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accordance with the terms of the Transaction Documents to which any Lessee is a party to the maximum extent permitted by law and
such Transaction Documents.
SECTION 2.4 No Recourse . Except as specifically provided in this Agreement, the transfer of the Devices and the
Related Customer Leases under this Agreement shall be without recourse to any Originator.
SECTION 2.5 Intention of the Parties. It is the express intent of each of the parties hereto that the transactions hereunder
shall constitute absolute and irrevocable assignments (by way of capital contribution) of the Devices and the Related Customer
Leases by each Originator to its Related Lessee (such that the Devices and the Related Customer Leases, other than those, if any,
subsequently (i) repurchased by the Originators pursuant to the terms of the Transaction Documents or (ii) distributed to the
Originators pursuant to Sections 2.6, 2.7 or 2.8, would not be property of any Originator’s estate in the event of any Originator’s
bankruptcy). As a protective measure in the event that, notwithstanding the foregoing, the conveyance of the Devices and the
Related Customer Leases to the Lessees is recharacterized by any third party as a pledge or other grant of security securing a loan,
each Originator does hereby grant to its Related Lessee as of, (x) in the case of the Lease Closing Date Devices and Related
Customer Leases, the Lease Closing Date and (y) in the case of each Like-Kind Exchange Device, the Like-Kind Exchange Transfer
Date for such Like-Kind Exchange Device, a security interest in all of such Originator’s now or hereafter existing right, title and
interest in, to and under the Devices and the Related Customer Leases and agrees that this Agreement shall constitute a security
agreement under applicable Law. Each Originator hereby authorizes its Related Lessee, MLS and the Collateral Agent or their
respective designees (i) to file one or more financing or continuation statements, and amendments thereto and assignments thereof,
relative to all or any of such Originator’s rights in the Devices and Related Customer Leases now existing or hereafter arising in the
name of such Originator and (ii) to the extent permitted by the Servicing Agreement, to notify Customers of the assignment of the
Devices and the Related Customer Leases pursuant hereto.
SECTION 2.6 Like-Kind Exchanges . At any time that Servicer (on behalf of the Lessee) does a Like-Kind Exchange
under the relevant Related Customer Lease and as permitted under the Servicing Agreement, on the Like-Kind Exchange Transfer
Date for such Like-Kind Exchange Device, the relevant Lessee’s Related Originator agrees to contribute such Like-Kind Exchange
Device to such Lessee. Simultaneously with the contribution of the Like-Kind Exchange Device, the applicable Lessee shall make a
distribution to its Related Originator of all of such Lessee’s right, title and interest in and to the original Device.
SECTION 2.7 Transfers of Rights in Customer Leases Upon Device Repurchase . On each Purchase Date, simultaneously
with the sale of any Devices by MLS to an Originator pursuant to the Device Repurchase Agreement, the applicable Lessee shall
automatically make a distribution to its Related Originator of all of such Lessee’s right, title and interest in and to the Related
Customer Lease related to such Device.
SECTION 2.8 Redistribution Upon Transfer of Title of Device . At any time that MLS transfers title to a Device to the
applicable Lessee pursuant to Sections 3.2(b) or 3.2(c) of the Master Lease Agreement or Section 2.14(b) of the Servicing
Agreement, the applicable
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