Common use of Assignment by the Bank Clause in Contracts

Assignment by the Bank. (a) The Bank’s rights under this Lease, including the right to receive and enforce payment of the Lease Payments to be made by the District hereunder, have been assigned to the Assignee under the Assignment Agreement. The District hereby consents to such assignment. The Bank hereby directs the District, and the District hereby agrees, to pay to the Assignee all payments payable by the District under Section 4.4 and all amounts payable by the District under Article IX. Whenever in this Lease any reference is made to the Bank and such reference concerns rights which the Bank has assigned to the Assignee, such reference shall be deemed to refer to the Assignee. (b) Subject to the approval of Assignee (which approval may be withheld or conditioned in Assignee’s sole discretion), the Bank and the Assignee may make additional assignments of their interests herein, but no such assignment will be effective as against the District unless and until the Bank or the Assignee has filed with the District written notice thereof. The District shall pay all Lease Payments hereunder under the written direction of the Bank or the Assignee named in the most recent assignment or notice of assignment filed with the District. During the Term of this Lease, the District will keep a complete and accurate record of all such notices of assignment. (c) Any such assignment pursuant to this Section may be in connection with the creation of fractional interests with institutional investors in the Assignee's right, title and interest herein so long as such assignment complies with applicable State law; provided that the District shall not be required to make Lease Payments, to send notices or to otherwise deal with respect to matters arising under this Lease with or to more than one individual or entity and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in this Lease are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single trustee, owner, servicer or other fiduciary or agent to act on their behalf with respect to the rights and interests of the Assignee under this Lease, including with respect to the exercise of rights and remedies of the Assignee on behalf of such owners upon the occurrence of an Event of Default hereunder.

Assignment by the Bank. Bank shall have the unrestricted right at any time or from time to time, and without the Borrower's or any Guarantor's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (a) The Bank’s rights under this Leaseeach, an "Assignee"), and the Borrower and each Guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the right to receive and enforce payment of the Lease Payments to be made by the District hereunder, have been assigned foregoing assignment to the Assignee under provided the Assignment Agreementsame does not modify the terms of the Loan other than to change the lender. The District hereby consents In addition, at the request of Bank and any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and bank after giving effect to such assignment. The Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank hereby directs the Districtin connection with such assignment, and the District hereby agreespayment by Assignee of the purchase price agreed to by Bank, and such Assignee, such Assignee shall be a party to pay this Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the Assignee all payments payable extent that such rights and obligations have been assigned by the District under Section 4.4 and all amounts payable by the District under Article IX. Whenever in this Lease any reference is made Bank pursuant to the assignment documentation between Bank and such reference concerns rights which Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank may furnish any information concerning the Borrower in its possession from time to time to prospective Assignees, provided that Bank shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. The Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to the Borrower or any Guarantor, to grant to one or more banks or other financial institutions (each, a "Participant") participating interests in the Bank's obligation to lend hereunder and/or any or all of the Loan held by the Bank has assigned hereunder. In the event of any such grant by the Bank of a participating interest to a Participant, whether or not upon notice to the Assignee, such reference shall be deemed to refer to the Assignee. (b) Subject to the approval of Assignee (which approval may be withheld or conditioned in Assignee’s sole discretion)Borrower, the Bank and shall remain responsible for the Assignee may make additional assignments performance of their interests herein, but no such assignment will be effective as against the District unless and until the Bank or the Assignee has filed with the District written notice thereof. The District shall pay all Lease Payments its obligations hereunder under the written direction of the Bank or the Assignee named in the most recent assignment or notice of assignment filed with the District. During the Term of this Lease, the District will keep a complete and accurate record of all such notices of assignment. (c) Any such assignment pursuant to this Section may be in connection with the creation of fractional interests with institutional investors in the Assignee's right, title and interest herein so long as such assignment complies with applicable State law; provided that the District shall not be required to make Lease Payments, to send notices or to otherwise deal with respect to matters arising under this Lease with or to more than one individual or entity and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in this Lease are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single trustee, owner, servicer or other fiduciary or agent to act on their behalf with respect to the rights and interests of the Assignee under this Lease, including with respect to the exercise of rights and remedies of the Assignee on behalf of such owners upon the occurrence of an Event of Default hereunder.and

