Common use of Assignment by Lessor Clause in Contracts

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including the right to receive payments from Lessee hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this execution, without the necessity of obtaining the consent of Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (ii) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in this Agreement, such bank or trust company agrees to maintain, or cause to be maintained, a book-entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to make all payments to the assignee designated in the notice of assignment. Xxxxxx agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested by Lessor or its assignee to protect its interests in the Equipment and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to time.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including and the right obligations of Lessee to receive make payments from Lessee hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this execution, without the necessity of obtaining the consent of Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (ii) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in this Agreement, such bank or trust company agrees to maintain, or cause to be maintained, a book-entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-set- off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to make all payments to the assignee designated in the notice of assignment. Xxxxxx agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested by Lessor or its assignee to protect its interests in the Equipment and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to time.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, (a) Lessor’s obligations right, title and rights under interest in and to this Agreement, including the right to receive payments from Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Renewable Energy Equipment and Acquisition Fund, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this executionLessor, without the necessity of obtaining the consent of Lessee; provided, 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; provided such certificates are sold only on a private placement basis (and not pursuant to any “public offering”) to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment, (ii) such purchaser understands that neither this Agreement nor certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933; provided further, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under this Agreement with or to more than one individual or entity. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no such assignment assignment, transfer or reassignment conveyance permitted by this Section 11.01 shall be effective unless and until (i) Lessee shall have received a written notice of the assignment or reassignment disclosing that discloses the name and address of the assignee or subassigneeeach such assignee; provided, and (ii) in the event that if such assignment or reassignment is made to a bank or trust company as trustee or paying agent for holders owners of certificates representing of participation, trust certificates or partnership interests in with respect to the Rental Payments payable under this Agreement, such it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company agrees to maintainas trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be maintainedkept, a book-entry system by which a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the names Code. Lessee shall retain all such notices as a register of all assignees and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the notice of assignment. Xxxxxx agrees right to execute all documentsand shall not assert against any assignee any claim, including notices of assignment and chattel mortgages counterclaim or Financing and Continuation Statements which other right Lessee may be reasonably requested by have against Lessor or the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the Renewable Energy Equipment and all rights in, to and under this Agreement related to such Renewable Energy Equipment, and all of Lessor’s security interest in and to the Acquisition Fund, or all rights in, to and under the Acquisition Fund Agreement. (c) If Lessor notifies Lessee of its assignee intent to protect its interests assign this Agreement, Lessee agrees that it shall execute and deliver to Lessor a Notice and Acknowledgement of Assignment substantially in the Equipment and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess form of $10 million, investment companies, and accredited investors as defined in the Securities Act Exhibit G attached hereto within five (5) business days after its receipt of 1933, as amended from time to timesuch request.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, [ (a) Lessor’s obligations right, title and rights under interest in and to this Agreement, including the right to receive payments from Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Equipment and Acquisition Fund, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this executionLessor, without the necessity of obtaining the consent of Lessee; provided, 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; provided such certificates are sold only on a private placement basis (and not pursuant to any “public offering”) to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment, (ii) such purchaser understands that neither this Agreement nor certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933; provided further, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under this Agreement with or to more than one individual or entity. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no such assignment assignment, transfer or reassignment conveyance permitted by this Section 11.01 shall be effective unless and until (i) Lessee shall have received a written notice of the assignment or reassignment disclosing that discloses the name and address of the assignee or subassigneeeach such assignee; provided, and (ii) in the event that if such assignment or reassignment is made to a bank or trust company as trustee or paying agent for holders owners of certificates representing of participation, trust certificates or partnership interests in with respect to the Rental Payments payable under this Agreement, such it shall thereafter be sufficient that Xxxxxx receives notice of the name and address of the bank or trust company agrees to maintainas trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be maintainedkept, a book-entry system by which a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the names Code. Lessee shall retain all such notices as a register of all assignees and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the notice of assignment. Xxxxxx agrees right to execute all documentsand shall not assert against any assignee any claim, including notices of assignment and chattel mortgages counterclaim or Financing and Continuation Statements which other right Lessee may be reasonably requested by have against Lessor or its assignee the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to protect its interests in the Equipment and all rights in, to and under this Agreement related to such Equipment, and all of Lessor’s security interest in and to the Acquisition Fund, or all rights in, to and under the Acquisition Fund Agreement. (c) If Lessor notifies Lessee of its intent to assign this Agreement. This Agreement may be assigned , Xxxxxx agrees that it shall execute and reassigned only deliver to banks, savings Lessor a Notice and loan and other thrift associations and insurance companies, corporations having assets in excess Acknowledgement of $10 million, investment companies, and accredited investors as defined Assignment substantially in the Securities Act form of 1933, as amended from time to timeExhibit H attached hereto within five (5) business days after its receipt of such request.

