Common use of Successors and Assigns, etc Clause in Contracts

Successors and Assigns, etc. 15.1 It is understood and agreed that the covenants and agreements of the parties hereto shall run with the land and that no covenant or agreement of Landlord, expressed or implied, shall be binding upon Landlord except in respect of any breach or breaches thereof committed during Landlord’s seisin and ownership of the Leased Premises. If Landlord acts as a Trustee or Trustees of a trust in making this Lease only the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may be, and the heirs, executors, administrators, successors and assigns of such person or persons, and those claiming by, through or under them or any of them, unless repugnant to the context. If Tenant is a partnership or a firm of several persons, natural or corporate, the obligations of each person executing this Lease as Tenant shall be joint and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Lease, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remedies.

Successors and Assigns, etc. 15.1 It is understood and agreed that the covenants and agreements of the parties hereto shall run with the land and that no covenant or agreement of Landlord, expressed or implied, This Agreement shall be binding upon Landlord except in respect of any breach or breaches thereof committed during Landlord’s seisin the Borrower and ownership its successors and assigns and shall inure to the benefit of the Leased Premises. If Landlord acts as a Trustee Lender and its successors and assigns; provided, however, that the Borrower shall not transfer or Trustees assign any of a trust in making this Lease only the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder its rights or beneficiary of such trust shall be personally liable for obligations hereunder or under any of the covenants other Loan Documents without the prior written consent of the Lender which consent shall not be unreasonably withheld, delayed or agreements of Landlord expressed herein or implied hereunder conditioned. The Borrower acknowledges and agrees that Lender may assign, mortgage, or otherwise because of anything arising from or connected with the use and occupation transfer its interest hereunder to others (“Assignees”) without any consent of the Leased Premises by TenantBorrower, provided however, that the Borrower will be notified of the assignment. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may be, The Borrower and the heirsLender agree that upon such assignment, executorsthe Borrower (i) shall acknowledge such assignment in writing by executing a Notice, administrators, successors Consent and assigns Acknowledgment of such person or persons, and those claiming by, through or under them or any of them, unless repugnant Assignment furnished by the Lender; (ii) shall promptly pay all payments when due to the context. If Tenant is a partnership designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or a firm counterclaim whatsoever that the Borrower may have against the Lender; (iii) shall not permit this Agreement so assigned to be amended or the terms thereof waived without the prior written consent of several persons, natural or corporate, the Assignees; (iv) shall not require the Assignees to perform any obligations of each person executing the Lender under this Lease as Tenant Agreement; (v) shall be joint and several. Any person who signs not terminate or attempt to terminate this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event Agreement on account of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord Lender; and (vi) acknowledges that any other obligations of Landlord created by or under this Lease, Assignee may reassign its rights and no other property or assets of interest with the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (same force and effect as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remediesassignment described herein.

Successors and Assigns, etc. 15.1 It is understood and agreed that the covenants and agreements of (a) This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that none of the Sellers, the Subservicers and the Master Servicer may assign any of its rights or obligations or delegate any of its duties hereunder without the prior written consent of the Buyer, the Administrative Agent and all Facility Agents, and the Buyer shall run with not have the land and that no covenant right to assign its rights or agreement of Landlord, expressed obligations hereunder or implied, any interest herein. (b) The Financing Parties shall be binding upon Landlord except in respect third party beneficiaries of the rights specifically granted to them hereunder and of Articles IX and X hereof, and the Buyer Indemnified Parties shall be third party beneficiaries of the provisions of Section 8.02. (c) Each Seller, each Subservicer and the Master Servicer hereby acknowledge and consent to the assignment and grant of a security interest by the Buyer of all right, title and interest of the Buyer in, to and under the Purchased Assets and the assignment of any breach or breaches thereof committed during Landlord’s seisin and ownership all of the Leased Premises. If Landlord acts as a Trustee or Trustees of a trust in making this Lease only Buyer’s rights hereunder pursuant to the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of Receivables Loan and Security Agreement. (d) Each Seller agrees that the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as TenantAdministrative Agent, as the case may becollateral assignee of the Buyer, shall, following the occurrence and during the continuation of a Termination Event, have the right to enforce this Agreement and to exercise directly all of the Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to the Buyer’s assigns or collateral assignees in the provisions of this Agreement that set forth such rights and remedies) and each Seller agrees to cooperate fully with the Administrative Agent, the Facility Agents and the heirs, executors, administrators, successors and assigns Lenders in the exercise of such person or persons, rights and those claiming by, through or under them or any of them, unless repugnant to the context. If Tenant is a partnership or a firm of several persons, natural or corporate, the obligations of each person executing this Lease as Tenant shall be joint and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Lease, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remedies.

