Common use of Assignment by Lessor Clause in Contracts

Assignment by Lessor. The Lessor or any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the Assignee.

Assignment by Lessor. The Lessor shall have the unqualified right to assign, pledge, transfer, mortgage or otherwise convey any of its interests hereunder or in any Schedule or any Equipment, in whole or in part, without notice to, or consent of, Lessee. If any Schedule is assigned, Lessee shall: (a) unless otherwise specified by the Lessor and the assignee (Assignee) specified by Lessor, pay all amounts due under the applicable Schedule to such Assignee, notwithstanding any defense, setoff or counterclaim whatsoever that Lessee may have against Lessor or Assignee; (b) not permit the applicable Schedule to be amended or the terms thereof waived without the prior written consent of the Assignee; (c) not require the Assignee to perform any subsequent assignee obligations of Lessor, other than those that are expressly assumed in writing by such Assignee; and (d) execute such acknowledgments thereto as may be requested by Lessor. It is further agreed that: (x) each Assignee shall not sell certificates be entitled to all of participation or other publicly offered securities based on Lease Payments Lessor's rights, powers and privileges under the applicable Schedule, to the extent assigned; (y) any Assignee may reassign its rights and interest under the applicable Schedule with the same force and effect as the assignment described herein; and (z) any payments received by the Lessee. However, for Assignee from Lessee with respect to the purpose of providing funds for financing the purchase assigned portion of the EquipmentSchedule shall, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lesseeextent thereof, discharge the obligations of Lessee to unconditionally pay directly Lessor with respect to any such assignee all Lease Payments and other sums due or to become due under this Agreementthe assigned portion of the Schedule. THE RIGHTS OF LESSEE ACKNOWLEDGES THAT ANY SUCH ASSIGNMENT OR TRANSFER BY LESSOR OR ANY ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST MATERIALLY CHANGE LESSEE'S OBLIGATIONS UNDER THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeASSIGNED SCHEDULE.

Assignment by Lessor. The As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease, Lessee hereby agrees that Lessor may, subject to the provisions of Section 16.03 of this Lease, from time to time and at any time and without the consent of Lessee, engage in all or any subsequent assignee shall not sell certificates combination of participation the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other publicly offered securities based on Lease Payments by Laws: the Lessee. Howeversale, for the purpose assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of providing funds for financing the purchase all, less than all or any portion of the EquipmentProperty or this Lease, Lessor’s right, title and interest in this Lease, the servicing rights with respect to any of the foregoing, or for participations in any other purposeof the foregoing. Without in any way limiting the foregoing, the Lessee agrees parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT); provided, however, that Lessor shall be required to (i) that the Lessor may assign, sell, transfer or encumber all or comply with any part of this Agreement, the Equipment and the Lease Payments hereunderapplicable legal requirements related to such transfer, and (ii) in give Lessee written notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Lessee hereunder. In the event of any such sale or assignment of Lease Payments hereunder and written notice thereof other than a security assignment, Lessee shall attorn to the Lessee, to unconditionally pay directly to any such purchaser or assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee is will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not in default under this Agreementincrease the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and (B) shall not release after the date of such transfer or conveyance, of liability for the performance of any obligation of the Lessor’s Lessor contained herein, except for obligations hereunder or liabilities accrued prior to the extent not assumed by the Assigneesuch assignment or sale.

Assignment by Lessor. The Lessor may unqualifiedly assign this Lease or any subsequent assignee shall not sell certificates of participation Equipment, in whole or in part, including granting or assigning any encumbrance or other publicly offered securities based on interest in this Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase of the or any Equipment, without notice to or for consent of Lessee, to any other purpose, the person (‘Assignee’). No assignment will relieve Lessor of its Lease obligations. Lessee agrees (i) and Lessor acknowledge that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment will not materially change Lessee’s or Lessor’s obligations under this Lease. If Lessor notifies Lessee of Lease Payments hereunder an assignment, Lessee will: (a) unless otherwise directed, absolutely and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become amounts due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSELease to Assignee without abatement, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding reduction, offset, recoupment, crossclaim, counterclaim, or any other defense whatsoever; (b) not permit this Lease to be amended or any of its terms waived without the foregoingwritten consent of Assignee; (c) not require Assignee to perform any obligations of Lessor other than the warranty of quiet enjoyment provided for in Section 23 and any other obligations expressly assumed by the Assignee in writing; and (d) execute such acknowledgments of assignment as may be reasonably requested by Lessor. Assignee will be entitled to all of Lessor’s rights, any such assignment (A) shall be subject to the Lessee’s right to possess powers, and use the Equipment so long as the Lessee is not in default privileges under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder Lease to the extent of the assignment, including the right to make further assignments. Assignee will not assumed be liable for Lessor’s negligence or willful misconduct or breach of Lease, nor will any action or inaction by Lessor affect the Assigneeobligations of Lessee to Assignee under this Lease. Lessor may provide copies of this Lease or related documents or information concerning Lessee and its obligations thereunder to any Assignee or other person.

Assignment by Lessor. The Lessor shall have the unqualified right to assign, pledge, transfer, mortgage or otherwise convey any of its interests hereunder or in any Schedule or any Equipment and Facilities, in whole or in part, without notice to, or consent of, Lessee. If any Schedule is assigned, Lessee shall: (a) unless otherwise specified by the Lessor and the assignee specified by Lessor (the “Assignee”), pay all amounts due under the applicable Schedule to such Assignee, notwithstanding any defense, setoff or counterclaim whatsoever that Lessee may have against Lessor or Assignee; (b) not permit the applicable Schedule to be amended or the terms thereof waived without the prior written consent of the Assignee; (c) not require the Assignee to perform any obligations of Lessor, other than those that are expressly assumed in writing by such Assignee; and (d) execute such acknowledgments thereto as may be requested by Lessor. It is further agreed that: (x) each assignee shall be entitled to all of Lessor’s rights, powers and privileges under the applicable Schedule, to the extent assigned; (y) any Assignee may reassign its rights and interest under the applicable Schedule with the same force and effect as the assignment described herein; and (z) any payments received by the Assignee from Lessee with respect to the assigned portion of the Schedule shall, to the extent thereof, discharge the obligations of Lessee to Lessor with respect to the assigned portion of the Schedule. Lessee acknowledges that any assignment or transfer by Lessor or any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the materially change Lessee’s right to possess and use obligations under the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the Assigneeassigned schedule.

Assignment by Lessor. The Lessor or any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to or any claim which the extent not assumed by Lessee has against the AssigneeLessor.

Assignment by Lessor. The LESSOR MAY (WITH OR WITHOUT NOTICE TO LESSEE) SELL, TRANSFER, ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE, ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE HEREUNDER. In such an event, Lessee shall, upon receipt of written notice, acknowledge any such sale, transfer, assignment or grant of a security interest and shall pay its obligations hereunder or amounts equal thereto to the respective transferee, assignee or secured party in the manner specified in any instructions received from Lessor. Notwithstanding any such sale, transfer, assignment or grant of a security interest by Lessor and so long as no Event of Default shall have occurred hereunder, neither Lessor nor any transferee, assignee or any subsequent assignee secured party shall not sell certificates interfere with Lessee's right of participation use or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase quiet enjoyment of the Equipment. In the event of such sale, transfer, assignment or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber grant of a security interest in all or any part of this AgreementLease and any Schedule hereto, or in the Equipment and the Lease Payments or in sums payable hereunder, as aforesaid, Lessee agrees to execute such documents as may be reasonably necessary to evidence, secure and complete such sale, transfer, assignment or grant of a security interest and to perfect the transferee's, assignee's or secured party's interest therein (iiwith any filing fees at Lessor's expense) in and Lessee further agrees that the event rights of any such assignment of Lease Payments hereunder and written notice thereof to the Lesseetransferee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Seller, which defenses, set-offs and counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Lessor's rights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee’s right to possess and use the Equipment so long as the Lessee is not in default 's duties or obligations under this Agreement, Lease and (B) shall not release any of materially increase the Lessor’s obligations hereunder to the extent not assumed by the Assigneeburdens and risks imposed on Lessee.