Assignment by the Bank. The Bank shall have the unrestricted right at any time or from time to time, and without the Borrower's or any Guarantor's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (a) The Bank’s rights under this Leaseeach, an "Assignee"), and the Borrower and each Guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as the right Bank shall deem necessary to receive and enforce payment effect the foregoing. In addition, at the request of the Lease Payments Bank and any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Bank has retained any of its rights and obligations hereunder following such assignment, to the Bank, which new promissory notes shall be made issued in replacement of, but not in discharge of, the liability evidenced by the District hereunder, have been assigned promissory note held by the Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee under and the Assignment Agreement. The District hereby consents Bank after giving effect to such assignment. The Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by the Bank hereby directs the Districtin connection with such assignment, and the District hereby agreespayment by Assignee of the purchase price agreed to by the Bank, and such Assignee, such Assignee shall be a party to pay this Agreement and shall have all of the rights and obligations of the Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the Assignee all payments payable extent that such rights and obligations have been assigned by the District under Section 4.4 and all amounts payable by Bank pursuant to the District under Article IX. Whenever in this Lease any reference is made to assignment documentation between the Bank and such reference concerns rights which Assignee, and the Bank has assigned to the Assignee, such reference shall be deemed released from its obligations hereunder and thereunder to refer to the Assigneea corresponding extent." (bf) Subject to the approval of Assignee (which approval may be withheld or conditioned in Assignee’s sole discretion), the Bank and the Assignee may make additional assignments of their interests herein, but no such assignment will be effective as against the District unless and until the Bank or the Assignee has filed with the District written notice thereof. The District shall pay all Lease Payments hereunder under the written direction Article XII of the Bank or Loan Agreement is hereby further amended by adding the Assignee named in following new Paragraphs at the most recent assignment or notice end of assignment filed with the District. During the Term of this Lease, the District will keep a complete and accurate record of all such notices of assignment. (c) Any such assignment pursuant to this Section may be in connection with the creation of fractional interests with institutional investors in the Assignee's right, title and interest herein so long as such assignment complies with applicable State law; provided that the District shall not be required to make Lease Payments, to send notices or to otherwise deal with respect to matters arising under this Lease with or to more than one individual or entity and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in this Lease are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single trustee, owner, servicer or other fiduciary or agent to act on their behalf with respect to the rights and interests of the Assignee under this Lease, including with respect to the exercise of rights and remedies of the Assignee on behalf of such owners upon the occurrence of an Event of Default hereunder.said Article XII:

Assignment by the Bank. The Bank shall have the unrestricted right at any time or from time to time, and without the Borrower's or any guarantor's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (a) The Bank’s rights under this Leaseeach, an "Assignee"), and the Borrower and each guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the right to receive and enforce payment of the Lease Payments to be made by the District hereunder, have been assigned foregoing assignment to the Assignee under provided the Assignment Agreementsame does not modify the terms of the Loan other than to change the lender. The District hereby consents In addition, at the request of Bank and any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such <PAGE> 16 assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and bank after giving effect to such assignment. The Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank hereby directs the Districtin connection with such assignment, and the District hereby agreespayment by Assignee of the purchase price agreed to by Bank, and such Assignee, such Assignee shall be a party to pay this Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the Assignee all payments payable extent that such rights and obligations have been assigned by the District under Section 4.4 and all amounts payable by the District under Article IX. Whenever in this Lease any reference is made Bank pursuant to the assignment documentation between Bank and such reference concerns rights which Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. The Bank may furnish any information concerning the Borrower in its possession from time to time to prospective Assignees, provided that Bank shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. The Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to the Borrower or any guarantor, to grant to one or more banks or other financial institutions (each, a "Participant") participating interests in the Bank's obligation to lend hereunder and/or any or all of the Loan held by the Bank has assigned hereunder. In the event of any such grant by the Bank of a participating interest to a Participant, whether or not upon notice to the Assignee, such reference shall be deemed to refer to the Assignee. (b) Subject to the approval of Assignee (which approval may be withheld or conditioned in Assignee’s sole discretion)Borrower, the Bank shall remain responsible for the performance of its obligations hereunder and the Assignee may make additional assignments of their interests herein, but no such assignment will be effective as against the District unless Borrower shall continue to deal solely and until directly with the Bank or the Assignee has filed with the District written notice thereof. The District shall pay all Lease Payments hereunder under the written direction of the Bank or the Assignee named in the most recent assignment or notice of assignment filed with the District. During the Term of this Lease, the District will keep a complete and accurate record of all such notices of assignment. (c) Any such assignment pursuant to this Section may be in connection with the creation of fractional interests with institutional investors Bank's rights and obligations hereunder. The Bank may furnish any information concerning the Borrower in the Assignee's rightits possession from time to time to prospective assignees and Participants, title and interest herein so long as such assignment complies with applicable State law; provided that the District Bank shall not be required require any such prospective assignee or Participant to make Lease Payments, agree in writing to send notices or to otherwise deal with respect to matters arising under this Lease with or to more than one individual or entity and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in this Lease are created shall provide maintain the method by which the owners confidentiality of such interests shall establish the rights and duties of a single trustee, owner, servicer or other fiduciary or agent to act on their behalf with respect to the rights and interests of the Assignee under this Lease, including with respect to the exercise of rights and remedies of the Assignee on behalf of such owners upon the occurrence of an Event of Default hereunderinformation.