Successors and Assigns, etc. 15.1 14.1 It is understood and agreed that the covenants and agreements of the parties hereto shall run with the land and that no covenant or agreement of LandlordLandlord contained in this Lease, expressed or implied, shall be binding upon Landlord except in respect of any breach or breaches thereof committed during the lease Term and prior to or during Landlord’s 's seisin and ownership of the Leased Premises except that any mortgagee or trustee or any grantee taking title to the Property through such mortgagee or trustee shall not be liable for any breach or breaches of the Lease committed prior to such mortgagee's, trustee's or grantee's seisin and ownership of the Leased Premises. If Landlord acts as a Trustee or Trustees of a trust in making this Lease only the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “"Landlord” " or to “"Tenant” " and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may be, and the heirs, executors, administrators, successors and assigns of such person or persons, and those claiming by, through or under them or any of them, unless repugnant to the context. If Tenant is a partnership or a firm of several persons, natural or corporate, the obligations of each person executing this Lease as Tenant shall be joint and several. Any Each party shall provide to the other upon execution of this Lease evidence that the person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she such party is duly authorized to do so. 15.2 It 14.2 Except for the guaranties set forth in Section 16.10, it is further ------------- understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s 's remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Lease, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s 's remedies.

Successors and Assigns, etc. 15.1 It is understood and agreed that the covenants and agreements of the parties hereto shall run with the land and that no covenant or agreement of Landlord, expressed or implied, shall be binding upon Landlord except in respect of any breach or breaches thereof committed during Landlord’s seisin and ownership of the Leased Premises. If Landlord acts as a Trustee or Trustees of a trust in making this Lease only the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may be, and the heirs, executors, administrators, successors and assigns of such person or persons, and those claiming by, through or under them or any of them, unless repugnant to the context. If Tenant is a partnership or a firm of several persons, natural or corporate, the obligations of each person executing this Lease as Tenant shall be joint and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises Premises, the Building or the Land for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Lease, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remedies.

Successors and Assigns, etc. 15.1 It is understood (a) The provisions of this Agreement shall be binding upon and agreed that inure to the covenants and agreements benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) except as provided in Section 6.03, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall run be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with the land and that no covenant or agreement of Landlordthis Section. Nothing in this Agreement, expressed or implied, shall be binding construed to confer upon Landlord any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the sub-agents of the Administrative Agent, the other Agents, any Indemnified Person, the Related Parties of each of the Agents, the Indemnified Persons, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) (i) Subject to the conditions set forth in clause (ii), any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld); provided that no consent of the Borrower shall be required for an assignment (1) by a Term Lender to any Term Lender or an Affiliate of any Term Lender, (2) by a Term Lender to an Approved Fund of any Term Lender, (3) by a Revolving Lender (I) to any other existing Revolving Lender or (II) to any Person that is an Affiliate of any Revolving Lender provided that such Person is at least as creditworthy as the Revolving Lender assigning its rights and obligations under this Agreement (each such Affiliate, a “Permitted Revolving Lender Affiliate Transferee”) or (4) if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing with respect to the Borrower; provided further that the Borrower shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with applicable law, Holdings or the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority, (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment of a Term Loan to an Affiliate or Approved Fund of any Term Lender or of a Revolving Commitment to any other existing Revolving Lender or to any Permitted Revolving Lender Affiliate Transferee and (C) each Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld or delayed); provided that no consent of any Issuing Bank or the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan or Initial Term Loan Commitment. Notwithstanding anything in this Section 9.04 to the contrary, if any Person the consent of which is required by this paragraph with respect to any assignment of Term Loans has not given the Administrative Agent written notice of its objection to such assignment within 10 Business Days (after receipt of written notice to such Person, such Person shall be deemed to have consented to such assignment; provided, that this sentence shall not apply to the Borrower with respect to any assignment of Revolving Commitments and/or Revolving Loans. 