Assignment by Lessor. The As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor or may, from time to time and at any subsequent assignee shall not sell certificates time and without the consent of participation or other publicly offered securities based on Lease Payments by the Lessee but subject to Lessee. However’s rights under Article XVIII, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber engage in all or any part combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of the Property, this AgreementLease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the Equipment servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease Payments hereunder, and (ii) or any interest herein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment of Lease Payments hereunder and written notice thereof other than a security assignment, Lessee shall attorn to the Lessee, to unconditionally pay directly to any such purchaser or assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee is will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not in default under this Agreementincrease the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and (B) shall not release after the date of such transfer or conveyance, of liability for the performance of any obligation of the Lessor’s Lessor contained herein, except for obligations hereunder or liabilities accrued prior to the extent not assumed by the Assigneesuch assignment or sale.

Assignment by Lessor. The Lessor or Notwithstanding any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase of the Equipmentprovisions of this Agreement, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sellin whole or in part, transfer Lessor's interest in this Agreement. In the event Lessor assigns this Agreement to a successor owner of the Leased Land, Lessor shall be and is hereby relieved of all liability arising after the consummation of such assignment under any and all covenants and obligations contained in or encumber all derived from this Agreement or arising out of any act, occurrence or omission relating to the Leased Land occurring after the consummation of such assignment, but only upon the condition that, as part of such Assignment, Lessor will cause the Assignee to agree, in writing, to carry out any and all of the covenants and obligations of Lessor under this Agreement occurring after the consummation of Lessor's assignment of its interest in and to this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in . In the event of any such an assignment of Lease Payments Lessor's interest in this Agreement to a Lender, as hereinafter defined, or a designee of a Lender, (i) the assignee shall have no obligation to Lessee hereunder and written notice thereof to the Lesseeother than, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the provided Lessee is not in default under this Agreementhereof, the obligation of quiet enjoyment, (ii) all amounts required to be paid to Lessor hereunder from Lessee shall be paid to the assignee, and (Biii) Lessee shall not release assert against such assignee any of the claims, defenses, setoffs or counterclaims that it might have had against Lessor’s obligations hereunder to the extent not assumed by the Assignee.

Assignment by Lessor. The (a) Lessor may, at its own expense and without the prior consent of Lessee, sell or transfer the Aircraft and assign or transfer all or any subsequent of its rights and obligations under this Agreement to another person or entity, in the sole and absolute discretion of Lessor; PROVIDED, HOWEVER, that such assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees transferee (i) shall be a "citizen of the United States" (as that term is defined in Section 40102(a) (15) of Title 49 of the Lessor may assignUnited States Code), sell(ii) shall not, transfer or encumber all without the written consent of Lessee, be an airline or any part other competitor of this AgreementLessee (or an Affiliate of such airline or competitor), the Equipment and the Lease Payments hereunder, (iii) shall have a net worth of not less than $25,000,000 (or provide a guaranty of all of its obligations hereunder by an entity meeting such net worth requirement). Upon (i) such an assignment becoming effective and (ii) in the event assignee assuming all of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default Lessor's obligations under this Agreement, and Lessor shall be released of any further obligations hereunder. (Bb) shall not release After notice from Lessor of any such sale or transfer of the Aircraft or any assignment or transfer of all or any of the Lessor’s 's rights and obligations hereunder under this Agreement, upon request from Lessor and at Lessor's expense, Lessee shall, as soon as practicable, execute any agreements or other instruments that may be necessary or reasonably requested by Lessor in order to allow, give effect to, or perfect any assignment or transfer of Lessor's rights and obligations under this Agreement (including, without limitation, certificates confirming (to the extent not assumed that such matters are accurate) (i) the continuing truth and accuracy of Lessee's representations as set forth herein, (ii) that no Event of Default has occurred and is continuing, (iii) that no Total Loss has occurred, (iv) that this Agreement is in full force and effect, (v) that the insurance as required pursuant to this Agreement remains in full force and effect with the assignee named as loss payee as required pursuant to Section 11 hereof and added as an Additional Insured as of the assignment, and (vi) such other matters as reasonably requested by the AssigneeLessor). (c) In any instance where a transfer or assignment effected by Lessor is to more than one person, such transferees or assignees shall select an agent who shall act on behalf of all such transferees or assignees and with whom Lessee may deal exclusively, and notify Lessee thereof.

Assignment by Lessor. The Lessor may assign or transfer its rights and interests in the Lease and Property to another party (“Lessor’s Assignee”) either outright or as security for loans. Upon notice of any subsequent assignee such assignment and instructions from Lessor, Lessee shall not sell certificates of participation pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor’s Assignee (or other publicly offered securities based on Lease Payments to another party designated by the LesseeLessor’s Assignee). HoweverUpon any such sale or assignment, for the purpose of providing funds for financing the purchase LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall have all of the Equipmentrights but none of the obligations of Lessor under the assigned Lease, or and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the Lease. Upon any other purposesuch assignment, the Lessee agrees to execute and deliver to Lessor: (i) that estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the Lessor may assign, sell, transfer or encumber all or any part assignment and affirm provisions of this Agreement, the Equipment and the Lease Payments hereunderLease, and (ii) in the event UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) Schedule shall be subject to marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the Lessee’s right to possess transfer and use possession of any counterpart other than the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the Assignee“Original”.

Assignment by Lessor. The LESSOR MAY ASSIGN OR TRANSFER THIS MASTER LEASE OR ANY LEASE ORDER HEREUNDER OR LESSOR'S INTEREST IN THE EQUIPMENT OR GRANT A SECURITY INTEREST THEREIN TO ONE OR MORE ASSIGNEES WITHOUT NOTICE TO LESSEE. Any Assignee of Lessor shall have all of the rights but none of the obligations of Lessor hereunder unless expressly agreed in writing, and Lessee agrees that it will not assert against any Assignee any defense or counterclaim that Lessee may have against Lessor. Lessee shall have no greater obligations to any subsequent assignee Assignee than it had to Lessor at the time of assignment, and such assignment shall not sell certificates of participation limit or other publicly offered securities based on Lease Payments by otherwise restrict the Lesseerights afforded Lessee hereunder. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees hereby (i) consents to such assignments and/or grants, (ii) agrees to promptly execute and deliver UCC financing statements, an Acknowledgment and Consent of Assignment and such further acknowledgments, agreements, certificates and other instruments as may be reasonably requested by Lessor or Assignee to effect such assignments and/or grants. Lessee acknowledges that any assignment or transfer by Lessor made in accordance with the Lessor may assign, sell, transfer or encumber all or any part provisions of this Agreementparagraph shall not materially change Lessee's duties or obligations under this Lease nor materially increase the burdens or risks imposed on Lessee. In the event of an assignment, the Equipment and the Lease Payments all references herein to Lessor shall be deemed to include Assignee. Notwithstanding any such assignment: (i)Lessor shall not be relieved of any of its obligations hereunder, ; and (ii) in the event rights of any such assignment of Lease Payments hereunder Lessee to quiet enjoyment and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any possession of the foregoing, any such assignment (A) Equipment shall not be subject to the Lessee’s right to possess and use the Equipment impaired so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeLease.

