expressly agreed that the aforesaid amount shall be imposed as liquidated damages, and not as a REITforfeiture or penalty. In It is further specifically agreed that the event aforesaid amount is presumed to be the amount of damages sustained by reason of any such sale violation, because from the circumstances and nature of the violation it would be impracticable and extremely difficult to fix actual damages. In addition, the Lessee may exercise or assignment pursue any other than right or remedy it may have under this Lease Agreement or applicable law. (d) The Lessor shall give the Lessee notice and a security assignmentcopy of each Security Agreement and any other instrument relating thereto (including, but not limited to, instruments providing for the payment of Rental Payments directly to an assignee or transferee) at least two weeks prior to the effective date thereof. (e) The Lessor shall not furnish any information concerning the Lessee or the subject matter of this Lease Agreement (including, but not limited to, offering memoranda, financial statements, economic and demographic information, and legal opinions rendered by the Office of the County Counsel) to any person or entity, except with the Lessee’s prior written consent which consent shall attorn to such purchaser or assignee (so long as not be unreasonably withheld. The Lessor shall indemnify, defend and such purchaser or assignee notify hold the Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder its officers, agents and employees harmless from and after against all claims and liability alleged to arise from the date inaccuracy or incompleteness of any information furnished by the Lessor in violation of this Section 13. (f) The provisions of this Section 13 shall be binding upon and applicable to the parties hereto and their respective successors and assigns. Whenever in this Section 13 the Lessor is referred to, such assignment). At reference shall be deemed to include the request Lessor’s successors or assigns, and all covenants and agreements by or on behalf of the Lessor herein shall bind and apply to the Lessor, Lessee will execute such documents confirming the sale, assignment ’s successors and assigns whether so expressed or other transfer and such other agreements as not. (g) The Lessor may reasonably requestnot assign, provided that transfer, mortgage, hypothecate or encumber the same do not increase Lessor’s right, title and interest in and to this Lease Agreement or any portion thereof (including the liabilities right to receive Rental Payments but excluding its duties and obligations hereunder) without the written consent of Lessee hereunder. Lessor shall be relieved, from and after the date insurer of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleBonds.

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

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and Property to another party ("Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”'s Assignee") either outright or as security for loans. Upon notice of any such assignment and the other Transaction Documentsinstructions from Lessor, Lessee hereby agrees that Lessor may, from time shall pay its Monthly Rental and other payments and 5 perform its other obligations under the Lease to time and at any time and without the consent of Lessee, engage in all Lessor's Assignee (or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain party designated by Lessor’s or any of its Affiliates’ status as a REIT's Assignee). In the event of Upon any such sale or assignment other than a security assignment, Lessee LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor's Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor's obligations under the date of Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to execute such and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents confirming requested by Lessor which acknowledge the saleassignment and affirm provisions of the Lease, assignment and (ii) UCC-1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked "Original"; any other executed counterparts shall be marked "Duplicate Original" or "Counterpart". No security interest in any Schedule may be created through the transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance possession of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salecounterpart other than the "Original".

Assignment by Lessor. As a material inducement Security for Lessor's Obligations to Lessor’s willingness to enter into Indenture Trustee. (a) Except as set forth in Section 14.l(b) or (c) or in the transactions contemplated by last two sentences of Section 19.8, the Lessor may not assign, transfer or encumber this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in or all or any combination part of the following, or enter into agreements its interests and rights hereunder except in connection with any the exercise of remedies by the Lessor following or in accordance with requirements a declaration by the Lessor pursuant to Section 16.1 that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any is in default. (i) In order to secure the indebtedness evidenced by the Secured Notes and certain other Transaction Documentobligations as provided in the Indenture, Lessor’s the Indenture provides, among other things, for the assignment by the Lessor to the Indenture Trustee of its right, title and interest in in, to and under this Lease or any other Transaction Document, to the servicing rights with respect extent set forth in the Indenture. The Lessee hereby consents to such assignment pursuant to the terms and provisions of the Indenture and to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and which may occur pursuant to the exercise of any remedy set forth in the Indenture. The Lessee (i) acknowledges that such assignment provides for the exercise by the Indenture Trustee of certain rights of the Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other agreements discretionary action hereunder, but only in accordance with the Indenture, (ii) acknowledges receipt of an executed counterpart of the Indenture as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after in effect on the date hereof and (iii) agrees that, to the extent provided in the Indenture, the Indenture Trustee shall have all the rights of such transfer the Lessor hereunder and, in exercising any right or conveyance, of liability for the performance of performing any obligation of the Lessor contained hereunder, shall be subject to the terms hereof. The Lessee will furnish to the Indenture Trustee counterparts of all notices, certificates, opinions or other documents of any kind required to be delivered hereunder by the Lessee to the Lessor. Notwithstanding any other provision herein, except for obligations so long as any Secured Notes remain Outstanding, the Lessor hereby directs, and the Lessee agrees that, all payments of Basic Rent and all other Rent payable hereunder to the Lessor, other than Excepted Payments, shall be paid directly to the Corporate Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or liabilities accrued to such other account as may be specified in writing by the Corporate Indenture Trustee to the Lessee at least 5 Business Days prior to such assignment the due date thereof. The right of the Indenture Trustee to receive payments of Basic Rent shall not be subject to any defense, counterclaim, setoff or saleother right or claim of any kind which the Lessee may be able to assert against the Lessor or the Owner Participant in an action brought by either thereof on this Lease or otherwise.