240 #97964454v4 #97964454v11 (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than in the case of a Revolving Loan or Revolving Commitment, $1,000,000 (and integral multiples of $1,000,000 in excess thereof) or, in the case of a Term Loan $1,000,000 (and integral multiples of $1,000,000 in excess thereof), unless the Borrower and the Administrative Agent otherwise consent (such consent not to be unreasonably withheld or delayed), (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this subclause (B) shall not be construed to prohibit assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (which shall include a representation by the assignee that it is not a Disqualified Lender or an Affiliate of a Disqualified Lender (so long as the list of Disqualified Lenders (other than any breach or breaches thereof committed during Landlord’s seisin Person that is a Disqualified Lender pursuant to clause (iii)(y) and ownership (z) of the Leased Premises. If Landlord acts definition thereof) has been made available to all Lenders party to such assignment following the reasonable written request therefore with such written request being concurrently delivered to the Borrower)), together (unless waived by the Administrative Agent) with a processing and recordation fee of $3,500 (which shall not be required in connection with any assignment by PSP to one of its Affiliates), provided that assignments made pursuant to Section 2.19, Section 2.24(h) or Section 9.02(c) shall not require the signature of the assigning Lender to become effective; provided further that such recordation fee shall not be payable in the case of assignments of Term Loans to or by any Joint Bookrunner or Affiliate thereof in connection with the primary syndication thereof or pursuant to arrangements directly related to such primary syndication contemplated as of the Effective Date, (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(e), all “know your customer” documents requested by the Administrative Agent pursuant to anti-money laundering rules and regulations, including, but not limited to, the USA PATRIOT Act, and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, (E) no assignment of any Loans, Commitments or any obligations in respect of LC Exposure or Swingline Exposure may be made to Holdings, the Borrower or any Subsidiary or Affiliate thereof, and (F) unless the Borrower otherwise consents, no assignment of all of the Revolving Commitment of a Lender that is also an Issuing Bank or Swingline Lender may be made unless the assignee shall be or become an Issuing Bank and/or a Swingline Lender, as applicable, and assume a ratable portion of the rights and obligations of such assignor in its capacity as an Issuing Bank and/or a Swingline Lender. (iii) Subject to acceptance and recording thereof pursuant to clause (v) of this paragraph (b), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such (iv) The Administrative Agent, acting for this purpose as a Trustee or Trustees non-fiduciary agent of the Borrower, shall maintain at one of its offices a trust copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal and stated interest amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in making this Lease only the estate for which Landlord acts Register shall be bound herebyconclusive absent manifest error, neither and Holdings, the Borrower, the Administrative Agent, each Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any such Trustee executing this Lease Lender as Landlord nor any shareholder or beneficiary of such trust a Defaulting Lender. The Register shall be personally available for inspection by Holdings, the Borrower and, solely with respect to its Loans or Commitments, any Lender, at any reasonable time and from time to time upon reasonable prior written notice. Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is a Disqualified Lender (or affiliates of Disqualified Lenders), nor shall the Administrative Agent be (x) obligated to monitor the aggregate amount of the Loans or Incremental Facilities held by Disqualified Lenders (or affiliates of Disqualified Lenders) or (y) be liable for any assignment to Disqualified Lenders or other assignees in violation of this Credit Agreement. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(e) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this paragraph (b) and any written consent to such assignment required by this paragraph (b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph (b). (vi) The words “execution,” “signed,” “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the covenants same legal effect, validity or agreements of Landlord expressed herein enforceability as a manually executed signature or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenanta paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act. (i) Any Lender may, without the consent of Holdings, the Borrower or the Administrative Agent, sell participations to one or more banks or other Persons (other than to a Person that is not an Eligible Assignee; provided that for the purposes of this provision, Disqualified Lenders 242 #97964454v4 #97964454v11 shall be deemed to be Eligible Assignees unless a list of Disqualified Lenders (other than any Person that is a Disqualified Lender pursuant to clause (iii)(y) and (z) of the definition thereof) has been made available to all Lenders party to such participation and following the reasonable written request therefor) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and Loans of any Class); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the heirsother Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, executorsmodification or waiver of any provision of the Loan Documents, administratorsprovided that such agreement or instrument may provide that such Lender will not, successors without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that directly and assigns of adversely affects such person or personsParticipant. Subject to clause (ii) below, and those claiming by, through or under them or any of them, unless repugnant the Borrower agrees that each Participant shall be entitled to the context. If Tenant is a partnership or a firm benefits of several personsSections 2.15, natural or corporate, 2.16 and 2.17 (subject to the obligations of each person executing this