Assignment by Lessor. The Lessor may assign or transfer its rights and interests in the Lease and Property to another party ("Lessor's Assignee") either outright or as security for loans (collectively, the "Underwriting"). Upon notice of any subsequent assignee such assignment and instructions from Lessor, Lessee shall not sell certificates of participation pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor's Assignee (or other publicly offered securities based on Lease Payments to another party designated by the LesseeLessor's Assignee). HoweverUpon any such sale or assignment, for the purpose of providing funds for financing the purchase LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor's Assignee shall have all of the Equipmentrights but none of the obligations of Lessor under the assigned Lease, or and after such assignment Lessor shall continue to be responsible for all of Lessor's obligations under the Lease. Upon any other purposesuch assignment, the Lessee agrees to promptly execute and deliver to Lessor: (i) that estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the Lessor assignment, affirm provisions of the Lease, or which may assign, sell, transfer or encumber all or any part of this Agreement, be required to effect the Equipment and the Lease Payments hereunderUnderwriting, and (ii) in the event UCC-1 financing statements or precautionary filings as requested. Only one executed counterpart of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) Schedule shall be subject to marked "Original"; any other executed counterparts shall be marked "Duplicate Original" or "Counterpart". No security interest in any Schedule may be created through the Lessee’s right to possess transfer and use possession of any counterpart other than the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the Assignee"Original".

Assignment by Lessor. The neither Lessor nor any transferee, assignee or any subsequent assignee secured party shall not sell certificates interfere with Lessee's right of participation use or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase quiet enjoyment of the Equipment. In the event of such sale, transfer, assignment or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber grant of security interest in all or any part of this AgreementLease and any Schedule hereto, or in the Equipment and the Lease Payments or in sums payable hereunder, as aforesaid, Lessee agrees to execute such documents as may be reasonably necessary to evidence, secure and (ii) in complete such sale, transfer, assignment or grant of a security interest and to perfect the event transferee's, assignee's or secured Party's interest therein and Lessee further agrees that the rights of any such assignment of Lease Payments hereunder and written notice thereof to the Lesseetransferee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) secured party shall not be subject to any defense, set-off or counterclaim that Lessee may have against Lessor or any other party, including the Supplier, which defenses, set-offs and counterclaims shall be asserted only against such party, and that any such transferee, assignee or secured party shall have all of Lessor's rights hereunder, but shall assume none of Lessor's obligations hereunder. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee’s right to possess ' duties or obligations under this Lease nor materially increase the burdens and use risks imposed on Lessee. Lessee agrees that Lessor may assign or transfer this Lease or Lessor's interest in the Equipment so long as even if said assignment or transfer could be deemed to materially affect the Lessee is not interests of Lessee. Nothing in default under the preceding sentence shall affect or impair the provisions of Section 4, Section 10 or any other provision of this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeLease.

Assignment by Lessor. The Lessee understands and agrees that Lessor or an Assignee may, in one or more transactions, assign, pledge, mortgage, transfer, sell or grant a security interest or otherwise dispose of (collectively an "Assignment" and each party to whom a transfer is made, an "Assignee") all or part of Lessor's interests in any subsequent assignee Supplementary Schedule, (including its right to all or any portion of Rent) this Master Lease and any one or more Leased Items. Such Assignments shall not sell certificates be made subject to the rights of participation or other publicly offered securities based on Lessee under this Master Lease Payments by and the LesseeSupplementary Schedule. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees agrees: (i) that the to execute promptly such acknowledgements, agreements, opinions of counsel and other instruments as may be reasonably requested by Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, Assignee from time to time in connection with such Assignment; and (ii) in to comply fully with the terms of any such Assignment. In the event of any an Assignment, Lessor or Assignee shall notify Lessee of such assignment of Lease Payments hereunder Assignment and written notice thereof each Assignee shall then be entitled to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoingrights, any such assignment (A) shall be subject to powers and privileges of Lessor hereunder or under the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder applicable Supplementary Schedule to the extent these have been assigned. No Assignment shall relieve Lessor of its obligations; no Assignee shall be required to perform Lessor's obligations under this Master Lease or under a Supplementary Schedule except as set forth herein, it being the intent of Lessor to assign the benefits but not assumed by the Assigneeobligations hereunder. Lessor and Lessee acknowledge and agree that no such Assignment shall be deemed materially to impair the prospect of obtaining return performance by, materially to change the duty of, or materially to increase the burden of risk imposed on Lessee hereunder.

Assignment by Lessor. The Lessor If the interests of LESSOR under this Lease shall be transferred voluntarily or any subsequent assignee shall not sell certificates by reason of participation foreclosure or other publicly offered securities based proceedings for enforcement of any first mortgage on Lease Payments by the Lessee. HoweverLeased Premises, LESSEE shall be bound to such transferee (therein sometimes called the "Purchaser") for the purpose of providing funds for financing the purchase balance of the Equipmentterm hereof remaining and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, or for with the same force and effect as if the Purchaser were the LESSOR under this Lease, and LESSEE does hereby agree to attorn to the Purchaser, including the Mortgagee under any other purposesuch mortgage if it be the Purchaser, as its LESSOR, said attornment to be effecting and self-operative without the Lessee agrees (i) that execution of any further instruments upon the Lessor may assign, sell, transfer or encumber all or any part Purchaser succeeding to the interest of the LESSOR under this Lease. The respective rights and obligations of LESSEE and the Purchaser upon such attornment to the extent of the then remaining balance of the term of this AgreementLease and any such extensions and renewals, shall be the Equipment and the Lease Payments hereunder, and (ii) in same as those set forth herein. In the event of any such assignment transfer of Lease Payments hereunder LESSOR'S interests, LESSOR shall be released and written notice thereof relieved from all liability and responsibility thereafter accruing to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due LESSEE under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH Lease or otherwise and LESSOR'S successor by acceptance of rent from LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE hereunder shall become liable and responsible to LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any in respect to all obligations of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default LESSOR under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeLease.

Assignment by Lessor. The Lessor may, without notice to Lessee, assign or sell its interest in, grant a security interest in or otherwise transfer, in whole or in part, this Master Lease, any or all Equipment Schedules, any or all of the Equipment or any subsequent assignee shall not sell certificates of participation its rights, interests or other publicly offered securities based on Lease Payments by the Lessee. Howeverobligations with respect to them, for the purpose of providing funds for financing the purchase of the Equipmentincluding, or for any other purposewithout limitation, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments rental and other sums due or to become due under this Agreementany Schedule to one or more persons or entities (each an "Assignee"). THE RIGHTS OF LESSEE ACKNOWLEDGES THAT ANY SUCH ASSIGNEE ASSIGNMENT OR TRANSFER BY LESSOR SHALL NOT BE SUBJECT TO ANY DEFENSEMATERIALLY IMPAIR LESSEE'S PROSPECT OF OBTAINING RETURN PERFORMANCE BY LESSOR, COUNTERCLAIM MATERIALLY CHANGE LESSEE'S DUTIES OR SET OFF WHICH OBLIGATIONS UNDER THE APPLICABLE EQUIPMENT SCHEDULE, NOR MATERIALLY INCREASE THE BURDENS OR RISKS IMPOSED ON LESSEE. LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER FURTHER AGREES THAT ANY SUCH ASSIGNMENTASSIGNMENT OR TRANSFER SHALL BE PERMITTED EVEN IF IT COULD BE DEEMED TO MATERIALLY EFFECT THE INTERESTS OF LESSEE. Notwithstanding Lessee shall, upon receipt of notice of assignment from Lessor, be bound by any such assignment. Any Assignee shall have all of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess rights and use the Equipment so long as the Lessee is not in default obligations of Lessor under this AgreementMaster Lease and the applicable Equipment Schedule. Upon receipt of notice of any assignment and instructions to do so, Lessee shall pay directly to Assignee all rental and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the Assigneeother sums due under this Master Lease and applicable Equipment Schedule.