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”a) Lessee acknowledges and the other Transaction Documents, Lessee hereby agrees that Lessor mayshall have the absolute right to transfer or assign to any person, from time firm, corporation or other entity any or all of Lessor's rights, obligations, benefits and interests under this Lease, including, without limitation, the right to time receive Rent or any other payment due under this Lease, the right to transfer or assign title to any Item or to transfer or assign the right to purchase any Item and at the right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the occurrence of an Event of Default, or to do any time and without all other things which Lessor is or may become entitled to do under this Lease. Lessee acknowledges that, if Lessor should sell or transfer to a third party all of Lessor's interest under this Lease and in the consent Aircraft, Lessor shall thereupon be relieved of Lesseeall of its obligations hereunder and Lessor's transferee shall succeed to all of Lessor's rights, engage interests and obligations under this 19-4 Lease as though Lessor's transferee had been the initial lessor hereunder. (b) Without limiting the generality of paragraph (a), Lessee acknowledges and agrees that the terms and conditions of this Lease have been agreed to by Lessor in anticipation of its being able to assign its rights under and interests in this Lease and its rights in the Aircraft and/or its being able to grant a security interest in all or any combination of its rights and interest under this Lease and in the Aircraft or any Item to one or more lenders, to an agent or trustee representing such lenders, or to any other party having an interest in any Item or participation in the transaction which is the subject of this Lease, any or all of which may rely on and shall he entitled to the benefit of the followingprovisions of this Section 19.07(b). Lessee shall, or enter into agreements in connection with any upon the reasonable written instruction of the following or in accordance with requirements that may be imposed by applicable securities, tax or other LawsLessor: (a) the sale, recognize any such assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization accept the directions or demands of such assignee (if such directions or demands would be permissible from Lessor under the terms of this Lease) in place of those of Lessor, (c) surrender any leased property only to such assignee, (d) pay all Rent payable hereunder and related transactions. Without do any and all things required of Lessee hereunder, and not terminate this Lease, notwithstanding any default by Lessor or the existence of any other liability or obligation of any kind or character on the part of Lessor to Lessee whether or not arising hereunder, (e) not require any assignee of this Lease to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease unless such assignee assumes all Lessor's interest in the Aircraft and this Lease, all rights of Lessee in any way limiting the foregoingsuch connection aforesaid being hereby waived as to any and all such assignees (but not waived as to Lessor), the parties acknowledge and agree that Lessor, in its sole discretion, (f) execute any documents which Lessor may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) reasonably request in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In effectuate the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleforegoing.

Assignment by Lessor. As a material inducement Lessee and Lessor hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered to Lessor’s willingness the Agent the Loan Agreement, which is intended to enter into the transactions contemplated by this Lease (the “Transaction”) assign as collateral security and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage gxxxx x Xxxx in all or any combination favor of the followingAgent in, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or to and under (among other Laws: (athings) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesEquipment, this Lease and the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Loan Agreement. Lessor agrees that it shall not otherwise assign or any other Transaction Document, Lessor’s convey its right, title and interest in and to the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) or any other part of the Collateral, except (a) as expressly permitted by and subject to the provisions of the Participation Agreement, the Trust Agreement and the Loan Agreement or (b) following the discharge of the Lien of the Loan Agreement in accordance with its terms. Lessee hereby consents to such assignment and to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Loan Agreement provides for the exercise by the Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excepted Property, the Equipment and as otherwise provided in the Loan Agreement), (y) acknowledges receipt of an executed counterpart of the Loan Agreement as in effect on the date hereof and consents to all of the provisions thereof and (z) agrees that, to the extent provided in the Loan Agreement, the Agent shall have all the rights of Lessor hereunder (excluding such rights relating to any Excepted Property, the Equipment and as otherwise provided in the Loan Agreement) as if the Agent had originally been named as Lessor herein, to the extent provided in the Loan Agreement. Notwithstanding any provision of this Lease or any other Transaction DocumentOperative Agreement but without prejudice to Lessor's and the Holders' rights expressly provided for in the Loan Agreement, so long as Lessor's interest in the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) is subject to the Lien of the Loan Agreement, Lessee shall make all payments of Rent (excluding Segregated Excepted Property but including all other Excepted Property) to the Agent to such account as the Agent may specify to Lessee from time to time for distribution in accordance with the terms of the Operative Agreements, and the obligation of Lessee to make all such payments shall not be subject to any defense, counterclaim, setoff or other right or claim of any kind which Lessee may be able to assert against Lessor, any Holder, the servicing rights with respect to any of Lenders, the foregoing, Bank Lenders or participations the Agent in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign action regarding this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleotherwise.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”a) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time its own expense and without the prior consent of Lessee, engage in assign or transfer all of its rights and obligations under this Agreement to an Affiliate of Lessor upon providing prior written notice of such assignment to Lessee. Any other assignment by Lessor shall be subject to the prior consent of Lessee, which such consent shall not be unreasonably withheld or delayed. Any assignment by Lessor pursuant to this Section 12.2 shall include an express assignment of Lessor’s liability associated with the Basic Rent Credit to the assignee. Upon (1) any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: such assignment becoming effective and (a2) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition assignee assuming all of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s rightobligations under this Agreement, title and interest in Lessor shall be released of any further obligations hereunder. Any assignment pursuant to this Lease or any other Transaction Document, section 12.2(a) shall not affect the servicing rights with respect to any obligations of the foregoing, or participations in any of the foregoing; or Lessor Guarantor. (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event After notice from Lessor of any such sale or transfer of the Aircraft or any assignment or transfer of all or any of Lessor’s rights and obligations under this Agreement, upon request from Lessor and at Lessor’s expense, Lessee shall, as soon as practicable, execute any agreements or other than a security instruments that may be necessary or reasonably requested by Lessor in order to allow, give effect to, or perfect any assignment or transfer of Lessor’s rights and obligations under this Agreement (including, without limitation, certificates confirming (to the extent that such matters are accurate) (1) the continuing truth and accuracy of Lessee’s representations as set forth herein, (2) the continuing viability of Lessee’s warranties, indemnities, covenants and other obligations set forth herein, (3) that no Event of Default has occurred and is continuing, (4) that no Total Loss has occurred, (5) that the Lease is in full force and effect, (6) that the insurance as required pursuant to this Agreement remains in full force and effect with the assignee named as sole loss payee and added as an additional insured to the existing additional insureds as of the assignment, and (7) such other matters as reasonably requested by Lessor). (c) In any instance where a transfer or assignment effected by Lessor is to more than one person, such transferees or assignees shall select an agent who shall act on behalf of all such transferees or assignees and with whom Lessee shall attorn to such purchaser or assignee (so long as Lessor may deal exclusively, and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment)thereof. At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.AIRCRAFT LEASE AGREEMENT 32 MSN

Assignment by Lessor. As a material inducement Security for Lessor's Obligations to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: ---------------------------------------------------------- Indenture Trustee. (a) EXCEPT AS SET FORTH IN SECTION 14.1(B) OR IN THE THIRD- ----------------- TO-LAST SENTENCE OF SECTION 19.8, OR UNLESS THE LESSEE AND THE LOAN PARTICIPANT SHALL HAVE GIVEN THEIR PRIOR WRITTEN CONSENT, THE LESSOR MAY NOT ASSIGN, TRANSFER OR ENCUMBER THIS LEASE OR ALL OR ANY PART OF ITS INTERESTS AND RIGHTS HEREUNDER EXCEPT IN CONNECTION WITH THE EXERCISE OF REMEDIES BY THE LESSOR PURSUANT TO SECTION 16.1 FOLLOWING A DECLARATION BY THE LESSOR PURSUANT TO SUCH SECTION THAT THIS LEASE IS IN DEFAULT. (b) In order to secure the saleindebtedness evidenced by the Secured Notes and certain other obligations as provided in the Indenture, assignmentthe Indenture provides, grantamong other things, conveyance, transfer, financing, re-financing, purchase or re-acquisition for the assignment by the Lessor to the Indenture Trustee of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s its right, title and interest in in, to and under this Lease or any other Transaction Documentto the extent set forth in the Indenture, and for the servicing rights with respect creation of liens on and security interests in the Facility in favor of the Indenture Trustee. The Lessee hereby consents to such assignment and to the creation of such liens and security interests pursuant to the terms and provisions of the Indenture and to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer of the Lessor's right, title and interest in, to and under this Lease, which may occur pursuant to the exercise of any remedy set forth in the Indenture. The Lessee (i) acknowledges that such assignment, liens - and security interests provide for the exercise by the Indenture Trustee of all rights of the Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like or to take any other agreements discretionary action hereunder, but only in accordance with the Indenture; (ii) -- acknowledges receipt of an executed counterpart of the Indenture as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after in effect on the date hereof and (iii) agrees that, to the extent provided in the --- Indenture, the Indenture Trustee shall have all the rights of such transfer the Lessor hereunder and, in exercising any right or conveyance, of liability for the performance of performing any obligation of the Lessor contained hereunder, shall be subject to the terms hereof, including, without limitation, Section 9.1 hereof. The Lessee will furnish to the Indenture Trustee counterparts of all notices, certificates, opinions or other documents of any kind required to be delivered hereunder by the Lessee to the Lessor. Notwithstanding any other provision herein, except for obligations so long as any Secured Notes remain Outstanding, the Lessor hereby directs, and the Lessee agrees that all payments of Basic Rent and all other Rent payable hereunder to the Lessor, other than Excepted Payments and amounts payable under Section 2.4, shall be paid directly to the Indenture Trustee at its account specified in Schedule 1 to the Participation Agreement or liabilities accrued to such other account in the United States of America as may be specified in writing by the Indenture Trustee to the Lessee at least five (5) Business Days prior to such assignment or salethe due date thereof.