Assignment by Lessor. Subject (a) Lessee acknowledges Lessor's intent to have the provisions ability to sell and assign its interest, or grant a security interest for the purpose of securing an obligation, in and to each Equipment Schedule and the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including the right to receive payments from Lessee hereunder, may be assigned and reassigned Equipment listed therein in whole or in part to one or more assignees or subassignees by a security assignee ("Secured Party") for the purpose of securing a loan to Lessor. Lessor at any time subsequent to this execution, without the necessity of obtaining the consent of Lessee; provided, however, that no such assignment or reassignment shall be effective unless may also sell and until (i) Lessee shall have received notice assign its rights as owner and lessor of the assignment Equipment under any Equipment Schedule to an assignee ("Assignee") which, at the option of Lessor or reassignment disclosing the name and address of the assignee or subassigneeAssignee, and (ii) in the event that such assignment or reassignment is made to may be represented by a bank or trust company acting as a trustee, in which case such trustee for holders of certificates representing interests in this Agreementshall be the Assignee. After any such assignments, the term Lessor shall mean, as the case may be, such bank Assignee or trust company trustee and any Secured Party. Lessee hereby consents to any such assignment and shall acknowledge such assignment or assignments as shall be designated by written notice, substantially in the form of Exhibit C hereto, given by Lessor to Lessee and further covenants and agrees that: (i) any Secured Party or Assignee shall have and be entitled to maintainexercise any and all discretions, rights and powers of Lessor hereunder or cause under any Equipment Schedule, but such secured party or Assignee shall not be obligated to be maintained, a book-entry system by which a record perform any of the names obligations of Lessor hereunder or under any Equipment Schedule; (ii) Lessee shall pay to such Secured Party as Assignee as shall be designated in such notice, all Rent and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee all other amounts designated in such notice which are payable by Lessee under any Equipment Schedule, notwithstanding any defense, counterclaim, recoupment or setoff of assignmentwhatever nature, whether by reason of breach of such Equipment Schedule or otherwise, which it may or might now or hereafter have against Lessor or Secured Party or any other party; (iii) Lessee will execute and deliver such further documentation as such Secured Party or Assignee may reasonably require to perfect or further the assignments contemplated by this Section 6.3; and (iv) subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach and without impairment of this Agreement only (not including the Purchase Agreement), to make all payments Lessee's leasehold rights in and to the assignee designated in Equipment, Lessee holds the notice Equipment for such Secured Party or Assignee to the extent of assignmentsuch Secured Party's or Assignee's rights therein. (b) Notwithstanding any assignment of Lessor's rights hereunder to an Assignee, Secured Party or any other person or entity, Lessor agrees that it shall remain principally responsible and obligated to perform all of Lessor's obligations and agreements hereunder. Xxxxxx agrees Lessee shall maintain its right to execute all documents, including notices have recourse directly against Lessor on account of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested any breach by Lessor of its obligations hereunder. Each Secured Party and Assignee shall covenant that it will not disturb Lessee's quiet and peaceful possession of such Equipment or its assignee to protect unrestricted use thereof for its interests in intended purpose during the Equipment term hereof so long as no Event of Default has occurred and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to timeis continuing.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, (a) Lessor’s obligations right, title and rights under interest in and to this Agreement, including the right to receive payments from Rental Payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, its security interest in the Equipment and Escrow Account, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this executionLessor, without the necessity of obtaining the consent of Lessee; provided, 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; provided such certificates are sold only on a private placement basis (and not pursuant to any “public offering”) to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment, (ii) such purchaser understands that neither this Agreement nor certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933; provided further, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under this Agreement with or to more than one individual or entity. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no such assignment assignment, transfer or reassignment conveyance permitted by this Section 11.01 shall be effective unless and until (i) Lessee shall have received a written notice of the assignment or reassignment disclosing that discloses the name and address of the assignee or subassigneeeach such assignee; provided, and (ii) in the event that if such assignment or reassignment is made to a bank or trust company as trustee or paying agent for holders owners of certificates representing of participation, trust certificates or partnership interests in with respect to the Rental Payments payable under this Agreement, such it shall thereafter be sufficient that Xxxxxx receives notice of the name and address of the bank or trust company agrees to maintainas trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be maintainedkept, a book-entry system by which a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the names Code. Lessee shall retain all such notices as a register of all assignees and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the notice of assignment. Xxxxxx agrees right to execute all documentsand shall not assert against any assignee any claim, including notices of assignment and chattel mortgages counterclaim or Financing and Continuation Statements which other right Lessee may be reasonably requested by have against Lessor or its assignee the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to protect its interests in the Equipment and all rights in, to and under this Agreement related to such Equipment, and all of Lessor’s security interest in and to the Escrow Account, or all rights in, to and under the Escrow Agreement. (c) If Lessor notifies Lessee of its intent to assign this Agreement. This Agreement may be assigned , Xxxxxx agrees that it shall execute and reassigned only deliver to banks, savings Lessor a Notice and loan and other thrift associations and insurance companies, corporations having assets in excess Acknowledgement of $10 million, investment companies, and accredited investors as defined Assignment substantially in the Securities Act form of 1933, as amended from time to timeExhibit H attached hereto within five (5) business days after its receipt of such request.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, (a) Lessor’s obligations right, title and rights under interest in and to this Agreement, including the right to receive payments from Rental Payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, its security interest in the Equipment and Escrow Account, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this executionLessor, without the necessity of obtaining the consent of Lessee; provided, 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; provided such certificates are sold only on a private placement basis (and not pursuant to any “public offering”) to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment, (ii) such purchaser understands that neither this Agreement nor certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933; provided further, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under this Agreement with or to more than one individual or entity. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no such assignment assignment, transfer or reassignment conveyance permitted by this Section 11.01 shall be effective unless and until (i) Lessee Xxxxxx shall have received a written notice of the assignment or reassignment disclosing that discloses the name and address of the assignee or subassigneeeach such assignee; provided, and (ii) in the event that if such assignment or reassignment is made to a bank or trust company as trustee or paying agent for holders owners of certificates representing of participation, trust certificates or partnership interests in with respect to the Rental Payments payable under this Agreement, such it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company agrees to maintainas trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be maintainedkept, a book-entry system by which a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the names Code. Lessee shall retain all such notices as a register of all assignees and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the notice of assignment. Xxxxxx agrees right to execute all documentsand shall not assert against any assignee any claim, including notices of assignment and chattel mortgages counterclaim or Financing and Continuation Statements which other right Lessee may be reasonably requested by have against Lessor or its assignee the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to protect its interests in the Equipment and all rights in, to and under this Agreement related to such Equipment, and all of Lessor’s security interest in and to the Escrow Account, or all rights in, to and under the Escrow Agreement. (c) If Lessor notifies Lessee of its intent to assign this Agreement. This Agreement may be assigned , Xxxxxx agrees that it shall execute and reassigned only deliver to banks, savings Lessor a Notice and loan and other thrift associations and insurance companies, corporations having assets in excess Acknowledgement of $10 million, investment companies, and accredited investors as defined Assignment substantially in the Securities Act form of 1933, as amended from time to timeExhibit H attached hereto within five (5) business days after its receipt of such request.

