Common use of Successors and Assigns; Assignment Clause in Contracts

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of the Agent and its successors and assigns. (b) All of the covenants of this Mortgage shall run with the Land and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisable.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon upon, the Borrower successors, permitted assigns, heirs, executors and its successors and assigns (including, without limitation, each and every record owner from time to time administrators of the Mortgaged Property or any other person having an interest therein), parties hereto and shall inure to the benefit of the Agent and its successors and assigns. (b) All be enforceable by each Person who shall be a holder of the covenants of this Mortgage shall run with the Land and be binding on any successor owners of the LandShares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage This Agreement may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have a party hereto without the right to sell, assign or transfer portions prior written consent of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including party hereto; provided that Silver Lake may, upon written notice thereof to the sale of participation interests therein), Company and without the consent of the Company or approval any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of Borrowerthis Agreement as an "Investor", assign its rights and Borrower agrees obligations hereunder (i) to cooperate in all respects any of its Affiliates and/or (ii) with Agent in connection therewithrespect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, includingReplacement Warrants (if any), without limitationSubsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the execution provisions of all documents Articles I, II and instruments reasonably requested IX hereof shall be assignable by Agent or such transferee provided that such documents and instruments do not materially adversely affect any holder of Borrower’s duties or obligations under Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the Loan Documents. The Agent is authorized to make consent of any other party hereto) to any assignee or prospective assignee Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Loan or Standstill Agreement. For the Loan Documentsavoidance of doubt, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisableSilver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. (a) This Mortgage The terms and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time conditions of the Mortgaged Property or any other person having an interest therein), and this Agreement shall inure to the benefit of and be binding upon the Agent respective successors and its assigns of the Parties. Unless clearly inapplicable, all references in this Agreement to a Party shall be deemed to include any such Party’s successors and assigns. No Party to this Agreement will have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that (i) Licensee shall be permitted to assign its rights or obligations under this Agreement to any Affiliate of Licensee, and (ii) in the event of sale or transfer by Licensee of all or substantially all of its assets, this Agreement may be assigned to any successor or assignee thereof, except that the rights and obligations under this Agreement may not be assigned by Licensee in connection therewith without Licensor’s prior written consent prior to September 30, 2018, unless at the time of such assignment (y) the Enterprise Value (as defined below) of Licensee and the Pharmaceutical Affiliate on a consolidated basis in connection with such sale transaction equals or exceeds fifty million dollars ($50,000,000), or (z), the combined Enterprise Value of TO LLC, the Pharmaceutical Affiliate and Licensee, in each case on a consolidated basis, equals or exceeds two hundred fifty million dollars ($250,000,000). (b) All For purposes of this Section 16.6, the “Enterprise Value” of the covenants Pharmaceutical Affiliate, TO LLC and Licensee shall be equal to (i) the pre-transaction value of such company in connection with or immediately prior to the sale of such company or its business (whether in connection with a sale of membership interests, or assets or a merger or consolidation) or (ii) if no such sale transaction has occurred, then the post-transaction value in connection with its most recent financing transaction; provided, however; that if the Parties do not agree on the determination of such Enterprise Value within ten (10) Business Days from the date that a proposed assignment by a Party subject to this Mortgage Section 16.6 is disclosed by such Party to the other Party, then the determination thereof shall run be made by the appointment by mutual agreement of an impartial United States recognized firm of independent certified public accountants or recognized valuation professionals (a “Valuator”), which Valuator shall be instructed to deliver a detailed report containing its calculation of the Enterprise Value (in connection with which calculation of Enterprise Value of the Valuator shall not include any minority discount) and within thirty (30) days after its engagement, which Valuator’s determination of Enterprise Value shall be final and binding. If one or more of the Parties objects or does not agree to the appointment of a Valuator within ten (10) Business Days after request by the other Party, the selection of the Valuator shall be submitted to binding arbitration pursuant to Section 16.5 hereof. The decision of the Valuator may be entered in any court having jurisdiction in New York and the costs and expenses incurred in connection with the Land and arbitration shall be binding on any successor owners of borne equally by the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereofParties. (c) The rights For purposes of this Section 16.6 and obligations only this Section 16.6, a merger, consolidation or similar business combination as a result of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower which the members or stockholders owning a majority of the voting power of a company prior to the consummation thereof own less than a majority of the voting power of the surviving company in connection with such transaction shall be null and void. Agent shall have the right considered to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the be a sale of participation interests therein), without all or substantially all the consent or approval assets of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablecompany.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof Agreement shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein)upon, and shall inure to the benefit of of, the Agent parties hereto and its their respective successors and assigns. (b) All of . Without limiting Karlsson’s rights under the covenants of this Mortgage shall run with the Land and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the BorrowerLoan Documents, the Agent Karlsson may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent of any Person, assign this Agreement and its rights hereunder and under any other Loan Document to any Person at any time; provided, however, that, it shall be a condition precedent to any assignment hereunder as a result of which there will be multiple simultaneous holders of the Note and/or the related rights under the Loan Documents that such holders shall have put in place, between or approval among themselves, a written agreement (an “Agency Agreement”), which includes agency provisions pursuant to the terms of Borrowerwhich a single administrative agent (the “Administrative Agent”) is appointed, with which Prospect DE and its affiliates will solely interface with respect to all rights and obligations under the Note and the Loan Documents, and Borrower to which Prospect DE and its affiliates will remit all payments hereunder, and which Agency Agreement will provide for the Administrative Agent to provide Prospect DE with a copy of the Agency Agreement, and any amendments thereto, upon execution of the same; and provided further that the assignee agrees to cooperate in all respects be bound by the provisions of Sections 5(b)(3)-(5) the Fourth Extension Agreement. The Prospect Parties agree that, for purposes of this Agreement, an “assignment” shall be deemed to include, but not be limited to, a sale, a contribution to a new or existing entity, or an exchange with Agent in connection therewithany such entity, or any other transfer for any medium of value, including, without limitation, equity securities, royalty interests, property rights or any form of contingent consideration and notwithstanding whether such assignment is effected in a private sale or under judicial supervision. Notwithstanding anything to the execution contrary in any Loan Document or in the Purchase Agreement, but subject to the provisions of all documents this Section 19, Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may actively solicit any Person to be a purchaser, or to be a counterparty to an assignment, of the Note (whether such potential purchaser, or counterparty to an assignment, of the Note wishes to purchase, or receive the assignment of, the Note and instruments reasonably requested by Agent the Loan Documents in a free-standing transaction or contemplates such transferee provided that such documents and instruments do not materially adversely affect purchase, or receipt of an assignment, of the Note as a part of a larger transaction or series of transactions involving any Prospect Party or any of Borrowerits assets). Karlsson or any director, shareholder, employee, Affiliate or Representative (each as defined in the Purchase Agreement) or agent of Karlsson (each, a “Karlsson Party”) may, in connection with (A) Karlsson’s duties efforts to sell, assign or obligations under otherwise dispose of the Note; (B) any restructuring of the indebtedness represented by the Note and the Loan Documents. The Agent ; or (C) any “assignment” (as defined in the Note), disclose any information related to Parent or any of its subsidiaries as such Karlsson Party shall deem appropriate in its sole discretion; provided, however, that prior to providing any non-public information regarding Parent or any of its subsidiaries, Karlsson shall obtain from the person to which disclosure is authorized to make be made an executed confidentiality agreement which shall provide that (i) such person agrees to any assignee or prospective assignee be bound by the terms of Section 5.06 of the Loan or Purchase Agreement, and (ii) Parent and its subsidiaries are intended third party beneficiaries of such confidentiality agreement. This Section 19 of this Agreement amends, supersedes and replaces Section 19 of the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisableThird Extension Agreement.