Assignment by the Bank. The Bank may, at any time and from time to time, assign all or any part of its interest in the Real Property, this Contract, the Note and/or the Deed of Trust, including without limitation, the Bank's rights to receive the Installment Payments and any additional payments due and to become due hereunder. Any assignment made by the Bank or any subsequent assignee may be made only to a bank, insurance company, or similar financial institution or any other entity approved by the North Carolina Local Government Commission and shall not purport to convey any greater interest or rights than those held by the Bank pursuant to this Contract and the Deed of Trust. The Bank or its assignees may assign or reassign either this entire Contract or a partial interest herein. All assignments by the Bank shall be subject to the following rules and conditions: (a) The Bank’s rights under this Lease, including the right to receive and enforce payment Bank shall send written notice of the Lease Payments to be made by the District hereunder, have been assigned assignment and its effective date to the Assignee under Borrower before it makes the Assignment Agreementassignment. The District hereby consents Such notification shall be forwarded to such the Borrower at least 30 days before the effective date of the assignment. The Bank hereby directs notification shall include an executed copy of the Districtassignment documents, shall specify the assignee's name and address, and shall provide the District hereby agrees, to pay to Borrower with instructions for making payments after the Assignee all payments payable effective date of the assignment. The requirement of 30 days' notice may be waived in writing by the District under Section 4.4 and all amounts payable by the District under Article IX. Whenever in this Lease any reference is made to the Bank and such reference concerns rights which the Bank has assigned to the Assignee, such reference shall be deemed to refer to the AssigneeBorrower. (b) Subject The Borrower shall not be obligated to make payments to anyone other than the Bank until the notification specified in subparagraph (a) of this Section is received by the Borrower or until the effective date of the assignment, whichever is later. Should the Borrower incorrectly make payments to the approval of Assignee (which approval may be withheld or conditioned Bank after the conditions specified in Assignee’s sole discretion)the preceding sentence are met, the Bank and shall return those payments to the Assignee may make additional assignments of their interests herein, but no such assignment will be effective as against the District unless and until the Bank or the Assignee has filed with the District written notice thereof. The District shall pay all Lease Payments hereunder under the written direction of the Bank or the Assignee named in the most recent assignment or notice of assignment filed with the District. During the Term of this Lease, the District will keep a complete and accurate record of all such notices of assignmentBorrower. (c) Any When it receives the notification specified in part (a) of this Section, the Borrower shall send a written acknowledgment of the same to the Bank and shall record the assignment in the Borrower's records. (d) The Bank shall require each of its assignees (i) to conform to the notification requirements of this Section in the event of further assignments, and (ii) to require such conformity from that assignee's assignees. (e) The Borrower shall execute, at the Bank's request, notice of assignment and other related documents that are reasonably necessary to protect the security interest in the Real Property or in this Contract and to maintain those security interests in perfected form. After the giving of notice described above to the Borrower, the Borrower shall thereafter make all payments in accordance with the notice to the assignee named therein and shall, if so requested, acknowledge such assignment pursuant to this Section may in writing, but such acknowledgement shall in no way be in connection with the creation of fractional interests with institutional investors in the Assignee's right, title and interest herein so long as such assignment complies with applicable State law; provided that the District shall not be required deemed necessary to make Lease Payments, to send notices or to otherwise deal with respect to matters arising under this Lease with or to more than one individual or entity and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in this Lease are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single trustee, owner, servicer or other fiduciary or agent to act on their behalf with respect to the rights and interests of the Assignee under this Lease, including with respect to the exercise of rights and remedies of the Assignee on behalf of such owners upon the occurrence of an Event of Default hereunderassignment effective.