Assignment by Lessor. The Lessor shall have the unqualified right to assign, pledge, transfer, mortgage or otherwise convey any of its interests hereunder or in any Schedule or any Equipment, in whole or in part, without notice to, or consent of, Lessee. If any Schedule is assigned, Lessee shall: (a) unless otherwise specified by the Lessor and the assignee (Assignee) specified by Lessor, from and after the effective date of such assignment, pay all amounts due under the applicable Schedule to such Assignee, notwithstanding any defense, setoff or counterclaim whatsoever that Lessee may have against Lessor or any subsequent assignee Assignee (provided that Lessee shall not sell certificates be required to make duplicate payments to Assignee with respect to amounts that Lessor required Lessee to prepay pursuant to the applicable Schedule(s)); (b) not enter into an amendment or waiver of participation or the applicable Schedule without the prior written consent of the Assignee; (c) not require the Assignee to perform any obligations of Lessor, other publicly offered securities based than those that are expressly assumed in writing by such Assignee; and (d) execute such acknowledgments thereto as may be reasonably requested by Lessor. It is further agreed that: (x) each Assignee shall be entitled to all of Lessor's rights, powers and privileges under the applicable Schedule, to the extent assigned; (y) any Assignee may reassign its rights and interest under the applicable Schedule on Lease Payments the same conditions and with the same force and effect as the assignment described herein; and (z) any payments received by the Lessee. However, for Assignee from Lessee with respect to the purpose of providing funds for financing the purchase assigned portion of the EquipmentSchedule shall, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lesseeextent thereof, discharge the obligations of Lessee to unconditionally pay directly Lessor with respect to any such assignee all Lease Payments and other sums due or to become due under this Agreementthe assigned portion of the Schedule. THE RIGHTS OF LESSOR AGREES, AND LESSEE ACKNOWLEDGES, THAT ANY SUCH ASSIGNMENT OR TRANSFER BY LESSOR OR ANY ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST CHANGE LESSEE'S OBLIGATIONS UNDER THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeASSIGNED SCHEDULE.

Assignment by Lessor. The Lessor shall have the unqualified right to assign, pledge, transfer, mortgage or otherwise convey any of its interests hereunder or in any Schedule or any Equipment, in whole or in part, without notice to, or consent of, Lessee, if any Schedule is assigned, Lessee shall: (a) unless otherwise specified by the Lessor and the assignee (Assignee) specified by Lessor, pay all amounts due under the applicable Schedule to such Assignee, notwithstanding any defense, setoff or counterclaim whatsoever that Lessee may have against Lessor or Assignee; (b) not permit the applicable Schedule to be amended or the terms thereof waived without the prior written consent of the Assignee; (c) not require the Assignee to perform any subsequent assignee obligations of Lessor, other than those that are expressly assumed in writing by such Assignee; and (d) execute such acknowledgments thereto as may be requested by Lessor. It is further agreed that: (x) each Assignee shall not sell certificates be entitled to all of participation or other publicly offered securities based on Lease Payments Lessor's rights, powers and privileges under the applicable Schedule, to the extent assigned; (y) any Assignee may reassign its rights and interests under the applicable Schedule with the same force and effect as the assignment described herein; and (z) any payments received by the Lessee. However, for Assignee from Lessee with respect to the purpose of providing funds for financing the purchase assigned portion of the EquipmentSchedule shall, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lesseeextent thereof, discharge the obligations of Lessee to unconditionally pay directly Lessor with respect to any such assignee all Lease Payments and other sums due or to become due under this Agreementthe assigned portion of the Schedule. THE RIGHTS OF LESSEE ACKNOWLEDGES THAT ANY SUCH ASSIGNMENT OR TRANSFER BY LESSOR OR ANY ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST MATERIALLY CHANGE LESSEE'S OBLIGATIONS UNDER THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeASSIGNED SCHEDULE.

Assignment by Lessor. The LESSOR MAY ASSIGN OR TRANSFER THIS MASTER LEASE OR ANY LEASE ORDER HEREUNDER OR LESSOR'S INTEREST IN THE EQUIPMENT OR GRANT A SECURITY INTEREST THEREIN TO ONE OR MORE ASSIGNEES WITHOUT NOTICE TO LESSEE. Any Assignee of Lessor shall have all of the rights but none of the obligations of Lessor hereunder unless expressly agreed in writing, and Lessee agrees that it will not assert against any Assignee any defense or counterclaim that Lessee may have against Lessor. Lessee shall have no greater obligations to any subsequent assignee Assignee than it had to Lessor at the time of assignment, and such assignment shall not sell certificates of participation limit or other publicly offered securities based on Lease Payments by otherwise restrict the Lesseerights afforded Lessee hereunder. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees hereby (i) consents to such assignments and/or grants, (ii) agrees to promptly execute and deliver UCC financing statements, an Acknowledgement and Consent of Assignment and such further acknowledgements, agreements, certificates and other instruments as may be reasonably requested by Lessor or Assignee to affect such assignments and/or grants. Lessee acknowledges that any assignment or transfer by Lessor made in accordance with the Lessor may assign, sell, transfer or encumber all or any part provisions of this Agreementparagraph shall not materially change Lessee's duties or obligations under this Lease nor materially increase the burdens or risks imposed on Lessee. In the event of an assignment, the Equipment and the Lease Payments all references herein to Lessor shall be deemed to include Assignee. Notwithstanding any such assignment: (i) Lessor shall not be relieved of any of its obligations hereunder, and (ii) in the event rights of any such assignment of Lease Payments hereunder Lessee to quiet enjoyment and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any possession of the foregoing, any such assignment (A) Equipment shall not be subject to the Lessee’s right to possess and use the Equipment impaired so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeLease.

Assignment by Lessor. The Lessor or any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding SU CH A SSIG N M EN T. N otw ithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to or any claim which the extent not assumed by Lessee has against the AssigneeLessor.

Assignment by Lessor. The Lessor or any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase (a) All rights of the Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of under this Agreement, Lease and in the Equipment and the Lease Payments hereundercovered thereby may be assigned, and (ii) pledged, mortgaged, transferred or otherwise disposed of, either in the event of any such assignment of Lease Payments hereunder and written whole or in part, without notice thereof to the Lessee, but always subject to unconditionally pay directly the rights of the Lessee under this Lease. The Lessor may, in its sole option, elect to sever this Lease and treat each Lease Schedule as a separate lease, and if this election is made by the Lessor, the Lessee shall, upon the Lessor's request, execute such instruments as may be necessary to confirm the severance of this Lease into more than one lease and shall provide an appropriate estoppel certificate to confirm the absence of any such assignee all defaults by the Lessor under this Lease. (b) If the Lessor assigns this Lease Payments and other sums or the rent due or to become due hereunder or any other interest herein, as security for any of Lessor's indebtedness or otherwise, no breach or default by the Lessor under this AgreementLease shall excuse the Lessee's performance of its obligations hereunder, and the Lessee shall, upon receiving notice of such assignment, pay all rent to the Lessor's assignee. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of The Lessee's obligation to pay the foregoing, any such assignment (A) rent to the Lessor's assignee shall be absolute and unconditional and shall not be subject to any defense or offset, and the Lessor's assignee shall not be obligated to the Lessee to perform any duty, covenant or condition required to be performed by the Lessor under this Lease. (c) No assignment of this Lease by the Lessor shall interfere with the Lessee’s right to possess 's quiet enjoyment and use of the Equipment so long as the Lessee is not in default in performing its obligations under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeLease.