Successors and Assigns; Assignment. Except to the extent set forth herein, Alon Brands will not sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Agreement. Following the Closing, the Investor may sell, assign and transfer its rights hereunder only to its Permitted Transferees (a) This Mortgage as defined below); provided that each such transferee shall be, and each shall expressly agree to be, bound by this Agreement to the same extent as the Investor as if such transferee were an original party to this Agreement and every provision hereof provided further that any costs and expenses of any nature, including but not limited to taxes, associated with such transfer shall be borne by the Investor. No sale, assignment, transfer or other conveyance of any or all of the rights and interests of the Investor hereunder or in the Note shall amend, modify or otherwise adversely affect in any respect the rights of Alon Brands under or arising pursuant to this Agreement or the Note or increase the obligations of Alon Brands, or impose additional obligations on Alon Brands, under or with respect to this Agreement or the Note. Except as otherwise expressly limited herein, this Agreement shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of and be enforceable by the Agent Investor and its Alon Brands and their respective permitted successors and assigns. (b) All . Any determination or decision regarding the compliance of Alon Brands with the terms of one or more of this Agreement or the Note, the existence of any default or Event of Default hereunder, the acceleration of the covenants maturity of the Loan, the waiver of any default or Event of Default hereunder or of compliance with any agreement or covenant of Alon Brands in this Agreement or the Note or with respect to any other matters relating to the administration of this Mortgage Loan Agreement or the Note and the determination and agreement to amend the terms of this Agreement or the Note shall run with be made by the Land Investor notwithstanding the sale, assignment, transfer or other conveyance of any right or interest in or under this Agreement or the Note by the Investor or any Permitted Transferee to any Permitted Transferee or other Person, and the determinations, decisions and actions of the Investor in any and all such matters and regards, including as to the amendment of this Agreement or the Note shall be final, conclusive and binding on any successor owners of and all Persons purchasing, having assigned or transferred to them or otherwise acquiring any or all rights and interests in, under or to this Agreement or the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice Note to the Borrower, deal with same extent as if such successor Person or successors Persons expressly agreed thereto in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunderwriting. The Borrower will give immediate written notice to the Agent By their acceptance of any conveyancesuch interest or right, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The each such Person acquiring any such rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower specifically agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, be bound by the execution foregoing terms of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablethis Agreement.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of the Agent and its successors and assigns. (b) All of the covenants of this Mortgage shall run with the Land and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned the Parties hereunder shall attach to their successors and any purported assignment by Borrower shall be null and voidpermitted assigns. Agent Supplier shall have the right to sellassign this Agreement or any of the rights granted to Supplier hereunder, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution right to assign any interests under this Agreement to (a) lenders providing financing to Supplier from time to time and (b) to any third party acquiring all or substantially all of all documents and instruments reasonably requested by Agent Supplier’s assets or such transferee equity, provided that such documents third party is not a Competitor and instruments do agrees in writing to assume all of Supplier’s obligations hereunder. Except as provided in this Section 18.0, Supplier shall not materially adversely affect assign, or grant any lien or encumbrance on, any property of Customer (including finished goods). Customer shall not have the right, without Supplier’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, to assign this Agreement or any of Borrowerthe rights, obligations or interests of Customer hereunder, in whole or in part, by operation of law, pursuant to a change of control, or otherwise; provided, however, that Customer shall have the right without Supplier’s duties or consent to assign its rights and obligations under the Loan Documents. The Agent is authorized to make this Agreement to any assignee Affiliate of Parent or prospective assignee to any third party acquiring all or substantially all of Customer’s assets or equity, provided that (i) such Affiliate or third party agrees in writing to assume all of Customer’s obligations hereunder, and (ii) Customer and such third party have confirmed in writing to Supplier that (A) it then-currently has Manufacturing Requirements substantially similar to or greater than Customer’s then-current Manufacturing Requirements, and (B) its then-current forecasts for Manufacturing Requirements for the remainder of the Loan Term are substantially similar to or greater than Customer’s then-current forecasts for Manufacturing Requirements for the Loan Documentsremainder of the Term. Notwithstanding the foregoing, whatever disclosures regarding in the Borrower event a non-Affiliate third party acquires all or substantially all of Customer’s assets or equity, such third party shall thereafter only be bound by the Mortgaged Property it considers advisablepurchase commitment in Section 4.1 for the volume that is Customer’s and any other member of the Universal Music Group’s volume (i.e., no Customer Affiliate not part of the Universal Music Group immediately prior to the transaction shall be bound by this Agreement).

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof Lease shall be binding upon the Borrower Lessor, the Lessees, the Servicer, the Guarantor and its their respective successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein)assigns, and shall inure to the benefit of the Lessees, the Lessor, the Servicer, the Guarantor and the Trustee (for the benefit of the Group I Noteholders), the Master Collateral Agent (for the benefit of the ARG Trustee as Beneficiary under the Master Collateral Agency Agreement), any other Indemnified Person, and its their respective successors and assigns. ; provided, however, that neither the Guarantor nor any Lessee (bexcept as expressly provided herein) All of the covenants of this Mortgage shall run with the Land and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have the right to sellassign its rights or delegate its duties under this Lease without (i) the prior written consent of the Lessor and the Trustee and (ii) the Rating Agency Confirmation Condition, assign or transfer portions if any, with respect to each Series of Group I Notes having been satisfied prior thereto; provided, further, however, that nothing herein contained shall be deemed to restrict (w) the right of any Lessee to rent Vehicles to customers in the ordinary course of its rightdomestic daily rental businesses, title and/or interest (x) the right of any Named Lessee to permit an Other Permitted User to use Vehicles leased by the Named Lessee hereunder in and to the ordinary course of the domestic daily rental car operations of such Other Permitted User in accordance with the terms of this Mortgage Lease (but the Named Lessee shall remain fully liable for its obligations under this Lease and the other Loan Documents (including the sale of participation interests thereinRelated Documents), without (y) the consent right of any Lessee to share certain of the Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or approval (z) the right of Borrowerthe Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in Section 26 and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or the Servicer shall remain fully liable for its obligations under this Lease and the Loan other Related Documents. The Agent is authorized Any purported assignment in violation of this Section 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to make restrict the right of any Lessee to any assignee acquire or prospective assignee dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablethis Lease.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof Lease shall be binding upon the Borrower Group IV Lessor, the Group IV Lessees, the Servicer, the Guarantor and its their respective successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein)assigns, and shall inure to the benefit of the Group IV Lessees, the Group IV Lessor, the Servicer, the Guarantor and the Trustee (for the benefit of the Group IV Noteholders), the Additional Permitted Beneficiaries, the Master Collateral Agent (for the benefit of the Trustee on behalf of the Group IV Noteholders), any other Indemnified Person, and its their respective successors and assigns. (b) All of ; PROVIDED, HOWEVER, that neither the covenants of this Mortgage shall run with the Land and be binding on Guarantor nor any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Group IV Lessee shall have the right to sellassign its rights or delegate its duties under this Lease without (i) the prior written consent of the Group IV Lessor and the Trustee and (ii) the Rating Agency Confirmation Condition, assign or transfer portions if any, with respect to each Series of Group IV Notes having been satisfied prior thereto; provided, further, however, that nothing herein contained shall be deemed to restrict (w) the right of any Group IV Lessee to rent Group IV Vehicles to customers in the ordinary course of its rightdomestic daily rental businesses, title and/or interest (x) the right of any Named Group IV Lessee to permit an Other Permitted User to use Group IV Vehicles leased by the Named Group IV Lessee hereunder in and to the ordinary course of the domestic daily rental car operations of such Other Permitted User in accordance with the terms of this Mortgage Lease (but the Named Group IV Lessee shall remain fully liable for its obligations under this Lease and the other Loan Documents (including the sale of participation interests thereinGroup IV Related Documents), without (y) the consent right of any Group IV Lessee to share certain of the Group IV Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or approval (z) the right of Borrowerthe Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in SECTION 26 and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or the Servicer shall remain fully liable for its obligations under this Lease and the Loan other Related Documents. The Agent is authorized Any purported assignment in violation of this SECTION 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to make restrict the right of any Group IV Lessee to any assignee acquire or prospective assignee dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablethis Lease.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision Except as otherwise expressly limited herein, the provisions hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the Agent parties hereto. Except as expressly permitted under subsection 3.4 above, none of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent in writing of each party to this Agreement, with the exception of (a) assignments and its successors and assigns. transfers between the Investors, as the case may be; (b) All of the covenants of this Mortgage shall run with the Land assignments and be binding on transfers from a Holder to any successor owners of the Land. In the event that the ownership of the Mortgaged Property other entity which controls, is controlled by, or is under common control with, such Holder, and as to any portion thereof becomes vested in Holder which is a person or persons other than the Borrowerpartnership, the Agent may, without notice assignments and transfers to the Borrower, deal with such successor or successors in interest of the Borrower with reference its partners and to this Mortgage and the Debt in affiliated partnerships managed by the same manner as with the Borrower without in any way releasing management company or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyancemanaging general partner or by an entity which controls, transfer is controlled by, or change of ownership of the Mortgaged Propertyis under common control with, but nothing in this Section shall vary such management company or negate the provisions of Section 12 hereof. managing general partner (collectively “Permitted Transferees”); and (c) in the case of the Lender (or any of its Permitted Transferees), assignments and transfers to any other entity (a “Lender Permitted Transferee”). Notwithstanding the foregoing, (A) any Permitted Transferee shall, in connection with their purchase or receipt of Shares, execute a Joinder Agreement to be entered into between the Company and such Permitted Transferee at the time of the applicable transfer, pursuant to which such Permitted Transferee shall be deemed to be a party to this Agreement, and (B) any other person owning or acquiring Registrable Securities of the Company may, at the Company’s request, execute a Joinder Agreement with the Company, pursuant to which such person shall be deemed to be a party to this Agreement. Unless otherwise noted in the applicable Joinder Agreement, each Permitted Transferee shall be deemed a Holder. The parties agree that any Lender Permitted Transferee shall be allowed the same rights and obligations of Borrower privileges under this Mortgage may Agreement as the Lender. For the avoidance of doubt, a Lender Permitted Transferee shall not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have the right required to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisableexecute a Joinder Agreement.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower Mortgagor and its successors and assigns (including, without limitation, each and every record fee owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of the Agent Mortgagee and its successors and assigns. (b) All of the covenants of this Mortgage shall run with the Land and Property and be binding on any successor owners owners, lessors, and lessees of the LandLand and Property. In the event that the fee interest in the Property or the ownership of the Mortgaged Personal Property or any portion thereof becomes vested in a person or persons other than the BorrowerMortgagor, the Agent Mortgagee may, without notice to the BorrowerMortgagor, deal with such successor or successors in interest of the Borrower Mortgagor with reference to this Mortgage and the Debt Obligations in the same manner as with the Borrower Mortgagor without in any way releasing or discharging the Borrower Mortgagor from its obligations hereunder. The Borrower Mortgagor will give immediate written notice to the Agent Mortgagee of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 4 hereof. (c) The rights and obligations of Borrower Mortgagor under this Mortgage may not be assigned and any purported assignment by Borrower ▇▇▇▇▇▇▇▇▇ shall be null and void. Agent Mortgagee shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Security Documents (including the sale of participation interests therein), without the consent or approval of BorrowerMortgagor, and Borrower ▇▇▇▇▇▇▇▇▇ agrees to cooperate in all respects with Agent Mortgagee in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent Mortgagee or such transferee provided that such documents and instruments do not materially adversely affect any of BorrowerMortgagor’s duties or obligations under this Mortgage and the Loan other Security Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisable.

