Common use of Upgrades and Additions Clause in Contracts

Upgrades and Additions. TSFC may, from time to time, agree with a Lessee under a Lease that the Equipment subject to such Lease shall be upgraded or that additional Eligible Equipment should be added to such Lease. If TSFC and such Lessee amend such Lease to increase the Rent payable thereunder in consideration of such upgrade or addition, SPE may request that Lender finance the additional Lease Proceeds arising under such amendment ( the "Lease Amendment") attributable to such increase in Rent. Not later than ten (10) Business Days after such request, Lender shall give SPE written advice as to whether Lender, in its sole discretion, has elected to finance such additional Lease Proceeds. If Lender fails to give such advice within such ten (10) day period, Lender shall be deemed to have declined to finance such additional Lease Proceeds and shall so advise SPE in writing. If Lender agrees to finance such additional Lease Proceeds, Lender shall, subject to satisfaction of the conditions precedent set forth in Sections 4 and 5, make a Discount Facility Loan in an amount equal to the aggregate increase in Rent effected by the Lease Amendment which remains unpaid as of the applicable Closing Date, but excluding any such increase in Rent which is past due, discounted at the Discount Facility Rate determined on the applicable Closing Date. The Closing Date with respect to such Discount Facility Loan shall be a date agreed upon in writing by Lender and SPE. If Lender agrees to make such a Discount Facility Loan, the Lease Amendment shall be considered a "Lease" for all purposes of this Agreement (including, without limitation, Section 5). If SPE finances such upgrades or additions through a source other than Lender and does not prepay in accordance with Section 3.6, SPE agrees that any security interest granted to a source other than Lender shall not conflict with Lender's security interest.

Upgrades and Additions. TSFC mayIf the Lessee desires to add features to or to enhance the performance of Equipment covered by a Lease by adding or replacing components to the leased Equipment, (an "Upgrade"), SPE shall promptly advise SBCC of the Lessee's intention and offer SBCC the right to finance the Upgrade. Upgrades financed under a contract or agreement separate from time the primary Lease covering the Equipment to timebe upgraded will be offered to SBCC for discounting in the same manner as Leases are offered under this Agreement, agree with a Lessee under Discount Facility Loan Value to be determined at the time the Upgrade is offered. Upgrades which are to be financed by increasing the monthly payments under, or by extensions to the term of, the existing Lease will similarly be offered to SBCC, with a Lease that Discount Facility Loan Value determined at the Equipment subject to such Lease shall be upgraded or that additional Eligible Equipment should be added to such Lease. If TSFC and such Lessee amend such Lease to increase time the Rent payable thereunder in consideration of such upgrade or addition, SPE may request that Lender finance the additional Lease Proceeds arising under such amendment ( the "Lease Amendment") attributable to such increase in RentUpgrade is offered. Not later than ten (10) Business Days after such requestsuch, Lender offering SBCC shall give SPE written advice as to whether LenderSBCC, in its sole discretion, has elected to finance such additional Lease Proceeds. If Lender SBCC fails to give such advice within such ten (10) day period, Lender SBCC shall be deemed to have declined to finance such additional Lease Proceeds and shall so advise SPE in writing. If Lender SBCC agrees to finance such additional Lease Proceeds, Lender SBCC shall, subject to satisfaction of the conditions precedent set forth in Sections 4 and 5, make a Discount Facility Loan in an amount equal to the aggregate increase in Rent effected by the Lease Amendment which remains unpaid as of the applicable Closing Date, but excluding any such increase in Rent which is past due, discounted at the Discount Facility Rate determined on the applicable Closing Date. The Closing Date with respect to such Discount Facility Loan shall be a date agreed upon in writing by Lender SBCC and SPE. If Lender SBCC agrees to make such a Discount Facility Loan, the Lease Amendment shall be considered a "Lease" for all purposes of this Agreement (including, without limitation, Section 5). If SPE finances such upgrades or additions through a source other than Lender and does not prepay in accordance with Section 3.6, SPE agrees that any security interest granted to a source other than Lender shall not conflict with Lender's security interest.Facility

Upgrades and Additions. TSFC may, from time to time, agree with a Lessee under a Lease that the Equipment subject to such Lease shall be upgraded or that additional Eligible Equipment should be added to such Lease. If TSFC and such Lessee amend such Lease to increase the Rent payable thereunder in consideration of such upgrade or addition, SPE may request that Lender finance the additional Lease Proceeds arising under such amendment ( (the "Lease Amendment") attributable to such increase in Rent. Not later than ten (10) Business Days after such request, Lender shall give SPE written advice as to whether Lender, in its sole discretion, has elected to finance such additional Lease Proceeds. If Lender fails to give such advice within such ten (10) day period, Lender shall be deemed to have declined to finance such additional Lease Proceeds and shall so advise SPE in writing. If Lender agrees to finance such additional Lease Proceeds, Lender shall, subject to satisfaction of the conditions precedent set forth in Sections 4 and 5, make a Discount Facility Loan in an amount equal to the aggregate increase in Rent effected by the Lease Amendment which that remains unpaid as of the applicable Closing Date, but excluding any such increase in Rent which that is past due, discounted at the Discount Facility Rate determined on the applicable Closing Date. The Closing Date with respect to such Discount Facility Loan shall be a date agreed upon in writing by Lender and SPE. If Lender agrees to make such a Discount Facility Loan, the Lease Amendment shall be considered a "Lease" for all purposes of this Agreement (including, without limitation, Section 5). If Lender declines to finance a Lease Amendment and if SPE finances elects to finance such upgrades or additions through a source other than Lender, SPE shall either prepay Lender and does not prepay in accordance with Section 3.63.6 or substitute an Eligible Lease satisfactory to Lender for such existing Lease. If Lender declines to finance a Lease Amendment and SPE elects not to substitute the existing Lease and to finance the Lease Amendment itself, SPE agrees that any security interest granted to a source other than Lender it by Lessee shall not conflict with be subject to and subordinate to Lender's security interestinterest in the applicable Equipment, as upgraded, and the applicable Lease, as amended.