Lease as Tenant and limitations thereof, it being understood that any tax forms required by Section 2.17(e) shall be joint and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely provided to the estate Lender) to the same extent as if it were a Lender and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment had acquired its interest by assignment pursuant to paragraph (or other judicial processb) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease Section. To the extent permitted by law, each Participant also shall be entitled to be observed or performed by the Landlord and any other obligations benefits of Landlord created by or under this LeaseSection 9.08 as though it were a Lender, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) provided that such Participant shall be subject to levySection 2.18(c) as though it were a Lender. (ii) No Participant shall be entitled to receive any greater payment under Section 2.15, execution 2.16 and or 2.17 than the participating Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (not to be unreasonably withheld or delayed) expressly acknowledging that such Participant’s entitlement to benefits under Section 2.15, 2.16 and or 2.17 is not limited to what the participating Lender would have been entitled to receive absent the participation, or to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. (iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal and stated interest amounts of each Participant’s interest in the Loans or other enforcement procedures obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the United States Treasury Regulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive (absent manifest error), and each Person whose name is recorded in the Participant Register pursuant to the terms hereof shall be treated as a Participant for all purposes of this Agreement, notwithstanding notice to the satisfaction contrary. For the avoidance of Tenant’s remediesdoubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Successors and Assigns, etc. 15.1 It is understood This Agreement inures to the benefit of and agreed that the covenants and agreements of binds the parties hereto shall run with the land and that no covenant or agreement of Landlord, expressed or implied, shall be binding upon Landlord except in respect of any breach or breaches thereof committed during Landlord’s seisin their respective successors and ownership of the Leased Premises. If Landlord acts as a Trustee or Trustees of a trust in making this Lease only the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may beassigns, and the heirswords "Borrower", executors, administrators, “Agent” and "Lender" whenever occurring herein shall be deemed to include such respective successors and assigns assigns. However, except as specifically provided in Sections 3(b, 3(k) ) and the a sale of the Mortgaged Property and the corresponding and simultaneous payment by the Borrower to the Agent of the Aggregate Debt, all Swap amounts due under the Note and all other monetary sums owed by Borrower to Agent under the Loan Documents all as determined by the Agent, Borrower shall not voluntarily, or by operation of law, assign or transfer any interest which it may have under this Agreement or convey the Mortgaged Property, or any part thereof, without the prior written approval of Agent. Agent and Lender may assign or otherwise transfer the Loan and any or all of the Loan Documents to any other person, and such other person shall thereupon become vested with all of the benefits in respect thereof granted to Lender herein or otherwise without the consent of or notice to Borrower. Notwithstanding anything to the contrary herein, Agent and Lender shall have the right to sell participations in the Loan or assign the Loan in its entirety to any other persons or entities without the consent of or notice to Borrower, but subject to the rights of the Majority Lender, provided that Agent and Lender shall not sell participations or assign the Loan to (i) persons or entities, excluding however, any lenders and non-institutional lenders (ii) who are involved in the sale, growth, processing or dispensing of cannabis products, (iii) are competitors of TCC, and (iv) named in a list of TCC competitors that Borrower shall provide to Agent on a quarterly basis as an attachment to the Quarterly Certificate (“TCC Competitor List”), provided however, that Agent and Lender shall have right, in their sole discretion, to sell to a TCC Competitor after the occurrence and during the continuance of an Event of Default for (a) the failure to deliver Wind Insurance pursuant to Section 7(a)(v), (b) comply with the Financial Covenants pursuant to Section 7(a)(iv) or (c) any monetary Event of Default. Borrower hereby consents that, without notice to Borrower, Agent may disclose to any prospective purchaser of any securities issued or to be issued by Agent and Lender, and any prospective or actual purchaser or transferee of any participation or other interest (whether in whole or in part) in the Loan or any other loans made by Agent to Borrower, any financial or other information, data or material (including, without limitation, any tax returns) in Agent’s possession relating to Borrower, Guarantors, indemnitors or the Loan. Notwithstanding these foregoing provisions, Agent or Lender may at any time pledge or assign all or any portion of such person Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank; provided, however, that no such pledge or persons, and those claiming by, through assignment shall release Lender from such Xxxxxx’s obligations hereunder or under them or any of them, unless repugnant to the context. If Tenant is a partnership or a firm of several persons, natural or corporate, the obligations of each person executing this Lease as Tenant shall be joint and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Lease, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remediesLoan Document.