Successors and Assigns; Assignment. (a) This Mortgage The terms and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time conditions of the Mortgaged Property or any other person having an interest therein), and this Agreement shall inure to the benefit of and be binding upon the Agent respective successors and its assigns of the Parties. Unless clearly inapplicable, all references in this Agreement to a Party shall be deemed to include any such Party’s successors and assigns. No Party to this Agreement will have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that (i) Licensee shall be permitted to assign its rights or obligations under this Agreement to any Affiliate of Licensee, and (ii) in the event of sale or transfer by Licensee of all or substantially all of its assets, this Agreement may be assigned to any successor or assignee thereof, except that the rights and obligations under this Agreement may not be assigned by Licensee in connection therewith without Licensor’s prior written consent prior to September 30, 2018, unless at the time of such assignment (y) the Enterprise Value (as defined below) of Licensee and its Pharmaceutical Affiliate on a consolidated basis in connection with such sale transaction equals or exceeds fifty million dollars ($50,000,000), or (z) the combined Enterprise Value of TO LLC, the Pharmaceutical Affiliate and Licensee, in each case on a consolidated basis, equals or exceeds two hundred fifty million dollars ($250,000,000). (b) All For purposes of this Section 16.6, the “Enterprise Value” of the covenants Pharmaceutical Affiliate, TO LLC and Licensee shall be equal to (i) the pre-transaction value of such company in connection with or immediately prior to the sale of such company or its business (whether in connection with a sale of membership interests, or assets or a merger or consolidation) or (ii) if no such sale transaction has occurred, then the post-transaction value in connection with its most recent financing transaction; provided, however; that if the Parties do not agree on the determination of such Enterprise Value within ten (10) Business Days from the date that a proposed assignment by a Party subject to this Mortgage Section 16.6 is disclosed by such Party to the other Party, then the determination thereof shall run be made by the appointment by mutual agreement of an impartial United States recognized firm of independent certified public accountants or recognized valuation professionals (a “Valuator”), which Valuator shall be instructed to deliver a detailed report containing its calculation of the Enterprise Value (in connection with which calculation of Enterprise Value of the Valuator shall not include any minority discount) and within thirty (30) days after its engagement, which Valuator’s determination of Enterprise Value shall be final and binding. If one or more of the Parties objects or does not agree to the appointment of a Valuator within ten (10) Business Days after request by the other Party, the selection of the Valuator shall be submitted to binding arbitration pursuant to Section 16.5 hereof. The decision of the Valuator may be entered in any court having jurisdiction in New York and the costs and expenses incurred in connection with the Land and arbitration shall be binding on any successor owners of borne equally by the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereofParties. (c) The rights For purposes of this Section 16.6 and obligations only this Section 16.6, a merger, consolidation or similar business combination as a result of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower which the members or stockholders owning a majority of the voting power of a company prior to the consummation thereof own less than a majority of the voting power of the surviving company in connection with such transaction shall be null and void. Agent shall have the right considered to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the be a sale of participation interests therein), without all or substantially all the consent or approval assets of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablecompany.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and Agreement shall inure to the benefit of and shall be binding upon the Agent Parties and its their respective successors and assigns. This Agreement shall not be assigned or transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Notwithstanding the foregoing, no consent shall be required for the following: (i) Any assignment of this Agreement by Seller to any Project Investors as collateral security for obligations under the financing documents entered into with such Project Investors; (ii) Any assignment by the Project Investors to a third party after the Project Investors have exercised their foreclosure rights with respect to this Agreement or the Project; (iii) Any assignment or transfer of this Agreement by Seller to an Affiliate of Seller; or (iv) Any assignment or transfer of this Agreement by Seller to a Person succeeding to all or substantially all of the covenants assets of this Mortgage shall run with the Land and be binding on any successor owners of the Land. In the event Seller, provided that the ownership of the Mortgaged Property or any portion thereof becomes vested in such Person is a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereofQualified Transferee. (c) An assignee shall be afforded no additional rights, interests or remedies beyond those specifically granted to the assignor in this Agreement. The Party seeking to assign or transfer this Agreement shall be solely responsible for paying all costs and expenses, including attorney’s and advisor fees of any such assignment. (d) Buyer acknowledges that upon an event of default under any financing documents relating to the Project, subject to receipt by Buyer of Notice, any of the Project Investors may (but shall not be obligated to) assume, or cause its designee or a new lessee or buyer of the Project that is a Qualified Transferee to assume, all of the interests, rights and obligations of Borrower Seller thereafter arising under this Mortgage may Agreement, provided that Buyer’s interests, rights and obligations under this Agreement will remain in full force and effect. (e) If the rights and interests of Seller in this Agreement shall be assumed, sold or transferred as herein provided, and the assuming party shall agree in writing to be bound by and to assume, the terms and conditions hereof and any and all obligations to Buyer arising or accruing hereunder from and after the date of such assumption, then Seller shall be released and discharged from the terms and conditions hereof and each such obligation hereunder from and after such date, and Buyer shall continue this Agreement with the assuming party as if such Person had been named as Seller under this Agreement. Notwithstanding any such assumption by any of the Project Investors or a designee thereof, Seller shall not be assigned released and discharged from and shall remain liable for any purported assignment by Borrower and all obligations to Buyer arising or accruing hereunder prior to such assumption. (f) The provisions of this ARTICLE 14 are for the benefit of the Project Investors as well as the Parties hereto, and shall be null and voidenforceable by the Project Investors as express third-party beneficiaries hereof. Agent Buyer hereby agrees that none of the Project Investors, nor any bondholder or participant for whom they may act or any trustee acting on their behalf, shall be obligated to perform any obligation or be deemed to incur any liability or obligation provided in this Agreement on the part of Seller or shall have the right any obligation or liability to sell, assign or transfer portions of its right, title and/or interest in and Buyer with respect to this Mortgage and Agreement except to the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect extent any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized them becomes a party hereto pursuant to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablethis ARTICLE 14.

Successors and Assigns; Assignment. (a) This Mortgage Agreement shall bind and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of the Agent Seller and its Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. . Purchaser shall not assign Purchaser's rights under this Agreement without the prior written consent of Seller, which consent may be withheld absolutely except Purchaser may assign this Agreement to a to-be-formed entity sponsored by Purchaser or its affiliates, so long as Purchaser delivers written notice to Seller of such assignment at least fourteen (b14) All days prior to scheduled Closing Date and so long as the source of funds used to pay the covenants Purchase Price is the same source of this Mortgage shall run with funds controlled by Purchaser on the Land and be binding on any successor owners of the LandEffective Date. In the event that Seller consents to an assignment for which Seller's consent is required, Purchaser and such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in the ownership form attached hereto as EXHIBIT F. Any subsequent assignment may be made only with the prior written consent of Seller. No assignment of Purchaser's rights hereunder shall relieve Purchaser of its liabilities under this Agreement. This Agreement is solely for the benefit of Seller and Purchaser; there are no third party beneficiaries hereof. Any assignment of this Agreement in violation of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the foregoing provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Notwithstanding anything to the contrary contained herein, Seller shall have be entitled to assign its rights under this Agreement to one or more entities prior to the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), Closing Date without the consent or approval necessity of BorrowerPurchaser's consent, but notwithstanding such assignment and Borrower agrees a conveyance of the Property to cooperate in all respects with Agent in connection therewithSeller's assignee, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do Seller shall not materially adversely affect any of Borrower’s duties or be released from its obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablethis Agreement.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and Agreement shall inure to the benefit of the Agent and its successors and assigns. (b) All of the covenants of this Mortgage shall run with the Land and be binding on upon the parties hereto and their respective successors and permitted assigns. In general, a party shall not have the right to assign this Agreement or any successor owners interest herein without the prior written consent of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrowerparty; provided, the Agent mayhowever, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Buyer shall have the right to sellassign this Agreement to an affiliate which the Buyer controls, without Seller’s prior written consent but such assignment and the assumption by such assignee of Buyer’s obligations hereunder shall not release Buyer from its obligation or liability hereunder unless Seller shall have specifically agreed to the same. For purposes of this Section 15(e), a nominee trust in which Buyer or its affiliates own more than fifty percent (50%) of the beneficial interest shall be deemed an affiliate which Buyer controls. Notwithstanding the foregoing, such assignment shall be void unless Buyer notifies Seller of such assignment on the earlier of (i) three (3) business days from the date of the assignment, or (ii) three (3) business days prior to the Closing. Furthermore, either Seller and/or Buyer may assign its rights under this Agreement to a “qualified intermediary” in order to facilitate, at no cost or transfer portions expense to the other, a like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that (i) such assignment to a qualified intermediary shall not relieve either party of its right, title and/or interest in respective obligations hereunder; and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided ii) if Seller notifies Buyer that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations Seller has assigned its rights under the Loan Documents. The Agent is authorized Agreement to make a qualified intermediary, Buyer will be deemed to have satisfied Buyer’s payment obligation if Buyer wires proceeds to the qualified intermediary or to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisableother entity as instructed by Seller.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property Whenever in this Agreement or any other person having an interest therein)Related Document reference is made to any party, such reference shall be deemed to include the successors, assigns, heirs and legal representatives of such party, and, without limiting the generality of the foregoing, all representations, warranties, covenants and other agreements made by or on behalf of the Company in this Agreement and the Related Documents shall inure to the benefit of the Agent and its successors and assignsassigns of the Purchasers; provided, however, that nothing herein shall be deemed to authorize or permit the Company to assign any of its rights or obligations under this Agreement or any Related Documents to any other person and the Company covenants and agrees that it shall not make any such assignment. The Purchasers from time to time: (a) may assign all or any portion(s) of the rights, powers, privileges, remedies and interests of, and/or the Loans owed to the Purchasers under this Agreement or any other Related Document (b) may furnish and disclose financial statements, documents and other information pertaining to the Company or any Company Subsidiary or to any potential assignee and (c) may take any and all other actions that the Purchasers may determine (in its sole and absolute discretion) to be necessary or appropriate in connection with any such assignment, or participation; in each case, unless otherwise required below, without notice to or consent of any Borrower or any other Person. (b) All The Purchasers may assign to one or more assignees (each an "Assignee") all or a portion of its rights under this Agreement. The parties to each assignment shall execute and deliver to the Company a copy of the covenants Assignment and Assumption Agreement to the Purchasers; provided, that any failure or delay in giving any such copy shall not affect the validity of any such assignment. The Company agrees to execute and deliver such amendments to or restatements of this Mortgage shall run with Agreement and the Land and Related Documents as may be binding on reasonably required to reflect any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrowersuch assignment (including, without limitation, the Agent may, without notice delivery of such replacement notes as are reasonably required to the Borrower, deal with reflect any such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereofassignment). (c) The rights Company covenants and obligations agrees to furnish copies of Borrower financial statements, reports and other documents required under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have Agreement directly to such potential assignees as the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent Purchasers or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized assignee from time to make to any assignee or prospective assignee of the Loan or the Loan Documentstime may, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablerequest.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property Whenever in this Agreement or any other person having an interest therein)Loan Instrument reference is made to any party, such reference shall be deemed to include the successors, assigns, heirs and legal representatives of such party, and, without limiting the generality of the foregoing, all representations, warranties, covenants and other agreements made by or on behalf of each Borrower in this Agreement and the other Loan Instruments shall inure to the benefit of the Agent and its successors and assignsassigns of the Banks; provided, however, that nothing herein shall be deemed to authorize or permit any Borrower to assign any of its rights or obligations under this Agreement or any other Loan Instrument to any other person (whether or not an affiliate of such Borrower), and each Borrower covenants and agrees that it shall not make any such assignment. Any Bank from time to time: (a) may assign all or any portion(s) of the rights, powers, privileges, remedies and interests of, and/or the Loans and other Obligations owed to such Bank under, this Agreement or any other Loan Instrument (i) to any Affiliate of such Bank, or in the manner provided in subparagraph (b) below, (b) may sell a participation interest in all or any portion(s) of the rights, powers, privileges, remedies and interests of, and/or the Loans and other Obligations owed to such Bank under, this Agreement or any other Loan Instrument to any Affiliate of such Bank, or in the manner provided in subparagraph (e) below, (c) may furnish and disclose financial statements, documents and other information pertaining to any Borrower or any Surety or to any potential assignee or participant permitted hereunder and (d) may take any and all other actions that such Bank may determine (in its sole and absolute discretion) to be necessary or appropriate in connection with any such assignment, or participation; in each case, unless otherwise required below, without notice to or consent of any Borrower or any other Person. (b) All of the covenants of this Mortgage shall run with the Land and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property Any Bank may assign (each such assigning Bank is referred to herein as an "Assignor") to one or any more Eligible Assignee (each an "Assignee") all or a portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisable.rights and