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”a) and the other Transaction DocumentsLessor or Owner may sell, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in assign or transfer all or any combination of their respective rights under this Agreement and in the following, or enter into agreements in connection Aircraft (a "Transfer") subject to compliance with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: conditions: (ai) the saleproposed purchaser, assignmentassignee or transferee (the "Transferee") shall confirm, grantin favor of Lessee and Guarantor, conveyance, transfer, financing, re-financing, purchase or re-acquisition in writing its undertaking to perform the obligations of all, less than all or any portion of the Properties, Lessor under this Lease or any Agreement and other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person Documents (including without limitation, a taxable REIT subsidiary) all obligations in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event respect of any Security Deposit, proceeds of insurance and/or Supplemental Rent), to the extent the same arise on or after the effective date of Transfer and confirm Lessor's covenant of quiet enjoyment which confirmations shall be reasonably satisfactory to Lessee, whereupon Lessor or Owner, as the case may be, will be released from its obligations under this Agreement and the Participation Agreement; (ii) the Transfer will not increase Lessee's and Guarantor's indemnity or other obligations (including with respect to withholding taxes) under this Agreement or the Guaranty, as applicable or diminish Lessee's rights under this Agreement (to be determined in each case at the time of such sale Transfer by applying all applicable laws as are in effect on the effective date of the Transfer or assignment which have been enacted on or prior to such effective date but scheduled to come into effect thereafter); and (iii) unless an Event of Default has occurred and is continuing, Lessor shall be responsible for and pay (on or promptly after the time of 105 such Transfer) Lessee's and Guarantor's legal and other costs incurred in respect of such Transfer; (iv) the Transferee shall not be in bankruptcy or similar proceedings at the time of the transfer; (v) no Transferee shall be an air carrier or Affiliate (other than a security assignment, financial institution or credit company) of an air carrier in competition with Lessee and operating similar aircraft; and (vi) the Transferee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee confirm in writing its agreement to keep the trust structure, or another tax structure not materially adversely affecting the tax position of this Lessee, in place. (b) Notwithstanding any such transfer Transfer, Lessor, Owner and such purchaser or assignee expressly assumes in writing Beneficiary will remain entitled to the obligations benefit of Lessor hereunder from and after each indemnity under this Agreement to the extent that any claim thereunder relates to any period prior to the effective date of such assignment). At Transfer, and shall remain entitled to the request benefit of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that liability insurances effected pursuant to this Agreement for a period of two years following the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the effective date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleTransfer.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee Xxxxxx hereby agrees that as set forth further below, Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions, provided that, if no Event of Default has occurred and is continuing at the time of the proposed transaction, Lessor shall not engage in any of the foregoing transactions with any Person identified on Schedule 14.01 (each, a “Restricted Transferee”). Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of LessorXxxxxx, Lessee Xxxxxx will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. In the event that from time to time Lessor desires to partially assign its interest in the Lease with respect to one or more of the Properties, then (a) within ten (10) Business Days of receipt of Lessor’s request to Lessee thereof, Lessor and Lessee will mutually agree upon the Base Annual Rental allocated to any Properties to be covered by the partial assignment (the “Allocated Base Annual Rental Amount”); (b) Lessor, at its cost and expense, shall prepare a lease agreement (or lease agreements, in Lessor’s discretion) in the form identical to this Lease with respect to any such Properties (each, an “New Lease Agreement”); (c) upon the assignment by Lessor, this Lease shall be amended and restated to exclude any such Properties from the Lease, the Base Annual Rental hereunder shall be reduced by the Allocated Base Annual Rental Amount; and (d) the Base Annual Rental payable under the New Lease Agreement(s) will equal the Allocated Base Annual Rental Amount. In such event, each party (including Xxxxxx’s assignee), shall execute any such New Lease Agreement within five (5) Business Days after Lessor’s delivery thereof. If Lessee fails to deliver such New Lease Agreement within such five (5) Business Day period, then Lessor shall deliver a subsequent written request of such New Lease Agreement (the “New Lease Agreement Second Request”) and Lessee shall be required to deliver such new Lease Agreement within three (3) Business Days after the New Lease Agreement Second Request. Notwithstanding clause (a) above, after the Initial Term and during any Extension Option, Lessor shall determine in its reasonable business discretion, the Allocated Base Annual Rental Amount. In addition, Xxxxxx shall execute and deliver to Lessor, any other instruments and documents reasonably requested by Xxxxxx in connection with the sale or assignment and a commercially reasonable subordination, non-disturbance and attornment agreement that may be requested by Xxxxxx’s assignee’s lenders. In addition, Xxxxxx agrees to cooperate reasonably with Lessor in connection with any such sale or assignment. From and after the effective date of any such New Lease Agreement, Lessor will be released from any liability thereafter arising with respect to the Properties covered thereby. Without limiting the liability of assignee lessor under this Lease following an assignment by Lessor pursuant to this Section, in no event shall Lessor have any liability under any New Lease Agreement. Without limiting the foregoing, Lessee acknowledges that any New Lease Agreement can be a “master lease” agreement covering multiple Properties.