Assignment by Lessor. (a) Subject to the provisions of the second paragraph of this Sectionset forth in Section 43, Lessor’s obligations right, title and rights under interest in and to this Agreement, including the right to receive payments from Rental Payments and any other amounts payable by Lessee hereunder, the related escrow agreement, its security interest in the Personal Property and any acquisition fund, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this executionLessor, without the necessity of obtaining the consent of Lessee; provided, 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, including but not limited to Texas Local Government Code Xxx. §334.043. Nothing in this Section 33 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. Notwithstanding the foregoing, any certificates of participation may be sold only on a private placement basis (and not pursuant to any “public offering”) to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment, (ii) such purchaser understands that neither this Agreement nor certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no such assignment assignment, transfer or reassignment conveyance permitted by this Section 33 shall be effective unless and until (i) Lessee shall have received a written notice of the assignment or reassignment disclosing that discloses the name and address of the assignee or subassigneeeach such assignee; provided, and (ii) in the event that if such assignment or reassignment is made to a bank or trust company as trustee or paying agent for holders owners of certificates representing of participation, trust certificates or partnership interests in with respect to the Rental Payments payable under this Agreement, such it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company agrees to maintainas trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be maintainedkept, a book-entry system by which a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the names Code. Lessee shall retain all such notices as a register of all assignees and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to 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 but shall have the right to bring such claim against the Vendor notwithstanding assignment of Lessor’s interest as authorized in this Section. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the Personal Property and all rights in, to and under this Agreement related to such Personal Property, and all of Lessor’s security interest in and to any acquisition fund, or all rights in, to and under the related escrow agreement. (c) If Lessor notifies Lessee of its intent to assign this Agreement, Lessee agrees that it shall execute and deliver to Lessor a notice of assignment. Xxxxxx agrees to execute all documents, including notices and acknowledgement of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested in substantially the form provided by Lessor or Lessor, within five (5) business days after its assignee to protect its interests in the Equipment and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess receipt of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to timesuch request.

Assignment by Lessor. Subject Lessor's interest in, to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including Agreement and the right to receive payments from Lessee hereunder, Equipment may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at and, to the extent of its interest, by any time subsequent to this executionRegistered Owner, without but only with the necessity of obtaining the prior written consent of Lessee; provided, however, provided that no such (a) any assignment or reassignment shall not be effective unless and until (i) Lessee shall have has received notice written notice, signed by the assignor, of the assignment or reassignment disclosing the name name, address and address tax identification number of the assignee or subassigneeassignee, and (iib) in any assignment to or by a Registered Owner shall not be effective until it is registered on the event that such assignment or reassignment is made to a bank or trust company registration books kept by the Agent as trustee agent for holders of certificates representing interests in this Agreement, such bank or trust company agrees to maintain, or cause to be maintained, a book-entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt Lessee shall retain all such notices as a register of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, all assignees (other than Registered Owners) and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to shall make all payments to the assignee or assignees designated in such register or, in the notice case of assignmentRegistered Owners, to the Agent. Xxxxxx Certificates of participation in this Lease may be executed and delivered by the Agent to Registered Owners, if any, provided such certificates of participation are sold only on a private placement basis (and not pursuant to any "public offering") to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment (ii) such purchaser understands neither the Lease nor the certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an "accredited investor" within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) that it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which financing statements that may be reasonably requested by Lessor or its any assignee to protect its interests in the Equipment and in this Agreement. This Lessee shall not have the right to and shall not assert against any assignee or Registered Owner any claim, counterclaim or other right Lessee may have against Lessor. Assignments in part may include without limitation assignment of all or a portion of Lessor's right, title and interest in, to and under the Equipment listed in a particular Schedule and all rights in, to and under the Agreement may be assigned and reassigned only related to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to timethat Equipment.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this This Master Lease Agreement, including and the right to receive payments Lease Payments and the Prepayment Amount from Lessee hereunder, may not be assigned and or reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this its execution, without furnishing notice of such assignment to Lessee. No such assignment or reassignment shall be made to Lessee or any person related to it within the necessity meaning of obtaining Section 147(a)(2) of the consent of LesseeCode; provided, howeverfurther, that no such assignment or reassignment shall be effective and binding on the Lessee unless and until (i) Lessee shall have received notice of the assignment or reassignment upon which Notice Lessee shall rely, disclosing the name and address of the assignee or subassignee, and (ii) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in this Master Lease Agreement, such bank or trust company agrees to maintain, or cause to be maintained, a book-entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lesseekept. Upon receipt of notice of such assignment, Xxxxxx agrees to will reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), shall agree to make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, set-off or counterclaim whatsoever (whether arising from a breach of this Master Lease Agreement or otherwise) that Lessee may from time to time have against Lessor or the assignee. Xxxxxx agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements financing statements, which may be reasonably requested by Lessor Xxxxxx or its assignee to protect its interests their interest in the Equipment Collateral and in this Master Lease Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to time.