Successors and Assigns; Assignment. (a) 60 ---------------------------------- EXHIBITS Exhibit A Bank Merger Agreement Exhibit B Form of Affiliate Letter AGREEMENT AND PLAN OF MERGER ---------------------------- This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (includingis an AGREEMENT AND PLAN OF MERGER, without limitation, each and every record owner from time to time dated as of the Mortgaged Property or any other person having an interest therein3rd day of May, 2000 ("AGREEMENT"), by and between Provident Bankshares Corporation, a Maryland corporation ("PROVIDENT"), and shall inure to the benefit of the Agent and its successors and assigns.Harbor Federal Bancorp, Inc., a Maryland corporation ("HARBOR"). INTRODUCTORY STATEMENT ---------------------- (bi) All has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of Provident and Harbor, respectively, and in the covenants best long-term interests of their respective stockholders and (ii) has determined that this Mortgage shall run with Agreement and the Land transactions contemplated hereby are consistent with, and be binding on any successor owners of the Landin furtherance of, its respective business strategies. In the event The parties hereto intend that the ownership of the Mortgaged Property or any portion thereof becomes vested in Merger as defined herein shall qualify as a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate reorganization under the provisions of Section 12 hereof. 368(a) of the IRC (cas defined in Section 8.1) The rights for federal income tax purposes, and that the Merger shall be accounted for as a purchase transaction for accounting purposes. Provident and Harbor desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. As a condition and inducement to Provident's willingness to enter into this Agreement, each member of the Board of Directors of Harbor has entered into an agreement pursuant to which he (or she) will vote his (or her) shares of Harbor Common Stock in favor of this Agreement and the transactions contemplated hereby. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower carrying it into effect, which shall be null and void. Agent shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisable.as follows: ARTICLE I THE MERGER ----------

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof Lease shall be binding upon the Borrower Group IV Lessor, the Group IV Lessees, the Servicer, the Guarantor and its their respective successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein)assigns, and shall inure to the benefit of the Group IV Lessees, the Group IV Lessor, the Servicer, the Guarantor and the Trustee (for the benefit of the Group IV Noteholders), the Additional Permitted Beneficiaries, the Master Collateral Agent (for the benefit of the Trustee on behalf of the Group IV Noteholders), any other Indemnified Person, and its their respective successors and assigns. (b) All of ; PROVIDED, HOWEVER, that neither the covenants of this Mortgage shall run with the Land and be binding on Guarantor nor any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Group IV Lessee shall have the right to sellassign its rights or delegate its duties under this Lease without (i) the prior written consent of the Group IV Lessor and the Trustee and (ii) the Rating Agency Confirmation Condition, assign or transfer portions if any, with respect to each Series of Group IV Notes having been satisfied prior thereto; provided, further, however, that nothing herein contained shall be deemed to restrict (w) the right of any Group IV Lessee to rent Group IV Vehicles to customers in the ordinary course of its rightdomestic daily rental businesses, title and/or interest (x) the right of any Named Group IV Lessee to permit an Other Permitted User to use Group IV Vehicles leased by the Named Group IV Lessee hereunder in and to the ordinary course of the domestic daily rental car operations of such Other Permitted User in accordance with the terms of this Mortgage Lease (but the Named Group IV Lessee shall remain fully liable for its obligations under this Lease and the other Loan Documents (including the sale of participation interests thereinGroup IV Related Documents), without (y) the consent right of any Group IV Lessee to share certain of the Group IV Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in SECTION 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or approval (z) the right of Borrowerthe Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in SECTION 26 and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or the Servicer shall remain fully liable for its obligations under this Lease and the Loan other Related Documents. The Agent is authorized Any purported assignment in violation of this SECTION 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to make restrict the right of any Group IV Lessee to any assignee acquire or prospective assignee dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablethis Lease.