Assignment by Lessor. The Lessor or any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the LesseeLESSEE ACKNOWLEDGES NOTICE THAT LESSOR MAY, IN CONNECTION WITH FINANCING ITS ACQUISITION AND OWNERSHIP OF SOME OR ALL OF THE EQUIPMENT, GRANT PARTICIPATIONS OR SECURITY INTERESTS IN OR SELL OR ASSIGN ITS INTERESTS IN SUCH EQUIPMENT, THIS MASTER LEASING AGREEMENT OR ANY RENT, INTERIM RENT OR OTHER AMOUNTS DUE HEREUNDER. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) Any instrument executed in the event of any connection with such assignment of Lease Payments hereunder and written notice thereof shall contain a provision to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so effect that as long as the Lessee is not in default hereunder or under this Agreementany lease executed pursuant hereto, it shall be entitled to uninterrupted use and (B) shall not release any quiet enjoyment of the Lessor’s Equipment on the terms herein provided. After such assignment the terms and provisions of this Master Leasing Agreement may not be altered, modified or waived without the written consent of such assignee. In connection with such assignment Lessee agrees to execute such documents as Lessor or its assignee may reasonably request, including notices, acknowledgements and financing statements. Lessee agrees to permit Lessor to record this Master Leasing Agreement. Upon the written request of such assignee, the Lessee shall make payment of all Rent, Interim Rent and other payments due hereunder with respect to such assignment to the assignee without abatement, deduction or set off. Such payments shall discharge the obligations of the Lessee to the Lessor hereunder to the extent of such payments. Lessee further covenants and agrees that it will not assumed by assert against Lessor's assignee any defense, counterclaim or set off due to a breach of warranty or otherwise in any action for Rent, Interim Rent or any other amounts due hereunder or for possession of the Assignee.Equipment which is

Assignment by Lessor. The Lessor or Notwithstanding any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase of the Equipmentprovisions of this Agreement, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sellin whole or in part, transfer Lessor's interest in this Agreement. In the event Lessor assigns this Agreement to a successor owner of the Leased Space, Lessor shall be and is hereby relieved of all liability arising after the consummation of such assignment under any and all covenants and obligations contained in or encumber all derived from this Agreement or arising out of any act, occurrence or omission relating to the Leased Space occurring after the consummation of such assignment, but only upon the condition that, as part of such Assignment, Lessor will cause the Assignee to agree, in writing, to carry out any and all of the covenants and obligations of Lessor under this Agreement occurring after the consummation of Lessor's assignment of its interest in and to this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in . In the event of any such assignment of Lease Payments Lessor's interest in this Agreement to a Lender, as hereinafter defined, or a designee of a Lender, (i) the assignee shall have no obligation to Lessee hereunder and written notice thereof to the Lesseeother than, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the provided Lessee is not in default under this Agreementhereof, the obligation of quiet enjoyment, (ii) all amounts required to be paid to Lessor hereunder from Lessee shall be paid to the assignee, and (Biii) Lessee shall not release assert against such assignee any claims, defenses, setoffs of the counterclaims that it might have had against Lessor’s obligations hereunder to the extent not assumed by the Assignee.

Assignment by Lessor. The Lessor If the interests of LESSOR under this Lease shall be transferred voluntarily or any subsequent assignee shall not sell certificates by reason of participation foreclosure or other publicly offered securities based proceedings for enforcement of any first mortgage on Lease Payments by the Lessee. HoweverLeased Premises, LESSEE shall be bound to such transferee (therein sometimes called the “Purchaser”) for the purpose of providing funds for financing the purchase balance of the Equipmenttern hereof remaining and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, or for with the same force and effect as if the Purchaser were the LESSOR under this Lease, and LESSEE does hereby agree to attorn to the Purchaser, including the Mortgagee under any other purposesuch mortgage if it be the Purchaser, as its LESSOR, said attornment to be effective and self-operative without the Lessee agrees (i) that execution of any further instruments upon the Lessor may assign, sell, transfer or encumber all or any part Purchaser succeeding to the interest of the LESSOR under this Lease. The respective rights and obligations of LESSEE and the Purchaser upon such attormnent to the extent of the then remaining balance of the term of this AgreementLease and any such extensions and renewals, shall be the Equipment and the Lease Payments hereunder, and (ii) in same as those set forth herein. In the event of any such assignment transfer of Lease Payments hereunder LESSOR’S interests, LESSOR shall be released and written notice thereof relieved from all liability and responsibility thereafter accruing to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due LESSEE under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH Lease or otherwise and LESSOR’S successor by acceptance of rent from LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE hereunder shall become liable and responsible to LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any in respect to all obligations of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default LESSOR under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeLease.

Assignment by Lessor. The Lessee acknowledges and understands that the terms and conditions of each Equipment Schedule have been fixed by Lessor in anticipation of its ability to sell and assign its interest or any subsequent grant a security interest under each Equipment Schedule and the Equipment Listed therein in whole or in part to a security assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by (the Lessee. However, "Secured Party") for the purpose of providing funds for financing securing a Loan to the purchase Lessor. The Lessor may also sell and assign its rights as owner and Lessor of the EquipmentEquipment under any Equipment Schedule to an assignee (the "Assignee"). After such assignments the term Lessor shall mean, or for as the case may be, such Assignee and/or any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENTSecured Party. Notwithstanding any of the foregoing, any assignment by Lessor shall not relieve Lessor of its obligations to Lessee. The Lessee hereby consents to such assignment (A) or assignments as shall be subject designated by written notice given by Lessor to Lessee and further covenants and agrees that (a) any such Secured Party shall have and be entitled to exercise any and all discretions, rights and powers of Lessor hereunder or under any Equipment Schedule, but such Secured Party shall not be obligated to perform any of the obligations of Lessor hereunder or under any Equipment schedule, provided, however that such Secured Party shall not disturb Lessee’s right to possess 's quiet and use peaceful possession of the Equipment and unrestricted use thereof for its intended purpose during the term hereof so long as the Lessee is not in default under this Agreement, and (B) shall not release of any of the Lessor’s obligations hereunder provisions hereof and such Secured Party continues to the extent not assumed receive all amounts of Monthly Rent payable under such Equipment Schedule; (b) Lessee will pay all Monthly Rent and any and all other amounts payable by the Assignee.Lessee under any Equipment schedule to such Secured Party, notwithstanding any defense or claim of whatever nature, whether by reason of breach of such Equipment Schedule or otherwise which it may or might now or hereafter have as against Lessor (Lessee reserving its right to have recourse directly against Lessor on account of any such defense or claim); and (

Assignment by Lessor. The Lessor If the interests of LESSOR under this Lease shall be transferred voluntarily or any subsequent assignee shall not sell certificates by reason of participation foreclosure or other publicly offered securities based proceedings for enforcement of any first mortgage on Lease Payments by the Lessee. HoweverLeased Premises, LESSEE shall be bound to such transferee (herein sometimes called the “Purchaser”), for the purpose of providing funds for financing the purchase balance of the Equipmentterm hereof remaining and any extensions or renewals thereof which may be effected in accordance with the terms and provisions hereof, or for with the same force and effect as if the Purchaser were the LESSOR under this Lease, and LESSEE does hereby agree to attorn to the Purchaser, including the Mortgagee under any other purposesuch mortgage if it be the Purchaser, as its LESSOR, said attornment to be effective and self-operative without the Lessee agrees (i) that execution of any further instruments upon the Lessor may assign, sell, transfer or encumber all or any part Purchaser succeeding to the interest of the LESSOR under this Lease. The respective rights and obligations of LESSEE and the Purchaser upon such attornment to the extent of the then remaining balance of the term of this AgreementLease and any such extensions and renewals, shall be and are the Equipment and the Lease Payments hereunder, and (ii) in same as those set forth herein. In the event of any such assignment transfer of Lease Payments hereunder LESSOR’S interest, unless LESSOR shall be in breach hereunder, LESSOR shall be released and written notice thereof relieved from all liability and responsibility thereafter accruing to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due LESSEE under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH Lease or otherwise and LESSOR’S successor by acceptance of rent from LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE hereunder shall become liable and responsible to LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any in respect to all obligations of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default LESSOR under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeLease.