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in and to this Lease Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, the pledge of and its security interest in the Collateral (collectively, the “Assigned Rights”) may be assigned and reassigned by Lessor at any time in whole or in part to one or more assignees or sub-assignees, without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, or an “accredited investor” as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended, and in either case is purchasing the Assigned Rights (or any other Transaction Documentinterest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the servicing rights Assigned Rights (or any interest therein) as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Assigned Rights or the creation of any interest in the Assigned Rights in an aggregate principal component that is less than $100,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to matters arising hereunder or under the Escrow Agreement with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the foregoingassignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or participations in any an Event of the foregoing; or (b) a Securitization Non- appropriation under this Agreement. Lessor and related transactions. Without in any way limiting the foregoing, the parties Lessee hereby acknowledge and agree that Lessor, the restrictions and limitations on transfer as provided in its sole discretion, may assign this Lease Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Assigned Rights (or any interest herein therein). (b) Unless to another Person (including without limitationan affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective as against Lessee until Lessee shall have received a taxable REIT subsidiarywritten notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank, trust company as trustee or paying agent for owners of certificates of participation, participation interests, trust certificates or partnership interests with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank, trust company or other entity that acts as the Lease Servicer. Notices of assignment provided pursuant to this Section 11.01(b) in order to maintain Lessor’s or any shall contain a confirmation of its Affiliates’ status as a REITcompliance with the transfer requirements imposed by Section 11.01(a) hereof. In During the event of any such sale or assignment other than a security assignmentLease Term, Lessee shall attorn keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees or Lease Servicer last designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or a Vendor. Assignments in part may include without limitation assignment of all of the pledge of and Lessor’s security interest in and to the Equipment and all rights in, to and under this Agreement related to such purchaser Equipment, and all of the pledge of and Lessor’s security interest in and to the Escrow Account, or assignee all rights in, to and under the Escrow Agreement. (so long as c) If Lessor notifies Lessee of its intent to assign this Agreement, Lessee agrees that it shall execute and such purchaser or assignee notify Lessee deliver to Lessor a Notice and Acknowledgement of Assignment substantially in writing the form of Exhibit H attached hereto within five (5) business days after its receipt of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) The Lessee acknowledges and the other Transaction Documents, Lessee hereby agrees that the Lessor may, shall be entitled at any time and from time to time to assign, transfer, novate or otherwise dispose of all (but not part only) of its interest in the Vessel and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: Relevant Lease Documents: (a) to any person (the sale, "TRANSFEREE") who is not a member of the Lessor's Group with the prior written consent of the Lessee (such consent not to be unreasonably withheld) provided always that without prejudice to the foregoing: (i) the assignment, grant, conveyance, transfer, financingnovation or other disposal shall be on terms that the Lessee shall be under no greater obligation or liability under this Agreement and the other Relevant Lease Documents to which it is a party than it would have been under but for such assignment, re-financingtransfer, purchase novation or re-acquisition of all, less other disposal; (ii) the Transferee (or its ultimate parent company) is a bank or financial institution having a credit rating equal to or better than all or any portion that of the PropertiesBank as at the date of the assignment, this transfer, novation or other disposal; (iii) the rights of the Lessee under the Relevant Lease Documents shall not be adversely affected and shall be on equivalent terms to the Relevant Lease Documents in force prior to the assignment, transfer, novation or any other Transaction Documentdisposal (and, Lessor’s right, title and interest in this Lease or any other Transaction Document, without prejudice to the servicing rights with respect to any generality of the foregoing, if the Transferee itself is not a bank or participations in any financial institution satisfying the requirements of paragraph (ii) above, the Lessee shall receive a parent company guarantee from the ultimate holding company of the foregoingTransferee on terms no less favourable than that granted by the Bank); and (iv) it shall, without limitation, be reasonable for the Lessee to withhold its consent if it certifies that the proposed Transferee (or its ultimate parent company or a subsidiary of its ultimate parent company) is a company with which the Lessee or any other company or the Guarantor's Group has valid business reasons for not entering into a relationship; and (b) to any person who is a Securitization and related transactions. Without member of the Lessor's Group without the need for the Lessee's consent provided that the Lessee shall not be required to suffer or incur any greater cost in any way limiting the foregoingperformance of its obligations under this Agreement or the other Relevant Lease Documents to which it is a party, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitationloss of benefit, a taxable REIT subsidiary) than would have been the case but for such assignment, transfer, novation or other disposal, and in each case, and the Lessee hereby agrees and undertakes that it will upon the request of the Lessor execute such further documents and give such notices as the Lessor may reasonably require in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any effect such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessortransfer, Lessee will execute such documents confirming the sale, assignment novation or other transfer and such other agreements as Lessor may reasonably requestdisposal, provided that any costs incurred by the same do not increase Lessee (including any legal fees and Irrecoverable VAT thereon) in connection therewith or with any consequential amendments to the liabilities and obligations of Lessee hereunder. Lessor Lease Documents shall be relieved, from and after reimbursed by the date Lessor upon presentation of such transfer or conveyance, a copy of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salerelevant invoice.