Successors and Assigns; Assignment. (a) This Mortgage Agreement shall bind and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of the Agent Seller and its Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. (b) All . Purchaser shall not assign Purchaser's rights under this Agreement without the prior written consent of the covenants of this Mortgage shall run with the Land and Seller, which consent may be binding on any successor owners of the Landwithheld absolutely. In the event that Seller consents to such assignment, Purchaser and such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in the ownership form attached hereto as EXHIBIT F. Any subsequent assignment may be made only with the prior written consent of Seller. No assignment of Purchaser's rights hereunder shall relieve Purchaser of its liabilities under this Agreement. Notwithstanding anything to the contrary contained herein, Purchaser may assign this Agreement to an "AFFILIATE" so long as Purchaser delivers to Seller, within ten (10) days after the Effective Date, the complete names of all entities and persons controlling, controlled by, under common control with or otherwise having an interest in the Affiliate. For purposes of this Section 10.8 the term "Affiliate" shall mean any entity in which Triple Net Properties, L.L.C. ultimately holds the controlling interest. This Agreement is solely for the benefit of Seller and Purchaser; there are no third party beneficiaries hereof. Any assignment of this Agreement in violation of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the foregoing provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Notwithstanding anything to the contrary contained herein, Seller shall have be entitled to assign its rights under this Agreement to one or more entities prior to the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), Closing Date without the consent or approval necessity of BorrowerPurchaser's consent, and Borrower upon such assignment and a conveyance of the Property to Seller's assignee, Seller shall be released from all obligations under this Agreement, "Seller" shall thereafter refer to and only to such assignee, and Purchaser agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution look solely to such assignee for performance of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or Seller's obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablethis Agreement.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof Agreement shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein)upon, and shall inure to the benefit of of, the Agent parties hereto and its their respective successors and assigns. (b) All of . Without limiting Karlsson’s rights under the covenants of this Mortgage shall run with the Land and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the BorrowerLoan Documents, the Agent Karlsson may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent of any Person, assign this Agreement and its rights hereunder and under any other Loan Document to any Person at any time; provided, however, that, it shall be a condition precedent to any assignment hereunder as a result of which there will be multiple simultaneous holders of the Note and/or the related rights under the Loan Documents that such holders shall have put in place, between or approval among themselves, a written agreement (an “Agency Agreement”), which includes agency provisions pursuant to the terms of Borrowerwhich a single administrative agent (the “Administrative Agent”) is appointed, with which Prospect DE and its affiliates will solely interface with respect to all rights and obligations under the Note and the Loan Documents, and Borrower agrees to cooperate in which Prospect DE and its affiliates will remit all respects payments hereunder, and which Agency Agreement will provide for the Administrative Agent to provide Prospect DE with Agent in connection therewitha copy of the Agency Agreement, and any amendments thereto, upon execution of the same. The Prospect Parties agree that, for purposes of this Agreement, an “assignment” shall be deemed to include, but not be limited to, a sale, a contribution to a new or existing entity, or an exchange with any such entity, or any other transfer for any medium of value, including, without limitation, equity securities, royalty interests, property rights or any form of contingent consideration and notwithstanding whether such assignment is effected in a private sale or under judicial supervision. Notwithstanding anything to the execution contrary in any Loan Document, in the Membership Interest Purchase Agreement (the “Purchase Agreement”) among Prospect DE, AWP and Karlsson dated as of all documents and instruments reasonably requested May 30, 2012 (including but not limited to Sections 5.03 or 5.06 thereof), or any Covenant Not to Compete (whether or not executed in the form of Exhibit E to the Purchase Agreement, a “Covenant Not to Compete”) executed by Agent any Person (as defined in the Note) in favor of any Prospect Party, but subject to the provisions of this Section 22, Karlsson (or such transferee provided that such documents and instruments do not materially adversely affect any shareholder, director, agent, employee or officer of Borrower’s duties Karlsson) may actively solicit any Person to be a purchaser or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan Note (whether such potential purchaser or assignee wishes to purchase the Note and the Loan DocumentsDocuments in a free-standing transaction or contemplates such purchase as a party of a larger transaction or series of transactions involving any Prospect Party or any of its assets). No act of soliciting, whatever disclosures negotiating, effectuating or closing any such transaction (an “Exempt Activity”) shall be deemed to be a violation of any Covenant Not to Compete or any provision of the Purchase Agreement; provided, however, that other than with respect to such Exempt Activities, each Covenant Not to Compete shall remain in full force and effect until the earlier of (i) such time as AWP no longer holds title to the real property secured by the AWP Deed of Trust in consequence of a bankruptcy proceeding, a foreclosure, a deed-in-lieu of foreclosure, or a sale of all or substantially all of such real property (a “Real Estate Triggering Event”); and (ii) August 1, 2015. Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may, in connection with such solicitation, provide to such potential purchaser or assignee any such information regarding any Prospect Party as Karlsson shall deem appropriate in its sole discretion; provided, however, that, prior to providing any non-public information regarding any Prospect Party, Karlsson shall (A) obtain from the Borrower Person to which disclosure is to be made an executed confidentiality agreement which shall provide that: (i) such Person agrees to be bound by the terms of Section 5.06 of the Purchase Agreement; (ii) Parent is an intended third party beneficiary of such confidentiality agreement; and (B) provide a copy of such executed confidentiality agreement to Parent (a disclosure made in accordance with the foregoing a “Permitted Confidential Disclosure”). Each Prospect Party agrees that any provision in any Loan Document, the Purchase Agreement, or any Covenant Not to Compete relating to an Exempt Activity, a Real Estate Triggering Event, a Permitted Confidential Disclosure or any activities related to any of the Mortgaged Property it considers advisableforegoing is hereby amended and irrevocably waived, for the benefit of Karlsson and each Person who has executed a Covenant Not to Compete, to the extent such provision is contrary to any provision of this Section 22.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof Agreement shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure enure to the benefit of of, and be binding on, the Agent Parties and its their respective successors and permitted assigns. (b) All Neither Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement or any Promissory Note without the prior written consent of the covenants of this Mortgage shall run with the Land and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereofParty. (c) The Notwithstanding the foregoing, the Purchaser may assign all of its rights and obligations of Borrower under this Mortgage may Agreement and the Promissory Notes to any Person to whom the Purchaser transfers all or substantially all of its interest in the GCP or the Project, provided that notwithstanding such assignment, the Purchaser shall continue to be responsible for all of its obligations hereunder and thereunder unless the Purchaser receives the prior written consent of the Vendor, not to be unreasonably withheld, in which case on the effective date of the transfer, the Purchaser and the Guarantor shall be irrevocably released from all of their respective obligations hereunder and thereunder. For greater certainty, it would not be assigned unreasonable for the Vendor to withhold consent if the proposed assignee does not (a) expressly assume all of the Purchaser’s obligations hereunder and any purported assignment thereunder and (b) have a credit rating of at least BBB- or higher by Borrower shall be null Standard and voidPoor’s or Baa3 or higher by Moody’s. Agent shall have CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. (d) Notwithstanding the right to sellforegoing, assign or transfer portions of the Vendor may pledge its right, title and/or interest in and any of the Promissory Notes to this Mortgage and the other Loan Documents (including the sale a financial institution as part of participation interests therein)a bona fide financing transaction, without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do assignment will not materially adversely affect impact any of Borrower’s duties the rights or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisableParties under this Agreement (including Section 6.12).

Successors and Assigns; Assignment. (a) This Mortgage The terms and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time conditions of the Mortgaged Property or any other person having an interest therein), and this Agreement shall inure to the benefit of and be binding upon the Agent respective successors and its assigns of the Parties. Unless clearly inapplicable, all references in this Agreement to a Party shall be deemed to include any such Party’s successors and assigns. No Party to this Agreement will have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that (i) Licensee shall be permitted to assign its rights or obligations under this Agreement to any Affiliate of Licensee, and (ii) in the event of sale or transfer by Licensee of all or substantially all of its assets, this Agreement may be assigned to any successor or assignee thereof, except that the rights and obligations under this Agreement may not be assigned by Licensee in connection therewith without Licensor’s prior written consent prior to September 30, 2018, unless at the time of such assignment (y) the Enterprise Value (as defined below) of Licensee and its Pharmaceutical Affiliate on a consolidated basis in connection with such sale transaction equals or exceeds fifty million dollars ($50,000,000), or (z) the combined Enterprise Value of TO LLC, the Pharmaceutical Affiliate and Licensee, in each case on a consolidated basis, equals or exceeds two hundred fifty million dollars ($250,000,000). (b) All For purposes of this Section 16.6, the “Enterprise Value” of the covenants of this Mortgage shall run with the Land Pharmaceutical Affiliate, TO LLC and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower Licensee shall be null and void. Agent shall have equal to (i) the right pre-transaction value of such company in connection with or immediately prior to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests thereinsuch company or its business (whether in connection with a sale of membership interests, or assets or a merger or consolidation) or (ii) if no such sale transaction has occurred, then the post-transaction value in connection with its most recent financing transaction; provided, however; that if the Parties do not agree on the determination of such Enterprise Value within ten (10) Business Days from the date that a proposed assignment by a Party subject to this Section 16.6 is disclosed by such Party to the other Party, then the determination thereof shall be made by the appointment by mutual agreement of an impartial United States recognized firm of independent certified public accountants or recognized valuation professionals (a “Valuator”), without which Valuator shall be instructed to deliver a detailed report containing its calculation of the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent Enterprise Value (in connection therewith, including, without limitation, the execution with which calculation of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee Enterprise Value of the Loan Valuator shall not include any minority discount) and within thirty (30) days after its engagement, which Valuator’s determination of Enterprise Value shall be final and binding. If one or more of the Loan Documents, whatever disclosures regarding Parties objects or does not agree to the Borrower or the Mortgaged Property it considers advisable.appointment of a Valuator within ten