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including the right to receive payments from Lessee hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this execution, without the necessity of obtaining the consent of Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (ii) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in this Agreement, such bank or trust company agrees to maintain, or cause to be maintained, a book-entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of XxxxxxLessee, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx Lessee agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to make all payments to the assignee designated in the notice of assignment. Xxxxxx Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested by Lessor or its assignee to protect its interests in the Equipment and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to time.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, (a) Lessor’s obligations right, title and rights under interest in and to this Agreement, including the right to receive payments from Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Equipment and Acquisition Fund, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this executionLessor, without the necessity of obtaining the consent of Lessee; provided, 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; provided such certificates are sold only on a private placement basis (and not pursuant to any “public offering”) to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment, (ii) such purchaser understands that neither this Agreement nor certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933; provided further, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under this Agreement with or to more than one individual or entity. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no such assignment assignment, transfer or reassignment conveyance permitted by this Section 11.01 shall be effective unless and until (i) Lessee shall have received a written notice of the assignment or reassignment disclosing that discloses the name and address of the assignee or subassigneeeach such assignee; provided, and (ii) in the event that if such assignment or reassignment is made to a bank or trust company as trustee or paying agent for holders owners of certificates representing of participation, trust certificates or partnership interests in with respect to the Rental Payments payable under this Agreement, such it shall thereafter be sufficient that Xxxxxx receives notice of the name and address of the bank or trust company agrees to maintainas trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be maintainedkept, a book-entry system by which a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the names Code. Lessee shall retain all such notices as a register of all assignees and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the notice right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against the Vendor. Assignments in part may include without limitation assignment of assignment. Xxxxxx agrees all of Lessor’s security interest in and to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested by Lessor or its assignee to protect its interests in the Equipment and all rights in, to and under this Agreement related to such Equipment, and all of Lessor’s security interest in and to the Acquisition Fund, or all rights in, to and under the Acquisition Fund Agreement. (c) If Lessor notifies Lessee of its intent to assign this Agreement. This Agreement may be assigned , Xxxxxx agrees that it shall execute and reassigned only deliver to banks, savings Lessor a Notice and loan and other thrift associations and insurance companies, corporations having assets in excess Acknowledgement of $10 million, investment companies, and accredited investors as defined Assignment substantially in the Securities Act form of 1933, as amended from time to timeExhibit H attached hereto within five (5) business days after its receipt of such request.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, (a) Lessor’s obligations right, title and rights under interest in and to this Agreement, including the right to receive payments from Rental Payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, its security interest in the Equipment and Escrow Account, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this executionLessor, without the necessity of obtaining the consent of Lessee; provided, 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; provided such certificates are sold only on a private placement basis (and not pursuant to any “public offering”) to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment, (ii) such purchaser understands that neither this Agreement nor certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933; provided further, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under this Agreement with or to more than one individual or entity. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no such assignment assignment, transfer or reassignment conveyance permitted by this Section 11.01 shall be effective unless and until (i) Lessee shall have received a written notice of the assignment or reassignment disclosing that discloses the name and address of the assignee or subassigneeeach such assignee; provided, and (ii) in the event that if such assignment or reassignment is made to a bank or trust company as trustee or paying agent for holders owners of certificates representing of participation, trust certificates or partnership interests in with respect to the Rental Payments payable under this Agreement, such it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company agrees to maintainas trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be maintainedkept, a book-entry system by which a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the names Code. Lessee shall retain all such notices as a register of all assignees and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the notice of assignment. Xxxxxx agrees right to execute all documentsand shall not assert against any assignee any claim, including notices of assignment and chattel mortgages counterclaim or Financing and Continuation Statements which other right Lessee may be reasonably requested by have against Lessor or its assignee the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to protect its interests in the Equipment and all rights in, to and under this Agreement related to such Equipment, and all of Lessor’s security interest in and to the Escrow Account, or all rights in, to and under the Escrow Agreement. (c) If Lessor notifies Lessee of its intent to assign this Agreement. This Agreement may be assigned , Lessee agrees that it shall execute and reassigned only deliver to banks, savings Lessor a Notice and loan and other thrift associations and insurance companies, corporations having assets in excess Acknowledgement of $10 million, investment companies, and accredited investors as defined Assignment substantially in the Securities Act form of 1933, as amended from time to timeExhibit H attached hereto within five (5) business days after its receipt of such request.