Assignment by Lessor. The Lessor or Notwithstanding any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase of the Equipmentprovisions of this Agreement, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sellin whole or in part, transfer Lessor's interest in this Agreement. In the event Lessor assigns this Agreement to a successor owner of the Leased Space, Lessor shall be and is hereby relieved of all liability arising after the consummation of such assignment under any and all covenants and obligations contained in or encumber all derived from this Agreement or arising out of any act, occurrence or omission relating to the Leased Space occurring after the consummation of such assignment, but only upon the condition that, as part of such Assignment, Lessor will cause the Assignee to agree, in writing, to carry out any and all of the covenants and obligations of Lessor under this Agreement occurring after the consummation of Lessor's assignment of its interest in and to this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in . In the event of any such an assignment of Lease Payments Lessor's interest in this Agreement to a Lender, as hereinafter defined, or a designee of a Lender, (i) the assignee shall have no obligation to Lessee hereunder and written notice thereof to the Lesseeother than, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the provided Lessee is not in default under this Agreementhereof, the obligation of quiet enjoyment, (ii) all amounts required to be paid to Lessor hereunder from Lessee shall be paid to the assignee, and (Biii) Lessee shall not release assert against such assignee any of the claims, defenses, setoffs or counterclaims that it might have had against Lessor’s obligations hereunder to the extent not assumed by the Assignee.

Assignment by Lessor. The LESSOR MAY ASSIGN OR TRANSFER THIS MASTER LEASE OR ANY LEASE ORDER HEREUNDER OR LESSOR'S INTEREST IN THE EQUIPMENT OR GRANT A SECURITY INTEREST THEREIN TO ONE OR MORE ASSIGNEES WITHOUT NOTICE TO LESSEE. Any Assignee of Lessor shall have all of the rights but none of the obligations of Lessor hereunder unless expressly agreed in writing, and Lessee agrees that it will not assert against any Assignee any defense or counterclaim that Lessee may have against Lessor. Lessee shall have no greater obligations to any subsequent assignee Assignee than it had to Lessor at the time of assignment, and such assignment shall not sell certificates of participation limit or other publicly offered securities based on Lease Payments by otherwise restrict the Lesseerights afforded Lessee hereunder. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees hereby (i) consents to such assignments and/or grants, (ii) agrees to promptly execute and deliver UCC financing statements, an Acknowledgment and Consent of Assignment and such further acknowledgments, agreements, certificates and other instruments as may be reasonably requested by Lessor or Assignee to effect such assignments and/or grants. Lessee acknowledges that any assignment or transfer by Lessor made in accordance with the Lessor may assign, sell, transfer or encumber all or any part provisions of this Agreementparagraph shall not materially change Lessee's duties or obligations under this Lease nor materially increase the burdens or risks imposed on Lessee. In the event of an assignment, the Equipment and the Lease Payments all references herein to Lessor shall be deemed to include Assignee. Notwithstanding any such assignment: (i) Lessor shall not be relieved of any of its obligations hereunder, ; and (ii) in the event rights of any such assignment of Lease Payments hereunder Lessee to quiet enjoyment and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any possession of the foregoing, any such assignment (A) Equipment shall not be subject to the Lessee’s right to possess and use the Equipment impaired so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeLease.

Assignment by Lessor. The Lessor or any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the ofthe Lessor’s obligations hereunder to the extent not assumed by the Assignee.

Assignment by Lessor. The Lessee understands and agrees that Lessor or any subsequent assignee -------------------- Assignee may, in one or more transactions, assign, pledge, mortgage, transfer, sell or grant a security interest or otherwise dispose of (collectively an " Assignment" and each party to whom a transfer is made, an " Assignee") all or part of Lessor's interest in any Supplementary Schedule, (including its right to all or any portion of Rent) this Master Lease and anyone or more Leased Items. Such Assignments shall not sell certificates be made subject to the rights of participation or other publicly offered securities based on Lessee under this Master Lease Payments by and the LesseeSupplementary Schedule. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees agrees: (i) that the to execute promptly such acknowledgments, agreements, opinions of counsel and other instruments as may be reasonably requested by Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, Assignee from time to time in connection with such Assignment; and (ii) in to comply fully with the terms of any such Assignment. In the event of any an Assignment, Lessor or Assignee shall notify Lessee of such assignment of Lease Payments hereunder Assignment and written notice thereof each Assignee shall then be entitled to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoingrights, any such assignment (A) shall be subject to powers and privileges of Lessor hereunder or under the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder applicable Supplementary Schedule to the extent these have been assigned. No Assignment shall relieve Lessor of its obligation's; no Assignee shall be required to perform Lessor's obligations under this Master Lease or under a Supplementary Schedule except as set forth herein, it being the intent of Lessor to assign the benefits but not assumed by the Assigneeobligations hereunder. Lessor and Lessee acknowledge and agree that no such Assignment shall be deemed materially to impair the prospect of obtaining return performance by, materially to change the duty of, or materially to increase the burden of risk imposed on Lessee hereunder.

Assignment by Lessor. The LESSOR MAY ASSIGN OR TRANSFER THIS MASTER LEASE OR ANY LEASE ORDER HEREUNDER OR LESSOR'S INTEREST IN THE EQUIPMENT OR GRANT A SECURITY INTEREST THEREIN TO ONE OR MORE ASSIGNEES WITHOUT NOTICE TO LESSEE. Any Assignee of Lessor shall have all of the rights but none of the obligations of Lessor hereunder unless expressly agreed in writing, and Lessee agrees that it will not assert against any Assignee any defense or counterclaim that Lessee may have against Lessor. Lessee shall have no greater obligations to any subsequent assignee Assignee than it had to Lessor at the time of assignment and such assignment shall not sell certificates of participation limit or other publicly offered securities based on Lease Payments by otherwise restrict the Lesseerights afforded Lessee hereunder. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees hereby (i) consents to such assignments and/or grants, (ii) agrees to promptly execute and deliver UCC financing statements, an Acknowledgment and Consent of Assignment and such further acknowledgments, agreements, certificates and other instruments as may be reasonably requested by Lessor or Assignee to effect such assignments and/or grants. Lessee acknowledges that any assignment or transfer by Lessor made in accordance with the Lessor may assign, sell, transfer or encumber all or any part provisions of this Agreement, paragraph shall not materially change Lessee's duties or obligations under this Lease nor materially increase the Equipment and burdens or risks imposed on Lessee. In the Lease Payments event of an assignment all references herein to Lessor shall be deemed to include Assignee. Notwithstanding any such assignment: (i) Lessor shall not be relieved of any of its obligations hereunder, ; and (ii) in the event rights of any such assignment of Lease Payments hereunder Lessee to quiet enjoyment and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any possession of the foregoing, any such assignment (A) Equipment shall not be subject to the Lessee’s right to possess and use the Equipment impaired so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeLease.