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

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, unqualifiedly assign this Lease or any Equipment, in whole or in part, including granting or assigning any encumbrance or other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction DocumentEquipment, the servicing rights with respect without notice to or consent of Lessee, to any person (‘Assignee’). No assignment will relieve Lessor of the foregoingits Lease obligations. Lessee and Xxxxxx acknowledge that any such assignment will not materially change Xxxxxx’s or Lessor’s obligations under this Lease. If Lessor notifies Lessee of an assignment, Lessee will: (a) unless otherwise directed, absolutely and unconditionally pay all amounts due under this Lease to Assignee without abatement, reduction, offset, recoupment, compensation, crossclaim, counterclaim, or participations in any of the foregoingother defense whatsoever; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign not permit this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s be amended or any of its Affiliates’ status as a REIT. In terms waived without the event written consent of Assignee; (c) not require Assignee to perform any such sale or assignment obligations of Lessor other than a security the warranty of quiet enjoyment provided for in Section 23 and any other obligations expressly assumed by the Assignee in writing; and (d) execute such acknowledgments of assignment as may be reasonably requested by Xxxxxx. Assignee will be entitled to all of Xxxxxx’s rights, powers, and privileges under this Lease to the extent of the assignment, Lessee shall attorn including the right to such purchaser make further assignments. Assignee will not be liable for Lessor’s negligence or assignee (so long as willful misconduct or breach of Lease, nor will any action or inaction by Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing affect the obligations of Lessee to Assignee under this Lease. Lessor hereunder from may provide copies of this Lease or related documents or information concerning Lessee and after the date of such assignment). At the request of Lessorits obligations thereunder to any Assignee, Lessee will execute such documents confirming the saleprospective Assignee, assignment affiliate, or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleperson.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in and to this Lease Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, the pledge of and its security interest in the Collateral (collectively, the “Assigned Rights”) may be assigned and reassigned by Lessor at any time in whole or in part to one or more assignees or sub-assignees, without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, or an “accredited investor” as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended, and in either case is purchasing the Assigned Rights (or any other Transaction Documentinterest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the servicing rights Assigned Rights (or any interest therein) as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Assigned Rights or the creation of any interest in the Assigned Rights in an aggregate principal component that is less than $100,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to matters arising hereunder or under the Escrow Agreement with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the foregoingassignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or participations in any an Event of the foregoing; or (b) a Securitization Non- appropriation under this Agreement. Lessor and related transactions. Without in any way limiting the foregoing, the parties Xxxxxx hereby acknowledge and agree that Lessor, the restrictions and limitations on transfer as provided in its sole discretion, may assign this Lease Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Assigned Rights (or any interest herein therein). (b) Unless to another Person (including without limitationan affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective as against Lessee until Lessee shall have received a taxable REIT subsidiarywritten notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank, trust company as trustee or paying agent for owners of certificates of participation, participation interests, trust certificates or partnership interests with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Xxxxxx receives notice of the name and address of the bank, trust company or other entity that acts as the Lease Servicer. Notices of assignment provided pursuant to this Section 11.01(b) in order to maintain Lessor’s or any shall contain a confirmation of its Affiliates’ status as a REITcompliance with the transfer requirements imposed by Section 11.01(a) hereof. In During the event of any such sale or assignment other than a security assignmentLease Term, Lessee shall attorn keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees or Lease Servicer last designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or a Vendor. Assignments in part may include without limitation assignment of all of the pledge of and Xxxxxx’s security interest in and to the Equipment and all rights in, to and under this Agreement related to such purchaser Equipment, and all of the pledge of and Lessor’s security interest in and to the Escrow Account, or assignee all rights in, to and under the Escrow Agreement. (so long as c) If Lessor notifies Lessee of its intent to assign this Agreement, Xxxxxx agrees that it shall execute and such purchaser or assignee notify Lessee deliver to Lessor a Notice and Acknowledgement of Assignment substantially in writing the form of Exhibit H attached hereto within five (5) business days after its receipt of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or and to Rental Payments and any other Transaction Documentamounts payable by Lessee under any and all of the Leases, its interest in the servicing rights Equipment subject to each such Lease, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, however, that any such assignment, transfer or conveyance to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to any applicable State law. Nothing in this Section 11.01 shall be construed, however, to prevent Lessor from executing any such assignment, transfer or conveyance that does not involve funding through the use of certificates of participation within the meaning of applicable State law, including any such assignment, transfer or conveyance as part of a multiple asset pool to a partnership or trust, interests in which are offered and sold in a private placement or limited offering only to investors whom Lessor reasonably believes are qualified institutional buyers or accredited investors within the meaning of the applicable federal securities law; provided further, however, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to any matters arising under a Lease with or to more than one individual or entity. No assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, trust certificates or partnership interests with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the foregoing, or participations in any name and address of the foregoing; bank or (b) a Securitization and related transactionstrust company as trustee or paying agent. Without in any way limiting During the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any term of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignmenteach Lease, Lessee shall attorn keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such purchaser Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment of less than all of Lessor’s interests in the Equipment listed in a single Lease. Lessor acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or assignee (so long modify in any respect Lessee’s obligations to perform in accordance with the terms of this Agreement and the related Lease in accordance with their terms as originally executed. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents or participate in any manner in connection with such assignment, and Lessor and any such purchaser or assignee notify Lessee shall be solely responsible for compliance with all securities and other laws in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of connection with such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall acknowledges that this Agreement and each Lease has not and will not be relieved, from registered under the Securities Act of 1933 or any state securities laws and after the date of such transfer that Lessee has not and will not prepare any offering or conveyance, of liability disclosure materials or documents for the performance of use in connection with any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or saleunder this Section.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”a) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time its own expense and without the prior consent of Lessee, engage in assign or transfer all of its rights and obligations under this Agreement to an Affiliate of Lessor upon providing prior written notice of such assignment to Lessee. Any other assignment by Lessor shall be subject to the prior consent of Lessee, which such consent shall not be unreasonably withheld or delayed. Any assignment by Lessor pursuant to this Section 12.2 shall include an express assignment of Lessor’s liability associated with the Basic Rent to the assignee. Upon (1) any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: such assignment becoming effective and (a2) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition assignee assuming all of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s rightobligations under this Agreement, title and interest in this Lease or Lessor shall be released of any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or further obligations hereunder. (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event After notice from Lessor of any such sale or transfer of the Aircraft or any assignment or transfer of all or any of Lessor’s rights and obligations under this Agreement, upon request from Lessor and at Lessor’s expense, Lessee shall, as soon as practicable, execute any agreements or other than a security instruments that may be necessary or reasonably requested by Lessor in order to allow, give effect to, or perfect any assignment or transfer of Lessor’s rights and obligations under this Agreement (including, without limitation, certificates confirming (to the extent that such matters are accurate) (1) the continuing truth and accuracy of Lessee’s representations as set forth herein, (2) the continuing viability of Lessee’s warranties, indemnities, covenants and other obligations set forth herein, (3) that no Event of Default has occurred and is continuing, (4) that no Total Loss has occurred, (5) that the Lease is in full force AIRCRAFT LEASE AGREEMENT 31 MSN and effect, (6) that the insurance as required pursuant to this Agreement remains in full force and effect with the assignee named as sole loss payee and added as an additional insured to the existing additional insureds as of the assignment, and (7) such other matters as reasonably requested by Lessor). (c) In any instance where a transfer or assignment effected by Lessor is to more than one person, such transferees or assignees shall select an agent who shall act on behalf of all such transferees or assignees and with whom Lessee shall attorn to such purchaser or assignee (so long as Lessor may deal exclusively, and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salethereof.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition of all, less than all or any portion re‑acquisition of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REITREIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder or adversely impact the rights of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or salesale (including, without limitation, Lessor’s obligation to deliver any Reserve currently held by Lessor to such purchaser or assignee).

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

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, its security interest in the Equipment, the Escrow Account and the Delivery Costs Account, and all proceeds therefrom (collectively, the “Assigned Rights”) may be assigned and reassigned by Lessor at any time, in whole or in part, to one or more assignees or sub- assignees by Lessor without the necessity of obtaining the consent of Lessee, but no such assignment, transfer or conveyance shall be effective as against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the name and address of the assignee and Lease Servicer, if any (as hereafter provided); provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Assigned Rights (or any other Transaction Documentinterest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the servicing rights Assigned Rights or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Assigned Rights or the creation of any interest in the Assigned Rights in an aggregate principal component that is less than $1,000,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to matters arising hereunder or under the Escrow Agreement with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the foregoingassignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or participations in any an Event of Non-appropriation under this Agreement. If an entity other than Banc of America Public Capital Corp or one of its affiliates is to be designated as Lease Servicer, such designation of such other entity may be made only with the foregoing; prior consent of Lessee, which consent shall not be unreasonably withheld or (b) a Securitization delayed. Lessor and related transactions. Without in any way limiting the foregoing, the parties Lessee hereby acknowledge and agree that Lessor, the restrictions and limitations on transfer as provided in its sole discretion, may assign this Lease Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Assigned Rights (or any interest herein to another Person (including without limitationtherein). Lessor acknowledges that the Agreement has not been, a taxable REIT subsidiary) in order to maintain Lessor’s and will not be, registered under the Securities Act of 1933, as amended, or any state securities laws and that Lessee has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of its Affiliates’ status as a REIT. In the event of this Section) or participate in any manner in connection with such assignment, and Lessor and any such sale assignee shall be solely responsible for compliance with any securities or other laws, if applicable, in connection with such assignment. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective as against Lessee until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, trust certificates or partnership interests with respect to the Rental Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank, trust company or other than entity that acts as the Lease Servicer. Notices of assignment provided pursuant to this Section 11.01(b) shall contain a security assignmentconfirmation of compliance with the transfer requirements imposed by Section 11.01(a) hereof. During the Lease Term, Lessee shall attorn keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees or Lease Servicer last designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or a Vendor. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the Equipment and all rights in, to and under this Agreement related to such purchaser Equipment, and all of Lessor’s security interest in and to the Escrow Account and the Delivery Costs Account, or assignee all rights in, to and under the Escrow Agreement. (so long as c) If Lessor notifies Lessee of its intent to assign this Agreement, Lessee agrees that it shall execute and such purchaser or assignee notify Lessee deliver to Lessor a Notice and Acknowledgement of Assignment substantially in writing the form of Exhibit H attached hereto within thirty (30) days after its receipt of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right's rights, title and interest in this Lease the Equipment may be assigned, reassigned, transferred or conveyed to any other party by Lessor, in whole or in part to one or more assignees and sub assignees by Lessor and, to the extent of their interest, by any Registered Owner without the necessity of obtaining the consent of Lessee; provided that (i) any assignment, other than an assignment to or by a Registered Owner, shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee, and (ii) Lessee shall retain all such notices as a register of all assignees (other than Registered Owners) and shall make all payments to the assignee or assignees designated. In the event that Lessor's interest in the Equipment is assigned, Lessee agrees to execute all documents within (30) days of written request by Lessor. Documents may include notices of assignment, chattel mortgages, financing statements, etc. that may be reasonably requested by Lessor, or any other Transaction Documentassignee, to protect its interests in this Agreement and the Equipment. (a) Subject to Section 2, the servicing rights with respect obligations of Lessee to any of pay the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign Lease Payments due under this Lease and to perform and observe the other covenants and agreements contained herein shall be absolute and unconditional in all events without abatement, diminution, deduction, set off or defense, for any interest herein to another Person (reason, including without limitation, a taxable REIT subsidiaryany defects, malfunctions, breakdowns, or infirmities in the Equipment or any accident, condemnation or unforeseen circumstances. This provision shall not limit Lessee's rights or actions against the Lessor as otherwise provided in this Lease Agreement. Lease Agreement #: Customer Name: Lease Activation Date: XXXX 4/1/2017 (b) in order to maintain Transfer of Lessor’s or any of its Affiliates’ status as a REITInterest. In the event of any such Lessor’s assignment of this Lease or sale of the Equipment, it shall be deemed and construed without further agreement between the parties or assignment other than a security assignment, Lessee shall attorn to such their successors-in-interest that the purchaser or assignee (so long as Lessor of the Leased Property or any portion thereof has assumed and such purchaser or assignee notify Lessee in writing of such transfer agreed to carry out any and such purchaser or assignee expressly assumes in writing the all covenants and obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Assignment by Lessor. As (a) Lessee acknowledges and understands that Lessor may assign to a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease successor, financing lender and/or purchaser (the “TransactionAssignee”) and the other Transaction Documents), Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination part of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this and to the Lease and the Equipment and Lessee hereby consents to such assignment(s). In the event Lessor transfers or assigns, or retransfers or reassigns, to an Assignee all or part of Lessor’s interest in the Lease, the Equipment or any sums payable under the Lease, whether as collateral security for loans or advances made or to be made to Lessor by such Assignee or otherwise, Lessee covenants that, upon receipt of notice of any such transfer or assignment and instructions from Lessor, (i) Lessee shall, if so instructed, pay and perform its obligations under the Lease to Assignee (or to any other party designated by Assignee), and shall not assign the Lease or any other Transaction Documentof its rights under the Lease or permit the Lease to be amended, modified, or terminated without the servicing rights prior written consent of Assignee; and (ii) Lessee’s obligations under the Lease with respect to Assignee shall be absolute and unconditional and, except for any specific provisions in any Schedule providing for the adjustment of rent, not be subject to any abatement, reduction, recoupment, defense, offset or counterclaim for any reason, alleged or proven, including, but not limited to, defect in the Equipment, the condition, design, operation or fitness for use of the Equipment or any loss or destruction or obsolescence of the Equipment or any part thereof, the prohibition of or other restrictions against Lessee’s use of the Equipment, the interference with such use by any person or entity, any failure by Lessor to perform any of its obligations contained in the foregoingLease, any insolvency or bankruptcy of Lessor, or participations for any other cause, and (iii) Lessee shall, upon request of Lessor, submit documents and certificates as may be reasonably required by Assignee to secure and complete such transfer or assignment, including but not limited to the documents set forth in Section 16(c) of this Master Agreement, (iv) Lessee shall deliver to Assignee copies of any of notices which are required under the foregoing; or Lease to be sent to Lessor, and (v) Lessee shall, if requested, restate to Assignee the representations, warranties and covenants contained in the Lease (upon which Lessee acknowledges Assignee may rely). (b) a Securitization and related transactions. Without in By accepting any way limiting assignment or transfer of the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein therein, each Assignee shall be deemed to another Person (including without limitationhave agreed that, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor Lessee is not in default under the Lease, such Assignee shall take no action to interfere with Lessee’s quiet enjoyment and such purchaser or assignee notify Lessee use of the Equipment in writing accordance with the terms of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment)Lease. At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to No such assignment or saleconveyance shall relieve Lessor of its obligations under the Lease and Lessee agrees it shall not look to any Assignee to perform any of Lessor’s obligations under the Lease. No such assignment shall increase Lessee’s obligations nor decrease Lessee’s rights hereunder.