Successors and Assigns, etc. 15.1 It is understood This Agreement inures to the benefit of and agreed that the covenants and agreements of binds the parties hereto shall run with the land and that no covenant or agreement of Landlord, expressed or implied, shall be binding upon Landlord except in respect of any breach or breaches thereof committed during Landlord’s seisin their respective successors and ownership of the Leased Premises. If Landlord acts as a Trustee or Trustees of a trust in making this Lease only the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may beassigns, and the heirswords "Borrower", executors“Obligors”, administrators, and "Lender" whenever occurring herein shall be deemed to include such respective successors and assigns assigns. However, except as specifically provided in Sections 3(b, 3(k) ) and the a sale of the Mortgaged Property and the corresponding and simultaneous payment by the Borrower to the Lender of the Aggregate Debt, all amounts due under the Note and all other monetary sums owed by Borrower to Lender under the Loan Documents all as determined by the Lender, Borrower shall not voluntarily, or by operation of law, assign or transfer any interest which it may have under this Agreement or convey the Mortgaged Property, or any part thereof, without the prior written approval of Lender. Lender may assign or otherwise transfer the Loan and any or all of the Loan Documents to any other person, and such other person shall thereupon become vested with all of the benefits in respect thereof granted to Lender herein or otherwise without the consent of or notice to Borrower. Notwithstanding anything to the contrary herein, Lender shall have the right to sell participations in the Loan or assign the Loan in its entirety to any other persons or entities without the consent of or notice to Borrower, provided that Lender shall not sell participations or assign the Loan to (i) persons or entities, excluding however, any lenders and non-institutional lenders (ii) who are involved in the sale, growth, processing or 95606281 Active\1606212456.7 dispensing of cannabis products, (iii) are competitors of TCC, and (iv) named in a list of TCC competitors that Borrower shall provide to Lender on a quarterly basis as an attachment to the Quarterly Certificate (“TCC Competitor List”), provided however, that Lender shall have right, in its sole discretion, to sell to a TCC Competitor after the occurrence and during the continuance of an Event of Default for (a) the failure to deliver Wind Insurance pursuant to Section 7(a)(v), (b) comply with the Financial Covenants pursuant to Section 7(a)(iv) or (c) any monetary Event of Default. Borrower hereby consents that, without notice to Xxxxxxxx, Lender may disclose to any prospective purchaser of any securities issued or to be issued by Lender, and any prospective or actual purchaser or transferee of any participation or other interest (whether in whole or in part) in the Loan or any other loans made by Lender to Borrower, any financial or other information, data or material (including, without limitation, any tax returns) in Lender’s possession relating to Borrower, Guarantors, indemnitors or the Loan. Notwithstanding these foregoing provisions, Lender may at any time pledge or assign all or any portion of such person Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank; provided, however, that no such pledge or persons, and those claiming by, through assignment shall release Xxxxxx’s obligations hereunder or under them or any of them, unless repugnant to the context. If Tenant is a partnership or a firm of several persons, natural or corporate, the obligations of each person executing this Lease as Tenant shall be joint and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Lease, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remediesLoan Document.