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof Agreement shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of each of the Agent parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties hereto; provided that Merger Sub may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to (a) one or more of its Affiliates of Parent (a “Parent Assignee”) or (b) any of its or any Parent Assignees’ lenders as collateral security; provided, further that no such transfer or assignment will relieve such party of its obligations under this Agreement; provided, further, that any such assignment shall not take place after the commencement of the Offer and shall not otherwise materially impede or delay the consummation of the Transactions or otherwise materially impede the rights of the stockholders of the Company under this Agreement. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns. (b) All of the covenants of . Except for Section 7.04 and subject to Section 10.05(a), nothing in this Mortgage Agreement shall run with the Land and be binding confer any claim, right, interest or remedy on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons Person (other than the Borrower, the Agent may, without notice parties hereto) or inure to the Borrowerbenefit of any Person (other than the parties hereto) other than to any lender of Parent, deal with Merger Sub or any Parent Assignee as security for obligations to such successor or successors lender in interest respect of the Borrower with reference to this Mortgage and the Debt financing arrangements entered into in the same manner as connection with the Borrower without Transactions and any refinancings, extensions, refundings or renewals thereof; provided, further, that no assignment to any such lender shall in any way releasing affect such party’s obligations or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower liabilities under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisableAgreement.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon upon, the Borrower successors, permitted assigns, heirs, executors and its successors and assigns (including, without limitation, each and every record owner from time to time administrators of the Mortgaged Property or any other person having an interest therein), parties hereto and shall inure to the benefit of the Agent and be enforceable by AOLTW and/or its successors and permitted assigns. (b) All . This Agreement and any rights and obligations related hereto may not be assigned by the Company without the prior written consent of AOLTW. AOLTW may assign its rights and obligations under this Agreement to any Person other than a Competitor without the consent of the covenants Company; PROVIDED, that (i) as a condition to any such assignment, any proposed assignee shall execute and deliver to the Company a counterpart signature page to this Agreement in the form of EXHIBIT J and shall expressly agree (x) to be a "Purchaser" hereunder and to be bound by the terms and conditions hereof and (y) to make each of the representations and warranties set forth in Article 3 of this Mortgage Agreement, (ii) AOLTW shall run with not be permitted to assign its rights under Section 4.2(a) to review or approve the Land Proxy Statement or amendments thereto, (iii) no assignment hereunder by AOLTW to an Affiliate of AOLTW shall relieve AOLTW from any of its obligations hereunder and be binding on (iv) no assignment by AOLTW to any successor owners Person that is not an Affiliate of AOLTW shall relieve AOLTW of the Land. In the event that the ownership obligation to purchase any Notes hereunder at any Closing if such assignee refuses or fails to purchase such Notes at such Closing in violation of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent Any purported assignment of any conveyance, transfer or change this Agreement in violation of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of this Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be 7.1 is null and void. Agent shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisable.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and Agreement shall inure to the benefit of the Agent and its successors and assigns. (b) All of the covenants of this Mortgage shall run with the Land and be binding on any successor owners of upon the Landparties hereto and their respective successors and permitted assigns. In general, Buyer shall not have the event that the ownership of the Mortgaged Property right to assign this Agreement or any portion thereof becomes vested in a person or persons other than interest herein without the Borrowerprior written consent of Seller; provided, the Agent mayhowever, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Buyer shall have the right to sellassign this Agreement to an affiliate which the Buyer controls, is controlled by or is under common control with, without Seller’s prior written consent but such assignment and the assumption by such assignee of Buyer’s obligations hereunder shall not release Buyer from its obligation or liability hereunder unless Seller shall have specifically agreed to the same. Notwithstanding the foregoing, such assignment shall be void unless Buyer notifies Seller of such assignment on the earlier of (i) ten (10) days from the date of the assignment, or (ii) ten (10) business days prior to the Closing. Seller shall have no right to assign this Agreement or transfer portions any interest herein without Buyer’s prior written consent, which may be withheld for any or no reason, provided, however, that Seller may give to an institutional lender a collateral assignment of this Agreement to secure Seller’s obligations to such lender. Furthermore, either Seller and/or Buyer may assign its rights under this Agreement to a “qualified intermediary” in order to facilitate, at no cost or expense to the other, a like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that (i) such assignment to a qualified intermediary shall not relieve either party of its right, title and/or interest in respective obligations hereunder; and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided ii) if Seller notifies Buyer that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations Seller has assigned its rights under the Loan Documents. The Agent is authorized Agreement to make a qualified intermediary, Buyer will be deemed to have satisfied Buyer’s payment obligation if Buyer instructs Title Company to wire proceeds to the qualified intermediary or to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisableother entity as instructed by Seller.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and Agreement shall inure to the benefit of the Agent and its successors and assigns. (b) All of the covenants of this Mortgage shall run with the Land and be binding on any successor owners of upon the Landparties hereto and their respective successors and permitted assigns. In general, Buyer shall not have the event that the ownership of the Mortgaged Property right to assign this Agreement or any portion thereof becomes vested in a person or persons other than interest herein without the Borrowerprior written consent of Seller; provided, the Agent mayhowever, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Buyer shall have the right to sellassign this Agreement to an affiliate which the Buyer controls or to an entity (or subsidiary of an entity) for which Buyer acts as the Investment Advisor, without Seller’s prior written consent but such assignment and the assumption by such assignee of Buyer’s obligations hereunder shall not release Buyer from its obligation or liability hereunder unless Seller shall have specifically agreed to the same. Notwithstanding the foregoing, such assignment shall be void unless Buyer notifies Seller of such assignment on the earlier of (i) ten (10) business days after the date of the assignment, or (ii) ten (10) business days prior to the Closing. Seller shall have the right to assign this Agreement or transfer portions any interest herein to an entity related to Seller without Buyer’s consent, but such assignment, and assumption by such assignee, of Seller’s obligation hereunder shall not release Seller from its obligations and liability hereunder unless Buyer shall have specifically agreed to the same. Furthermore, either Seller and/or Buyer may assign its rights under this Agreement to a “qualified intermediary” in order to facilitate, at no cost ,expense or liability to the other, a like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that (i) such assignment to a qualified intermediary shall not relieve either party of its rightrespective obligations hereunder; and (ii) if Seller notifies Buyer that Seller has assigned its rights under the Agreement to a qualified intermediary, title and/or interest in and Buyer will be deemed to this Mortgage and have satisfied Buyer’s payment obligation if Buyer wires proceeds to the qualified intermediary or to any other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects entity as instructed by Seller. In connection with Agent in connection therewith, including, without limitationany Section 1031 like-kind exchange, the execution of all documents Closing shall not be delayed and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do Buyer shall not materially adversely affect be obligated to sign any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisabledocument other than a simple consent.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof Agreement shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein)upon, and shall inure to the benefit of of, the Agent parties hereto and its their respective successors and assigns. (b) All of . Without limiting Karlsson’s rights under the covenants of this Mortgage shall run with the Land and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the BorrowerLoan Documents, the Agent Karlsson may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent of any Person, assign this Agreement and its rights hereunder and under any other Loan Document to any Person at any time; provided, however, that, it shall be a condition precedent to any assignment hereunder as a result of which there will be multiple simultaneous holders of the Note and/or the related rights under the Loan Documents that such holders shall have put in place, between or approval among themselves, a written agreement (an “Agency Agreement”), which includes agency provisions pursuant to the terms of Borrowerwhich a single administrative agent (the “Administrative Agent”) is appointed, with which Prospect DE and its affiliates will solely interface with respect to all rights and obligations under the Note and the Loan Documents, and Borrower agrees to cooperate in which Prospect DE and its affiliates will remit all respects payments hereunder, and which Agency Agreement will provide for the Administrative Agent to provide Prospect DE with Agent in connection therewitha copy of the Agency Agreement, and any amendments thereto, upon execution of the same. The Prospect Parties agree that, for purposes of this Agreement, an “assignment” shall be deemed to include, but not be limited to, a sale, a contribution to a new or existing entity, or an exchange with any such entity, or any other transfer for any medium of value, including, without limitation, equity securities, royalty interests, property rights or any form of contingent consideration and notwithstanding whether such assignment is effected in a private sale or under judicial supervision. Notwithstanding anything to the execution contrary in any Loan Document or in the Purchase Agreement, but subject to the provisions of all documents this Section 19, Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may actively solicit any Person to be a purchaser, or to be a counterparty to an assignment, of the Note (whether such potential purchaser, or counterparty to an assignment, of the Note wishes to purchase, or receive the assignment of, the Note and instruments reasonably requested by Agent the Loan Documents in a free-standing transaction or contemplates such transferee provided that such documents and instruments do not materially adversely affect purchase, or receipt of an assignment, of the Note as a part of a larger transaction or series of transactions involving any Prospect Party or any of Borrowerits assets). Karlsson or any director, shareholder, employee, Affiliate or Representative (each as defined in the Purchase Agreement) or agent of Karlsson (each, a “Karlsson Party”) may, in connection with (A) Karlsson’s duties efforts to sell, assign or obligations under otherwise dispose of the Note; (B) any restructuring of the indebtedness represented by the Note and the Loan Documents. The Agent ; or (C) any “assignment” (as defined in the Note), disclose any information related to Parent or any of its subsidiaries as such Karlsson Party shall deem appropriate in its sole discretion; provided, however, that prior to providing any non-public information regarding Parent or any of its subsidiaries, Karlsson shall obtain from the person to which disclosure is authorized to make be made an executed confidentiality agreement which shall provide that (i) such person agrees to any assignee or prospective assignee be bound by the terms of Section 5.06 of the Loan or Purchase Agreement, and (ii) Parent and its subsidiaries are intended third party beneficiaries of such confidentiality agreement. This Section 19 and Section 5 of this Agreement amend, supersede and replace Section 22 of the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisableSecond Extension Agreement.

Successors and Assigns; Assignment. (a) This Mortgage Agreement shall bind and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of the Agent Seller and its Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. (b) All . Purchaser shall not assign Purchaser’s rights under this Agreement without the prior written consent of the covenants of this Mortgage shall run with the Land and Seller, which consent may be binding on any successor owners of the Landwithheld absolutely. In the event that the ownership Seller consents to such assignment, Purchaser and such assignee shall execute and deliver an Assignment of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage Purchase and the Debt Sale Agreement in the same manner form attached hereto as Exhibit E. Any subsequent assignment may be made only with the Borrower without in any way releasing or discharging prior written consent of Seller. Notwithstanding the Borrower from its obligations hereunder. The Borrower will give immediate foregoing consent requirement, with no later than five (5) business days’ prior written notice to Seller, Purchaser may assign this Agreement to any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Purchaser, and which satisfy the Agent requirements of Section 4.3 hereof, provided further that any conveyance, transfer or change such assignee complies with Seller’s “know your customer” policy in accordance with Section 4.5 hereof. No assignment of ownership Purchaser’s rights hereunder shall relieve Purchaser of its liabilities under this Agreement. This Agreement is solely for the benefit of Seller and Purchaser; there are no third party beneficiaries hereof. Any assignment of this Agreement in violation of the Mortgaged Property, but nothing in this Section shall vary or negate the foregoing provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Notwithstanding anything to the contrary contained herein, Seller shall have be entitled to assign its rights under this Agreement to one or more entities prior to the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), Closing Date without the consent or approval necessity of BorrowerPurchaser’s consent, and Borrower upon such assignment and a conveyance of the Property to Seller’s assignee, Seller shall be released from all obligations under this Agreement, “Seller” shall thereafter refer to and only to such assignee, and Purchaser agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution look solely to such assignee for performance of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of BorrowerSeller’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablethis Agreement.