Assignment by Lessor. The LESSOR MAY ASSIGN OR TRANSFER THIS MASTER LEASE OR ANY SCHEDULE HERETO OR LESSOR’S INTEREST IN THE EQUIPMENT OR GRANT A SECURITY INTEREST THEREIN TO ONE OR MORE ASSIGNEES WITHOUT NOTICE TO LESSEE. Any Assignee of Lessor shall have all of the rights but none of the obligations of Lessor hereunder unless expressly agreed in writing, and Lessee agrees that it will not assert against any Assignee any defense, counterclaim or offset that Lessee may have against Lessor. Lessee shall have no greater obligations to any subsequent assignee Assignee than it had to Lessor at the time of assignment, and such assignment shall not sell certificates of participation limit or other publicly offered securities based on Lease Payments by otherwise restrict the Lesseerights afforded Lessee hereunder. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees hereby (i) that the Lessor may assignconsents to such assignments and/or grants, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) agrees to promptly execute and deliver such further acknowledgements, agreements, and other instruments as may be reasonably requested by Lessor or Assignee to effect such assignments and/or grants from time to time as each Schedule is executed and (iii) agrees to comply fully with the terms of any such assignments and/or grants. Lessee acknowledges that any assignment or transfer by Lessor made in accordance with the provisions of this Section shall not materially change Lessee’s duties or obligations under this Lease nor materially increase the burdens or risks imposed on Lessee. In the event of any such assignment of Lease Payments hereunder and written notice thereof an assignment, all references herein to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) Lessor shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the include Assignee.

Assignment by Lessor. The Lessor or any subsequent assignee shall not sell certificates of participation ofparticipation or other publicly offered o fered securities based on Lease Payments by the Lessee. However, for the purpose of providing ofproviding funds for financing the purchase of the ofthe Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this ofthis Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any ofany such assignment of Lease Payments hereunder and written notice thereof to thereofto the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the ofthe foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the ofthe Lessor’s obligations hereunder to the extent not assumed by the Assignee.

Assignment by Lessor. The Lessor Lessee acknowledges Lessor's intent to have the ability to sell and assign its interest, or any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the Lessee. However, grant a security interest for the purpose of providing funds securing an obligation, in and to each Equipment Schedule and the Equipment listed therein in whole or in part to a security assignee (a "Secured Party") for financing the purchase purpose of securing a loan to Lessor. Lessor may also sell and assign its rights as owners and lessor of the Equipment under any Equipment Schedule to an assignee (an "Assignee") which, at the option of Lessor or the Assignee, may be represented by a bank or trust company acting as a trustee in which case such trustee shall be the Assignee. After such assignments, the term Lessor shall mean, as the case may be, such Assignee or trustee and any Secured Party. Lessee hereby consents to such assignments and shall acknowledge such assignment or assignments as shall be designated by written notice, hereto, given by Lessor to Lessee and further covenants and agrees that: (a) Any such Secured Party or Assignee shall have and be entitled to exercise any and all discretions, rights and powers of Lessor hereunder or under any equipment Schedule, but such Secured Party or Assignee shall not be obligated to perform any of the obligations of Lessor hereunder or under any Equipment Schedule. However, any such Secured Party or Assignee shall covenant that it will not disturb Lessee's quiet and peaceful possession of such Equipment or its unrestricted use thereof for its intended purpose during the term hereof so long as no Event of Default has occurred and is continuing hereunder. (b) Lessee shall pay to such Secured Party or Assignee as shall be designated in such notice, all Rent and any and all other amounts designated in such notice which are payable by Lessee under any Equipment Schedule, notwithstanding any defense, counterclaim, recoupment or setoff of whatever nature, whether by reason of breach of such Equipment Schedule or otherwise, which it may or might now or hereafter have against Lessor (Lessee reserving its right to have recourse directly against Lessor on account of any such defense or claim). (c) Lessee will execute and deliver such further documentation as such Secured Party or Assignee may reasonably require to perfect or further the assignments contemplated by this Section 6.2. (d) Subject to and without impairment of Lessee's leasehold rights in and to the Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, holds the Equipment and the Lease Payments hereunder, and (ii) in the event of any for such assignment of Lease Payments hereunder and written notice thereof Secured Party or Assignee to the Lessee, to unconditionally pay directly to any extent of such assignee all Lease Payments and other sums due Secured Party's or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENTAssignee's rights therein. Notwithstanding any of the foregoing, upon expiration of the Initial Term or any such assignment (A) extension thereof, Lessee shall be subject to the Lessee’s right to possess and use return the Equipment so long as pursuant to Section 10 upon the Lessee is not in default under this Agreement, and direction of Lessor. (Be) shall not release Notwithstanding any assignment of the Lessor’s obligations 's rights hereunder to the extent not assumed by the an Assignee, Secured Party or any other person or entity, Lessor agrees that it shall remain principally responsible and obligated to perform all of Lessor's obligations and agreements hereunder.

Assignment by Lessor. The Lessee acknowledges and understands that the terms and conditions of each Equipment Schedule have been fixed by Lessor in anticipation of its ability to sell and assign its interest or any subsequent grant a security interest under each Equipment Schedule and the Equipment listed therein in whole or in part to a security assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by (the Lessee. However, "Secured Party") for the purpose of providing funds for financing securing a loan to the purchase Lessor. The Lessor may also sell and assign its rights as owner and lessor of the EquipmentEquipment under any Equipment Schedule to an assignee (the "Assignee"). After such assignments the term Lessor shall mean, or for as the case may be, such Assignee and/or any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENTSecured Party. Notwithstanding any of the foregoing, any assignment by Lessor shall not relieve Lessor of its obligations to Lessee. The Lessee hereby consents to such assignment (A) or assignments as shall be subject designated by written notice given by Lessor to Lessee and further covenants and agrees that (a) any such Secured Party shall have and be entitled to exercise any and all discretions, right and powers of Lessor hereunder or under any Equipment Schedule, but such Secured Party shall not be obligated to perform any of the obligations of Lessor hereunder or under any Equipment Schedule, provided, however that such Secured Party shall not disturb Lessee’s right to possess 's quiet and use peaceful possession of the Equipment and unrestricted use thereof for its intended purpose during the term hereof so long as the Lessee is not in default under this Agreement, and (B) shall not release of any of the Lessor’s obligations hereunder provisions hereof and such Secured Party continues to the extent not assumed receive all amounts of Monthly Rent payable under such Equipment Schedule; (b) Lessee will pay all Monthly Rent and any and all other amounts payable by the Assignee.Lessee under any Equipment Schedule to such Secured Party, notwithstanding any defense or claim of whatever nature, whether by reason of breach of such Equipment Schedule or otherwise which it may or might now or hereafter have as against Lessor (Lessee reserving its right to have recourse directly against Lessor on account of any such defense or claim); and (

Assignment by Lessor. The Lessor or any subsequent assignee shall not sell certificates of participation or other publicly offered securities based on Lease Payments by the LesseeLESSOR MAY WITHOUT THE CONSENT OF OR NOTICE TO LESSEE, ASSIGN, SELL OR ENCUMBER ALL OR ANY PART OF THIS LEASE AGREEMENT, ANY SCHEDULE, THE EQUIPMENT AND THE PAYMENTS AND OTHER AMOUNTS DUE HEREUNDER OR THEREUNDER, OR THE RIGHT TO ENTER INTO ANY SCHEDULE. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in In the event of any such assignment of Lease Payments hereunder and written notice thereof direction by Lessor to the Lessee, to unconditionally Lessee shall pay directly to any such assignee without abatement, deduction or set-off all Lease Payments and other sums due or to become due under this Lease Agreement. THE RIGHTS OF Lessee also agrees to confirm in writing receipt of the notice of assignment as may be reasonably requested by assignee. ANY SUCH ASSIGNEE SHALL HAVE ALL OF THE RIGHTS, BUT NONE OF THE OBLIGATIONS (UNLESS ASSUMED BY SUCH ASSIGNEE), OF LESSOR UNDER THIS LEASE AGREEMENT, AND LESSEE SHALL NOT BE SUBJECT TO ASSERT AGAINST ANY SUCH ASSIGNEE ANY DEFENSE, COUNTERCLAIM COUNTERCLAIMS OR SET SET-OFF WHICH LESSEE MAY HAVE AGAINST THE LESSORLESSOR FOR ANY REASON WHATSOEVER. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any Any such assignment (A) shall be subject to the Lessee’s Lessees right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder pursuant to the extent not assumed by the AssigneeSection 11.