Assignment by the Bank. (ai) The Bank’s Subject to Section 2.11, the Bank may assign its rights and obligations hereunder (but in the event that the Commitment has not terminated, only with the consent of the Company); provided that any consent of the Company otherwise required under this Leaseparagraph shall not be required if an Event of Default has occurred and is continuing. Upon execution and delivery by the assignee to the Company of an instrument in writing pursuant to which such assignee agrees to become the "Bank" hereunder, including and upon consent thereto by the right Company to receive and enforce payment the extent required above, the assignee shall have (unless provided in such assignment with the consent of the Lease Payments to be made by Company) the District hereunderobligations, have been assigned to rights and benefits of the Assignee under Bank hereunder in respect of the Assignment Agreement. The District hereby consents to such assignment. The Bank hereby directs the DistrictCommitment, and the District hereby agrees, to pay to the Assignee all payments payable by the District under Section 4.4 and all amounts payable by the District under Article IX. Whenever in this Lease any reference is made to the Bank and such reference concerns rights which the Bank has assigned to the Assignee, such reference shall be deemed to refer to released from the AssigneeCommitment. (bii) Subject to Notwithstanding the approval of Assignee foregoing clause (which approval may be withheld or conditioned in Assignee’s sole discretionb)(i), the Bank and the Assignee may make additional assignments of their interests herein, assign all but no such assignment will be effective as not less than all claims against the District unless Company hereunder strictly in accordance with, and until to the Bank or extent provided in, the Assignee has filed with Deposit Account Agreement and Section 10 of the District written notice thereofNote Purchase Agreement. The District Upon the occurrence of any Outright Assignment, (x) the Collateral Agent for the benefit of the Holders shall pay all Lease Payments hereunder under have the written direction rights and benefits of the Bank hereunder in respect of the rights assigned, but neither the Collateral Agent nor any Holder shall have any obligation or liability hereunder arising from such Outright Assignment and (y) all obligations and liabilities of the Assignee named in the most recent assignment or notice of assignment filed with the District. During the Term of this Lease, the District will keep a complete and accurate record of all such notices of assignmentBank hereunder shall automatically terminate. (ciii) Any such assignment pursuant The Company hereby acknowledges and consents to this the grant by the Bank of the first priority security interest provided by Section may be in connection with 23 of the creation Note Purchase Agreement and consents to the exercise by the Collateral Agent and the Holders of fractional interests with institutional investors in the Assignee's right, title and interest herein so long as such assignment complies with applicable State law; provided that the District shall not be required to make Lease Payments, to send notices or to otherwise deal with respect to matters arising under this Lease with or to more than one individual or entity and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in this Lease are created shall provide the method by which the owners of such interests shall establish the their rights and duties of a single trustee, owner, servicer or other fiduciary or agent to act on their behalf with respect to remedies under the rights and interests of the Assignee under this LeaseNote Purchase Agreement, including with respect to the exercise of rights and remedies such security interest. In furtherance of the Assignee foregoing, the Company hereby acknowledges that certain actions or inactions by the Bank hereunder (including waivers, amendments or other modifications to this Agreement or any provision hereof entered into by it in accordance with Section 8.02(b), notices or other communications given by it, determinations made by it and exercises of discretion by it) may be subject to the direction or consent of the Collateral Agent and/or one or more of the Holders under the Note Purchase Agreement. (iv) After any assignment by the Bank under clause (i) or (ii) of this Section 8.04(b), the Bank shall not allow the automatic extension or renewal of any Evergreen Letter of Credit outstanding on behalf the date of such owners upon assignment or the automatic increase or reinstatement of the amount of any Revolving Letter of Credit outstanding on the date of such assignment. (v) After any assignment by the Bank pursuant to this Section 8.04(b) following the occurrence of an Event of Default Default, the Required Holders or the Collateral Agent (acting at the written direction of the Required Holders) shall have the exclusive right to exercise the rights of the Bank hereunder, including rights under Article VII, assigned pursuant to such assignment.