Successors and Assigns; Assignment. (a) This Mortgage Except as otherwise provided herein, the terms and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time conditions of the Mortgaged Property or any other person having an interest therein), and this Agreement shall inure to the benefit of the Agent and its successors and assigns. (b) All of the covenants of this Mortgage shall run with the Land and be binding on any successor owners upon the respective successors and assigns of the Land. In the event that the ownership parties (including permitted transferees of any Shares or Consideration Shares sold hereunder or any Investor Common Stock issued upon conversion of the Mortgaged Property Warrants). Nothing in this Agreement, express or implied, is intended to confer upon any portion thereof becomes vested in a person or persons party other than the Borrowerparties hereto or their respective successors and assigns any rights, the Agent mayremedies, without notice to the Borrowerobligations, deal with such successor or successors liabilities under or by reason of this Agreement, except as expressly provided in interest of the Borrower with reference to this Mortgage Agreement. This Agreement and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage herein may not be assigned by the Investor and the Existing Shareholders without the written consent of all the other parties hereto except to a parent corporation; provided, however, that, subject to any purported assignment transfer restrictions otherwise applicable to any Investor Shares, the Company's and Existing Shareholders' rights under Article IV may be transferred or assigned by Borrower shall the Company or an Existing Shareholder to any transferee of all or any portion of the Investor Shares of the Company or such Existing Shareholder, as the case may be, if: (i) the transfer to such transferee is permitted under the Securities Act and applicable state securities law or exemption therefrom; (ii) the aggregate amount of Investor Shares that will be null held by the transferee after giving effect to such transfer is not less than, in the case of a transfer of Consideration Shares, 20% of the number of Consideration Shares outstanding after giving effect to the transactions contemplated by this Agreement and void. Agent in the case of shares of Investor Common Stock underlying Warrants, 100,000 shares; (iii) the Company or the Existing Shareholder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Investor after such assignment; (iv) the Investor is furnished with written notice of (A) the name and address of such transferee or assignee and (B) the securities with respect to which such rights are being transferred or assigned; (v) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws; (vi) the transferee or assignee agrees in writing for the benefit of the Investor to be bound by all of the provisions contained herein; and (vii) such transfer shall have been made in accordance with the right to sell, assign or transfer portions applicable requirements of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisableAgreement.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and Agreement shall inure to the benefit of and shall be binding upon the Agent Parties and its their respective successors and permitted assigns. This Agreement and a Party's rights, obligations and interests shall not be assigned or transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) All Notwithstanding the foregoing, no consent shall be required for the following assignment if the assignee has demonstrated experience and ability and a level of creditworthiness to perform and assume obligations under other agreements similar to this Agreement with the other Persons: (i) Any collateral assignment of this Agreement by Seller to any senior lien Project Investors as collateral security for Seller's obligations under the financing documents entered into with such Project Investors; (ii) Any assignment by the Project Investors to a third party in connection with a foreclosure of the covenants Project Investor's mortgage and lien on the Project; (iii) Any assignment or transfer of this Mortgage shall run with Agreement by Seller to an Affiliate of Seller and the Land and be binding on any successor owners Guarantor; (iv) Any assignment or transfer of this Agreement by Seller to a Person succeeding to all or substantially all of the Land. In the event assets of Seller, provided that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage Person’s creditworthiness and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent creditworthiness of any conveyanceprovider of Performance Assurance is equal to or better than that of Seller, there is an assignment and assumption agreement among all Parties and the assignee and the Performance Assurance in place at such time is replaced by equal or better security by assignee; and (v) Any assignment or transfer of this Agreement by Buyer to any Other Buyer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereofto any Other Solar Project Buyer. (c) An assignee shall be afforded no additional rights, interests or remedies beyond those specifically granted to the assignor in this Agreement. The Party seeking to assign or transfer this Agreement shall be solely responsible for paying all costs and expenses, including attorney’s and advisor fees of any such assignment. (d) Buyer acknowledges that upon an event of default under any financing documents relating to the Project, subject to receipt by Buyer of Notice, and further subject to rights of Other Buyers, any of the Project Investors may (but shall not be obligated to) assume, or cause its designee or a new lessee or buyer of the Project with demonstrated experience and ability and a level of creditworthiness to perform and assume obligations under other renewable energy power purchase agreements similar to this Agreement, to assume, all of the interests, rights and obligations of Borrower Seller thereafter arising under this Mortgage may not Agreement; provided, that, regardless of whether any such Project Investor or its designee assumes all of the interests, rights and obligations of Seller thereafter arising under this Agreement, the Performance Assurance and security required to be assigned posted by Seller is replaced by the assignee and any purported assignment by Borrower shall be null Buyer’s interests, rights, remedies, benefits, privileges, and void. Agent shall have obligations under this Agreement will remain in full force and effect, including the right to sellterminate this Agreement. (e) If the rights and interests of Seller in this Agreement shall be assumed, assign sold or transfer portions of its righttransferred as herein provided, title and/or interest and the assuming party shall agree in writing to be bound by and to assume, the terms and conditions hereof and any and all obligations to Buyer arising or accruing hereunder from and after the date of such assumption, then Seller shall be released and discharged from the terms and conditions hereof except with respect to obligations arising prior to the assignment, and each such obligation hereunder from and after such date except with respect to obligations and covenants which survive expiration or early termination, but not any obligation or liability owned, accrued, incurred, or relating to the period prior to the date of such assumption, and Buyer shall continue this Mortgage Agreement with the assuming party as if such Person had been named as Seller under this Agreement; provided, however, that if any such Person assumes this Agreement as provided herein, Buyer acknowledges and agrees that such Persons shall not be personally liable for the performance of such obligations hereunder except to the extent of the required Performance Assurance and the other Loan Documents (including total interest of the sale of participation interests therein), without Project Investors in the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested Project. Notwithstanding any such assumption by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties the Project Investors or a designee thereof, Seller shall not be released and discharged from and shall remain liable for any and all obligations under the Loan Documents. The Agent is authorized to make Buyer arising or accruing hereunder prior to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablesuch assumption.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof Lease shall be binding upon the Borrower Lessor, the Lessees, the Servicers, the Master Servicer, the Guarantor and its their respective successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein)assigns, and shall inure to the benefit of the Lessees, the Lessor, the Servicers, the Master Servicer, the Guarantor and the Trustee (for the benefit of the Series 1997 Variable Funding Noteholders and, if any, the other Noteholders of Shared Collateral Series Notes), the Master Collateral Agent (for the benefit of the Trustee (on behalf of the Series 1997 Variable Funding Noteholders and, if any, the other Noteholders of Shared Collateral Series Notes) and its the Other VFN Beneficiaries), any other Indemnified Person, and their respective successors and assigns. (b) All of ; provided, however, that no Lessee or the covenants of this Mortgage shall run with the Land and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Guarantor shall have the right to sellassign its rights or delegate its duties under this Lease without (i) the prior written consent of the Lessor, assign the Trustee, the Required VFN Noteholders and the Majority Credit Enhancers and (ii) receipt of written confirmation from each of the Rating Agencies that its then current rating will not be reduced or transfer portions withdrawn with respect to any outstanding Commercial Paper Notes or, if applicable, Shared Collateral Series Notes as a result thereof; provided, further, however, that nothing herein contained shall be deemed to restrict (w) the right of any Lessee to rent Series 1997 Vehicles to customers in the ordinary course of its rightdomestic daily rental businesses, title and/or interest (x) the right of any Named Lessee to permit another Lessee to use Vehicles leased by the Named Lessee hereunder in and to the ordinary course of the domestic daily rental car operations of such other Lessee in accordance with the terms of this Mortgage Lease (but the Named Lessee shall remain fully liable for its obligations under this Lease and the other Loan Documents (including the sale of participation interests thereinRelated Documents), without (y) the consent right of any Lessee to share certain of the Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or approval (z) the right of Borrowerany Named Servicer to perform its obligations as Servicer through another Servicer, subject to the limitations specified in Section 26 and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or the Named Servicer shall remain fully liable for its obligations under this Lease and the Loan other Related Documents. The Agent is authorized Any purported assignment in violation of this Section 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to make restrict the right of any Lessee to any assignee acquire or prospective assignee dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablethis Lease.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof Lease shall be binding upon the Borrower Lessor, the Lessees, the Servicer, the Guarantor and its their respective successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein)assigns, and shall inure to the benefit of the Lessees, the Lessor, the Servicer, the Guarantor and the Trustee (for the benefit of the Group I Noteholders), the Master Collateral Agent (for the benefit of the Trustee on behalf of the Group I Noteholders) and its the Additional Permitted Beneficiaries, any other Indemnified Person, and their respective successors and assigns. (b) All of ; provided, however, that neither the covenants of this Mortgage shall run with the Land and be binding on Guarantor nor any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Lessee shall have the right to sellassign its rights or delegate its duties under this Lease without (i) the prior written consent of the Lessor and the Trustee and (ii) the Rating Agency Confirmation Condition, assign or transfer portions if any, with respect to each Series of Group I Notes having been satisfied prior thereto; provided, further, however, that nothing herein contained shall be deemed to restrict (w) the right of any Lessee to rent Vehicles to customers in the ordinary course of its rightdomestic daily rental businesses, title and/or interest (x) the right of any Named Lessee to permit another Lessee or a lessee under any other Leasing Company Lease to use Vehicles leased by the Named Lessee hereunder in and to the ordinary course of the domestic daily rental car operations of such other Lessee or lessee in accordance with the terms of this Mortgage Lease (but the Named Lessee shall remain fully liable for its obligations under this Lease and the other Loan Documents (including the sale of participation interests thereinRelated Documents), without (y) the consent right of any Lessee to share certain of the Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or approval (z) the right of Borrowerthe Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in Section 26 and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or the Servicer shall remain fully liable for its obligations under this Lease and the Loan other Related Documents. The Agent is authorized Any purported assignment in violation of this Section 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to make restrict the right of any Lessee to any assignee acquire or prospective assignee dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablethis Lease.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof The provisions of this Agreement shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of the Agent and its heirs, executors, administrators, successors and assigns. (b) All assigns of the covenants of this Mortgage parties. However, Hunter Fiat shall run with the Land and be binding on any successor owners of the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyancenot assign, transfer or change of ownership in any manner hypothecate any or all of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower Hunter Fiat under this Mortgage may Agreement or with respect to the Site except to the extent permitted by this Agreement. Without limiting the effect of any other provision of this Agreement, Hunter Fiat or any permitted transferee of Hunter Fiat shall have the right, with the consent of the City, which consent shall not be assigned and unreasonably withheld, (a) to sell, convey, transfer, lease, leaseback, assign, hypothecate or in any purported assignment manner dispose of all or any part of its interests in the Site, this Agreement or the Auto Dealership, to any person or entity which controls or which is under common control with Hunter Fiat or (b) to transfer by Borrower will, trust or operation of law all or any part of its interests in the Site, this Agreement or the Auto Dealership, or (c) to transfer in trust all or any part of its interests in the Site, this Agreement or the Auto Dealership. Hunter Fiat shall be null and void. Agent give notice of said proposed transfer not less than thirty (30) days, in advance, to the City.‌ Without limiting the effect of any other provision of this Section 6.15, in the event of any sale, conveyance, transfer, lease, leaseback, assignment, hypothecation or other disposition which is permitted by this Agreement or, otherwise, which is made with the consent of the City, the Dealer shall have the right to sell, assign or transfer portions of its right, title and/or interest in retain and to this Mortgage and not delegate the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan DocumentsDealer Note. The Agent is authorized City shall be given thirty (30) days’ notice in advance and either (i) the City shall have received evidence satisfactory to make it, that such proposed successor in interest to any assignee Hunter Fiat has manufacturers’ approval and Hunter Fiat shall remain liable for all amounts due under the Dealer Note hereof or prospective assignee such successor has assumed in writing, in a form and manner acceptable to the City, the obligations of the Loan or Dealer under this Agreement and specifically the Loan Documentsobligation to pay all amounts due under the Dealer Note in which case, whatever disclosures regarding Hunter Fiat shall be released from all amounts payable under the Borrower or the Mortgaged Property it considers advisable.Dealer Note, or