Assignment by Lessor. The Lessor or any subsequent assignee may not without prior written consent by Lessee, which consent shall not sell certificates unreasonably withheld, assign or transfer its rights and interests in the Lease and Property to another party ("Lessor's Assignee") either outright or as security for loans (collectively, the "Underwriting"). Upon notice of participation any such assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to the Lessor's Assignee (or other publicly offered securities based on Lease Payments to another party designated by the LesseeLessor's Assignee). HoweverUpon any such sale or assignment, for the purpose of providing funds for financing the purchase LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor's Assignee shall have all of the Equipmentrights but none of the obligations of Lessor under the assigned Lease, or and after such assignment Lessor shall continue to be responsible for all of Lessor's obligations under the Lease. Upon any other purposesuch assignment, the Lessee agrees to promptly execute and deliver to Lessor: (i) that estoppel certificates, acknowledgments of assignment and other documents requested by Lessor which acknowledge the Lessor assignment, affirm provisions of the Lease, or which may assign, sell, transfer or encumber all or any part of this Agreement, be required to effect the Equipment and the Lease Payments hereunderUnderwriting, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due commercial code or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long regulatory required financing statements or precautionary filings as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the Assigneerequested.

Assignment by Lessor. The LESSOR MAY ASSIGN OR TRANSFER THIS LEASE AGREEMENT OR ANY LEASE ORDER HEREUNDER OR LESSOR'S INTEREST IN THE EQUIPMENT OR GRANT A SECURITY INTEREST THEREIN TO ONE OR MORE ASSIGNEES WITHOUT NOTICE TO LESSEE. Any Assignee of Lessor shall have all of the rights but none of the obligations of Lessor hereunder unless expressly agreed in writing, and Lessee agrees that it will not assert against any Assignee any defense or counterclaim that Lessee may have against Lessor, Lessee shall have no greater obligations to any subsequent assignee Assignee than it had to Lessor at the time of assignment, and such assignment shall not sell certificates of participation limit or other publicly offered securities based on Lease Payments by otherwise restrict the Lesseerights afforded Lessee hereunder. However, for the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, the Lessee agrees hereby (i) consents to such assignments and/or grants, (ii) agrees to promptly execute and deliver an Acknowledgment and Consent of Assignment and such further acknowledgments, agreements, certificates and other instruments as may be reasonably requested by Lessor or Assignee to effect such assignments and/or grants. Lessee acknowledges that any assignment or transfer by Lessor made in accordance with the Lessor may assign, sell, transfer or encumber all or any part provisions of this Agreementparagraph shall not materially change Lessee's duties or obligations under this Lease Agreement nor materially increase the burdens or risks imposed on Lessee. In the event of an assignment, the Equipment and the Lease Payments all references herein to Lessor shall be deemed to include Assignee. Notwithstanding any such assignment: (i) Lessor shall not be relieved of any of its obligations hereunder, ; and (ii) in the event rights of any such assignment of Lease Payments hereunder Lessee to quiet enjoyment and written notice thereof to the Lessee, to unconditionally pay directly to any such assignee all Lease Payments and other sums due or to become due under this Agreement. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any possession of the foregoing, any such assignment (A) Equipment shall not be subject to the Lessee’s right to possess and use the Equipment impaired so long as the Lessee is not in default under this Lease Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the Assignee.

Assignment by Lessor. The Lessor shall have the unqualified right to assign, pledge, transfer, mortgage or otherwise convey any of its interests hereunder or in any Schedule or any Equipment, in whole or in part, without notice to, or consent of, Lessee. If any Schedule is assigned, Lessee shall: (a) unless otherwise specified by the Lessor and the assignee (Assignee) specified by Lessor, pay all amounts due under the applicable Schedule to such Assignee, notwithstanding any defense, setoff or counterclaim whatsoever that Lessee may have against Lessor or Assignee; (b) not permit the applicable Schedule to be amended or the terms thereof waived without the prior written consent of the Assignee; (c) not require the Assignee to perform any subsequent obligations of Lessor, other than those that are expressly assumed in writing by such assignee; and (d) execute such acknowledgments thereto as may be requested by Lessor. It is further agreed that: (x) each assignee shall not sell certificates be entitled to all of participation or other publicly offered securities based on Lease Payments Lessor's rights, powers and privileges under the applicable Schedule, to the extent assigned; (y) any Assignee may reassign its rights and interest under the applicable Schedule with the same force and effect as the assignment described herein; and (z) any payments received by the Lessee. However, for Assignee from Lessee with respect to the purpose of providing funds for financing the purchase assigned portion of the EquipmentSchedule shall, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lesseeextent thereof, discharge the obligations of Lessee to unconditionally pay directly Lessor with respect to any such assignee all Lease Payments and other sums due or to become due under this Agreementthe assigned portion of the Schedule. THE RIGHTS OF LESSEE ACKNOWLEDGES THAT ANY SUCH ASSIGNMENT OR TRANSFER BY LESSOR OR ANY ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST MATERIALLY CHANGE LESSEE'S OBLIGATIONS UNDER THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeASSIGNED SCHEDULE.

Assignment by Lessor. The Lessor shall have the unqualified right to assign pledge, transfer, mortgage or otherwise convey any of its interests hereunder or in any Schedule or any Equipment, in whole or in part, without notice to, or consent of, Lessee. If any Schedule is assigned, Lessee shall: (a) unless otherwise specified by the Lessor and the assignee (Assignee) specified by Lessor pay all amounts due under the applicable Schedule to such Assignee, notwithstanding any defense, setoff or counterclaim whatsoever that Lessee may have against Lessor or Assignee; (b) not permit the applicable Schedule to be amended or the terms thereof waived without the prior written consent of the Assignee; (c) not require the Assignee to perform any subsequent assignee obligations of Lessor, other than those that are expressly assumed in writing by such Assignee; and (d) execute such acknowledgments thereto as may be requested by Lessor. It is further agreed that: (x) each Assignee shall not sell certificates be entitled to all of participation or other publicly offered securities based on Lease Payments Lessor's rights, powers and privileges under the applicable Schedule, to the extent assigned; (y) any Assignee may reassign its rights and interests under the applicable Schedule with the same force and effect as the assignment described herein; and (z) any payments received by the Lessee. However, for Assignee from Lessee with respect to the purpose of providing funds for financing the purchase assigned portion of the EquipmentSchedule shall, or for any other purpose, the Lessee agrees (i) that the Lessor may assign, sell, transfer or encumber all or any part of this Agreement, the Equipment and the Lease Payments hereunder, and (ii) in the event of any such assignment of Lease Payments hereunder and written notice thereof to the Lesseeextent thereof, discharge the obligations of Lessee to unconditionally pay directly Lessor with respect to any such assignee all Lease Payments and other sums due or to become due under this Agreementthe assigned portion of the Schedule. THE RIGHTS OF LESSEE ACKNOWLEDGES THAT ANY SUCH ASSIGNMENT OR TRANSFER BY LESSOR OR ANY ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET OFF WHICH LESSEE MAY HAVE AGAINST MATERIALLY CHANGE LESSEE'S OBLIGATIONS UNDER THE LESSOR. BUT THE LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF THE LESSOR HEREUNDER OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, any such assignment (A) shall be subject to the Lessee’s right to possess and use the Equipment so long as the Lessee is not in default under this Agreement, and (B) shall not release any of the Lessor’s obligations hereunder to the extent not assumed by the AssigneeASSIGNED SCHEDULE.