Successors and Assigns, etc. 15.1 It is understood and agreed that the covenants and agreements of the parties hereto shall run with the land and that no covenant or agreement of Landlord, expressed or implied, shall be binding upon Landlord except in respect of any breach or breaches thereof committed during Landlord’s seisin and ownership of the Leased Premises. If Landlord acts as a Trustee or Trustees of a trust in making this Lease only the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may be, and the heirs, executors, administrators, successors and assigns of such person or persons, and those claiming by, through or under them or any of them, unless repugnant to the context. If Tenant is a partnership or a firm of several persons, natural or corporate, the obligations of each person executing this Lease as Tenant shall be joint and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Lease, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remedies.

Successors and Assigns, etc. 15.1 It is understood and agreed that the covenants and agreements of the parties hereto shall run with the land and that no covenant or agreement of Landlord, expressed or implied, shall be binding upon Landlord except in respect of any breach or breaches thereof committed during Landlord’s seisin and ownership of the Leased Premises. If Landlord acts as a Trustee or Trustees of a trust in making this Lease only the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may be, and the heirs, executors, administrators, successors and assigns of such person or persons, and those claiming by, through or under them or any of them, unless repugnant to the context. If Tenant is a partnership or a firm of several persons, natural or corporate, the obligations of each person executing this Lease as Tenant shall be joint and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Lease, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may bemaybe) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remedies.

Successors and Assigns, etc. 15.1 It is understood and agreed that the covenants and agreements of the parties hereto shall run with the land and that no covenant or agreement of Landlord, expressed or implied, This Agreement shall be binding upon Landlord except in respect of any breach or breaches thereof committed during Landlord’s seisin Applicant and ownership of the Leased Premises. If Landlord acts as a Trustee or Trustees of a trust in making this Lease only the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may be, and the heirs, executors, administrators, its successors and assigns when executed and delivered by Applicant, and shall inure to the benefit of and be enforceable by Issuer and its successors and assigns (regardless of whether Issuer executes and delivers this Agreement). Applicant agrees that delivery of a signed copy or signature page of this Agreement by any electronic means that reproduces an image of the signed signature page shall be as effective as delivery of a manually signed original of this Agreement. Applicant shall not transfer or otherwise assign any of its rights or obligations under this Agreement without Issuer’s prior written consent. Issuer shall not transfer or otherwise assign its rights and obligations under this Agreement, in whole or in part, without the consent of Applicant, such consent not to be unreasonably withheld and not to be required if an Event of Default has occurred and is continuing; provided, that Applicant shall have a consent right over any assignment to a “direct competitor” of Applicant identified to Issuer prior to the date hereof and as may thereafter be agreed in writing between Applicant and Issuer acting reasonably. Issuer may grant participations in its rights and obligations under this Agreement or the Credit, in whole or in part, without the consent of Applicant; provided, that (i) Issuer’s obligations under this Agreement shall remain unchanged, (ii) Issuer shall remain solely responsible to Applicant for the performance of such person or personsobligations, (iii) Applicant shall continue to deal solely and directly with Issuer in connection with Issuer’s rights and obligations under this Agreement, and those claiming by, through or under them or (iv) Applicant shall have a consent right over any participation to a “direct competitor” of them, unless repugnant Applicant identified to Issuer prior to the contextdate hereof and as may thereafter be agreed in writing between Applicant and Issuer acting reasonably. If Tenant is a partnership This Agreement shall not be construed to confer any right or a firm of several persons, natural or corporatebenefit upon any Person other than Issuer, the obligations of each person executing this Lease as Tenant shall be joint Indemnified Parties and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants Applicant and represents that he or she is duly authorized to do so. 15.2 It is further understood their respective successors and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Leasepermitted assigns, and no other property or assets such Person shall be deemed a third-party beneficiary hereof, except that Applicant’s obligations under Sections 5 and 19 may be enforced directly against Applicant by a participant; provided that such enforcement shall not increase the amount of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remediesObligations.

Successors and Assigns, etc. 15.1 It is understood and agreed that the covenants and agreements of the parties hereto shall run with the land and that no covenant or agreement of Landlord, expressed or implied, shall be binding upon Landlord except in respect of any breach or breaches thereof committed during Landlord’s seisin and ownership of the Leased Premises. If Landlord acts as a Trustee or Trustees of a trust in making this Lease only the estate for which Landlord acts shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may be, and the heirs, executors, administrators, successors and assigns of such person or persons, and those claiming by, through or under them or any of them, unless repugnant to the context. If Tenant or Landlord is a partnership or a firm of several persons, natural or corporate, the obligations of each person executing this Lease as Tenant or Landlord, respectively, shall be joint and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Lease, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remedies.