Successors and Assigns; Assignment. Except to the extent set forth herein, neither Camtek nor any Investor may sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Agreement, except that either party may assign this agreement in whole as part of a merger acquisition provided in each case that the assignee shall undertake in writing towards the other parties hereto to assume and abide by all the terms hereunder, mutatis mutandis. Notwithstanding any provision of this Agreement to the contrary, the Investors may assign or otherwise transfer their rights under this Agreement only together with the relative portion of the Debentures corresponding to the assigned and transferred rights: (ai) This Mortgage to a Permitted Transferee, as defined below, provided that such assignment or transfer made to entities and/or persons included in clauses (i) to (iii) of such definition, shall be permitted only if made in the framework of a distribution of assets to partners and shareholders of the transferor; or (ii) to such entity or person approved by Camtek in writing and in advance (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, such approval shall not be required with respect to transferees which are Israeli insurance companies, Israeli provident funds and/or Israeli study funds (“kranot hishtalmut”); all provided, that each such transfer shall comply with all applicable securities laws and every provision hereof the transferees shall agree in writing towards Camtek to be bound by any restrictions applicable to the Investors under this Agreement and otherwise and to the extent required shall also sign the OCS Undertaking, and further provided that no assignment or transfer pursuant to clause (ii) above will be made without Camtek’s prior written approval (which may be granted or denied for reason or for no reason at Camtek’s sole discretion) if it results in decreasing the aggregate portion of FIMI Opportunity Fund, L.P. and FIMI Israel Opportunity Fund in the Debentures to less than 51%. It is being clarified that the right and authorization of FIMI Opportunity Fund, L.P. and FIMI Israel Opportunity Fund to take or exercise any action on behalf of the Investors or any right granted to the Investors hereunder (including the right to agree to an amendment to this Agreement or declare that an Event of Default had occurred, on behalf and in the name of all the Investors), as provided in Section 9(i) below, shall survive any assignment and transfer of rights and may not be assigned itself, and FIMI Opportunity Fund, L.P. and FIMI Israel Opportunity Fund shall, notwithstanding any assignment and transfer, continue to be deemed for all intents and purposes as the duly authorized representatives of all the Investors. Except as otherwise expressly limited herein, this Agreement shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of the Agent and its successors and assigns. (b) All of the covenants of this Mortgage shall run with the Land and be binding on any successor owners of enforceable by the Land. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage Investors and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereofCamtek and their successors. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisable.

Successors and Assigns; Assignment. (a) This Mortgage Agreement shall bind and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of the Agent Seller and its Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. (b) All . Purchaser shall not assign Purchaser’s rights under this Agreement without the prior written consent of the covenants of this Mortgage shall run with the Land and Seller, which consent may be binding on any successor owners of the Landwithheld absolutely. In the event that the ownership Seller consents to such assignment, Purchaser and such assignee shall execute and deliver an Assignment of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, the Agent may, without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage Purchase and the Debt Sale Agreement in the same manner form attached hereto as Exhibit E. Any subsequent assignment may be made only with the Borrower without in any way releasing or discharging prior written consent of Seller. Notwithstanding the Borrower from its obligations hereunder. The Borrower will give immediate foregoing consent requirement, with no later than five (5) business days’ prior written notice to Seller, Purchaser may assign this Agreement to any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Purchaser, and which satisfy the Agent requirements of Section 4.3 hereof, provided further that any conveyance, transfer or change such assignee complies with Seller’s “know your customer” policy in accordance with Section 4.5 hereof. No assignment of ownership Purchaser’s rights hereunder shall relieve Purchaser of its liabilities under this Agreement. This Agreement is solely for the benefit of Seller and Purchaser; there are no third party beneficiaries hereof. Any assignment of this Agreement in violation of the Mortgaged Property, but nothing in this Section shall vary or negate the foregoing provisions of Section 12 hereof. (c) The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by Borrower shall be null and void. Agent Notwithstanding anything to the contrary contained herein, Seller shall have be entitled to assign its rights under this Agreement to one or more entities prior to the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), Closing Date without the consent or approval necessity of BorrowerPurchaser’s consent, and Borrower upon such assignment and a conveyance of the Property to Seller’s assignee, Seller shall be released from all obligations under this Agreement, “Seller” shall thereafter refer to and only to such assignee, and Purchaser agrees to cooperate in look solely to such assignee for performance of all respects with Agent in connection therewithof Seller’s obligations under this Agreement. Invalid Provision. If any provision of this Agreement is held to be illegal, includinginvalid or unenforceable under present or future laws, without limitationsuch provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the execution remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement. Attorneys’ Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all documents and instruments reasonably requested by Agent other remedies or damages, as provided herein, reasonable attorneys’ fees incurred in such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Loan Documents, whatever disclosures regarding the Borrower or the Mortgaged Property it considers advisablesuit.

Successors and Assigns; Assignment. (a) This Mortgage and each and every provision hereof shall be binding upon the Borrower and its successors and assigns (including, without limitation, each and every record owner from time to time of the Mortgaged Property Whenever in this Agreement or any other person having an interest therein)Purchase Document reference is made to any Party, such reference shall be deemed to include the successors, assigns, heirs and legal Representatives of such party, and, without limiting the generality of the foregoing, all representations, warranties, covenants and other agreements made by or on behalf of the Purchaser in this Agreement and the other Purchase Documents shall inure to the benefit of the Agent and its successors and assigns. assigns of the Seller; provided, however, that nothing herein shall be deemed to authorize or permit the Purchaser or SPG to assign any of its rights or obligations under this Agreement or any other Purchase Document to any other Person (whether or not an Affiliate of the Purchaser), and the Purchaser covenants and agrees that it shall not make any such assignment. The Seller from time to time: (a) may assign or sell aall or any portion(s) of the rights, powers, privileges, remedies and interests of and/or the obligations owed to the Seller under this Agreement or any other Purchase Document to any Person; (b) All of may furnish and disclose financial statements, documents and other information pertaining to the covenants of this Mortgage shall run with the Land Purchaser to any potential assignee or participant permitted hereunder; and be binding on (c) may take any successor owners of the Land. In the event and all other actions that the ownership of the Mortgaged Property Seller may determine (in its sole and absolute discretion) to be necessary or appropriate in connection with any portion thereof becomes vested such assignment or participation; in a person or persons other than the Borrower, the Agent may, each case without notice to the Borrower, deal with such successor or successors in interest consent of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without Purchaser or any other Person. Without in any way releasing or discharging limiting the Borrower from its foregoing, each Party acknowledges and agrees that (A) the Seller and SGRP may assign any and all of the rights, powers, privileges, remedies and interests of and/or the obligations hereunder. The Borrower will give immediate written notice owed to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (c) The rights and obligations of Borrower Seller and/or SGRP under this Mortgage may not be assigned and Agreement or any purported assignment by Borrower shall be null and void. Agent shall have other Purchase Document to the right Senior Lender pursuant to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Loan or the Senior Loan Documents, whatever disclosures regarding (B) the Borrower Senior Lender shall be entitled to exercise or enforce any of the Mortgaged Property it considers advisablerights, powers, privileges, remedies and interests of and/or the obligations owed to the Seller and/or SGRP under this Agreement or any other Purchase Document in accordance with the Purchase Documents, the Senior Loan Documents and/or Applicable Law, and (C) the Senior Lender shall not be responsible or liable for any of the acts, omissions, duties, liabilities or obligations of the Seller or SGRP.