Assignment by Lessor. Subject (a) Xxxxxx’s right, title and interest in and to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including the right to receive payments from Rental Payments and any other amounts payable by Lessee hereunder, the related escrow agreement, its security interest in the Personal Property and any acquisition fund, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this executionLessor, without the necessity of obtaining the consent of Lessee; provided, 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 33 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. Notwithstanding the foregoing, any certificates of participation may be sold only on a private placement basis (and not pursuant to any “public offering”) to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment, (ii) such purchaser understands that neither this Agreement nor certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no such assignment assignment, transfer or reassignment conveyance permitted by this Section shall be effective unless and until (i) Lessee shall have received a written notice of the assignment or reassignment disclosing that discloses the name and address of the assignee or subassigneeeach such assignee; provided, and (ii) in the event that if such assignment or reassignment is made to a bank or trust company as trustee or paying agent for holders owners of certificates representing of participation, trust certificates or partnership interests in with respect to the Rental Payments payable under this Agreement, such it shall thereafter be sufficient that Xxxxxx receives notice of the name and address of the bank or trust company agrees to maintainas trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be maintainedkept, a book-entry system by which a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the names Code. Lessee shall retain all such notices as a register of all assignees and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to 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 but shall have the right to bring such claim against the Vendor notwithstanding assignment of Xxxxxx’s interest as authorized in this Section. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to the Personal Property and all rights in, to and under this Agreement related to such Personal Property, and all of Lessor’s security interest in and to any acquisition fund, or all rights in, to and under the related escrow agreement. (c) If Lessor notifies Lessee of its intent to assign this Agreement, Xxxxxx agrees that it shall execute and deliver to Lessor a notice of assignment. Xxxxxx agrees to execute all documentsassignment in substantially the form provided by Xxxxxx, including notices within five (5) business days after its receipt of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested by Lessor or its assignee to protect its interests in the Equipment and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to timesuch request.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, [ (a) Lessor’s obligations right, title and rights under interest in and to this Agreement, including the right to receive payments from Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Equipment and Acquisition Fund, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this executionLessor, without the necessity of obtaining the consent of Lessee; provided, 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; provided such certificates are sold only on a private placement basis (and not pursuant to any “public offering”) to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment, (ii) such purchaser understands that neither this Agreement nor certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933; provided further, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to matters arising under this Agreement with or to more than one individual or entity. (b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no such assignment assignment, transfer or reassignment conveyance permitted by this Section 11.01 shall be effective unless and until (i) Lessee shall have received a written notice of the assignment or reassignment disclosing that discloses the name and address of the assignee or subassigneeeach such assignee; provided, and (ii) in the event that if such assignment or reassignment is made to a bank or trust company as trustee or paying agent for holders owners of certificates representing of participation, trust certificates or partnership interests in with respect to the Rental Payments payable under this Agreement, such it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank or trust company agrees to maintainas trustee or paying agent. During the Lease Term, Lessee shall keep, or cause to be maintainedkept, a book-entry system by which a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the names Code. Lessee shall retain all such notices as a register of all assignees and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the notice of assignment. Xxxxxx agrees right to execute all documentsand shall not assert against any assignee any claim, including notices of assignment and chattel mortgages counterclaim or Financing and Continuation Statements which other right Lessee may be reasonably requested by have against Lessor or its assignee the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s security interest in and to protect its interests in the Equipment and all rights in, to and under this Agreement related to such Equipment, and all of Lessor’s security interest in and to the Acquisition Fund, or all rights in, to and under the Acquisition Fund Agreement. (c) If Lessor notifies Lessee of its intent to assign this Agreement. This Agreement may be assigned , Lessee agrees that it shall execute and reassigned only deliver to banks, savings Lessor a Notice and loan and other thrift associations and insurance companies, corporations having assets in excess Acknowledgement of $10 million, investment companies, and accredited investors as defined Assignment substantially in the Securities Act form of 1933, as amended from time to timeExhibit H attached hereto within five (5) business days after its receipt of such request.