Successors and Assigns, etc. 15.1 It is understood and agreed that the covenants and agreements of (a) This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that the Originator may not assign any of its rights or obligations or delegate any of its duties hereunder without the prior written consent of the Buyer and all Purchasers, and the Buyer shall run not have the right to assign its rights or obligations hereunder or any interest herein, other than the Adverse Claim and assignment contemplated by the Receivables Purchase Agreement or other Transaction Documents, without the prior written consent of all Purchasers. (b) The Originator acknowledges that, pursuant to the Receivables Purchase Agreement, the Buyer has sold, assigned and transferred to the Administrative Agent (on behalf of the Purchasers) the Buyer’s right, title and interest in and to this Agreement, including all rights to receive moneys due and to become due hereunder or pursuant hereto, all rights to receive proceeds of any indemnity, warranty or guaranty with respect hereto, claims for damages arising out of or for breach of or default hereunder, the right to perform hereunder and to compel performance and otherwise exercise all remedies thereunder, and all proceeds of any and all of the foregoing. The Originator agrees that such sale, assignment and transfer is not intended to and does not constitute an assumption by the Administrative Agent or any Purchaser of any obligation of the Buyer, the Servicer or any other Person under or in connection with the land this Agreement or the Receivables Assets, all of which shall remain the obligations and that no covenant liabilities of the Buyer, the Servicer or agreement such other Person, as applicable. Following the occurrence and during the continuance of Landlorda Termination Event, expressed or implied, the Administrative Agent shall be binding upon Landlord except entitled to exercise any and all of the rights and remedies of the Buyer hereunder, including rights to make requests, demands for payment and other demands, determinations and designations, to amend, supplement or modify, to give consents or waivers, and to deliver notices to the Originator, and to receive notices, requests, reports and other information to be delivered to the Buyer, from time to time thereunder; and the Originator shall in all respects comply with and perform in respect of any breach or breaches thereof committed during Landlord’s seisin and ownership such exercise. (c) The Originator acknowledges that, pursuant to the Receivables Purchase Agreement, the Buyer has agreed that, without the prior written consent of the Leased Premises. If Landlord acts as a Trustee Administrative Agent and Required Purchasers, it will not (i) cancel or Trustees terminate this Agreement, or consent to or accept any cancellation or termination hereof, (ii) amend, supplement or otherwise modify any term or condition of a trust in making this Lease only Agreement or give any consent, waiver or approval hereunder, (iii) waive any default under or breach of this Agreement or (iv) take any other action under this Agreement not required by the estate for which Landlord acts terms hereof that would reasonably be expected to impair the ownership interest of the Buyer granted hereunder or the Adverse Claim of the Administrative Agent or any other Financing Party granted thereunder. (d) The Financing Parties and the other Indemnified Parties shall be bound hereby, neither any such Trustee executing this Lease as Landlord nor any shareholder or beneficiary of such trust shall be personally liable for any of the covenants or agreements of Landlord expressed herein or implied hereunder or otherwise because of anything arising from or connected with the use and occupation of the Leased Premises by Tenant. Reference in this Lease to “Landlord” or to “Tenant” and all expressions referring thereto, shall mean the person or persons, natural or corporate, named herein as Landlord or as Tenant, as the case may be, and the heirs, executors, administrators, successors and assigns of such person or persons, and those claiming by, through or under them or any of them, unless repugnant to the context. If Tenant is a partnership or a firm of several persons, natural or corporate, the obligations of each person executing this Lease as Tenant shall be joint and several. Any person who signs this Lease for Tenant or for Landlord in a representative capacity personally warrants and represents that he or she is duly authorized to do so. 15.2 It is further understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Leased Premises for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions third party beneficiaries of this Lease to be observed or performed by the Landlord and any other obligations of Landlord created by or under this Lease, and no other property or assets of the Landlord or of its partners, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant’s remediesAgreement.