Common use of Assignment by Lessor Clause in Contracts

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee but subject to Lessee’s rights under Article XVIII, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition of all, less than all or any portion re‑acquisition of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations obligations, or decrease the rights and entitlements, of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839Lessor shall reimburse the reasonable third party out-9503of-5138.10 Spirit/Malibu Boats Master Lease Agreement CA pocket costs and TN File No. 6457/02-5000 25expenses incurred by Lessee in connection with this Section 14.01 to the extent that such costs and expenses are in excess of the costs and expenses Lessee may incur in connection with the performance of its obligations under this Lease.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and/or the Property to another party (“Lessor’s willingness to enter into the transactions contemplated by this Lease Assignee”) either outright or as security for loans (collectively the “TransactionUnderwriting”) ). Upon notice of any such assignment and the other Transaction Documentsinstructions from Lessor, Lessee hereby agrees that Lessor may, from time shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease Assignee (or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain party designated by Lessor’s or any of its Affiliates’ status as a REITAssignee). In the event of Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor. Lessor’s Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the date of Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to promptly execute such or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents confirming requested by Lessor which acknowledge the saleassignment, assignment and affirmation of provisions of the Lease which may be required to effect the Underwriting. Lessee authorizes Lessor’s assigns to file UCC-1 financing statements or other transfer and such other agreements precautionary filings as Lessor may reasonably request and at or its assigns deem necessary. Lessor’s expense, so long as such expenses assigns are documented reasonable third-party costs, provided that authorized to take any measures necessary to protect their interest in the same do not increase the liabilities and obligations Property. Only one executed counterpart of Lessee hereunder. Lessor any Schedule shall be relieved, from and after marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created or perfected through the date of such transfer or conveyancepossession or control, as applicable, of liability for any counterpart other than the performance of any obligation of Lessor contained hereindocument or record, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25as applicable, marked “Original”.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition re‑acquisition of all, less than all or any portion of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and Property to another party (“Lessor’s willingness to enter into the transactions contemplated by this Lease (the “TransactionAssignee”) either outright or as security for loans. Upon notice of any such assignment and the other Transaction Documentsinstructions from Lessor, Lessee hereby agrees that Lessor may, from time shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease Assignee (or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain party designated by Lessor’s or any of its Affiliates’ status as a REITAssignee). In the event of Upon any such sale or assignment other than a security assignment, Lessee LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor’s Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the date of Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to execute such and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents confirming requested by Lessor which acknowledge the saleassignment and affirm provisions of the Lease, assignment and (ii) UCC–1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created through the transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance possession of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25counterpart other than the “Original”.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee but subject to Lessee’s rights under Article XVIII, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, its security interest in the Equipment, the Escrow Account and the Delivery Costs Account, and all proceeds therefrom (collectively, the “Assigned Rights”) may be assigned and reassigned by Lessor at any time, in whole or in part, to one or more assignees or sub- assignees by Lessor without the necessity of obtaining the consent of Lessee, but no such assignment, transfer or conveyance shall be effective as against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the name and address of the assignee and Lease Servicer, if any (as hereafter provided); provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Assigned Rights (or any other Transaction Documentinterest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the servicing rights Assigned Rights or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Assigned Rights or the creation of any interest in the Assigned Rights in an aggregate principal component that is less than $1,000,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to matters arising hereunder or under the Escrow Agreement with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the foregoingassignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or participations in any an Event of Non-appropriation under this Agreement. If an entity other than Banc of America Public Capital Corp or one of its affiliates is to be designated as Lease Servicer, such designation of such other entity may be made only with the foregoing; prior consent of Lessee, which consent shall not be unreasonably withheld or (b) a Securitization delayed. Lessor and related transactions. Without in any way limiting the foregoing, the parties Lessee hereby acknowledge and agree that Lessor, the restrictions and limitations on transfer as provided in its sole discretion, may assign this Lease Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Assigned Rights (or any interest herein to another Person (including without limitationtherein). Lessor acknowledges that the Agreement has not been, a taxable REIT subsidiary) in order to maintain Lessor’s and will not be, registered under the Securities Act of 1933, as amended, or any state securities laws and that Lessee has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of its Affiliates’ status as a REIT. In the event of this Section) or participate in any manner in connection with such assignment, and Lessor and any such sale assignee shall be solely responsible for compliance with any securities or assignment other than a security assignmentlaws, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee if applicable, in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of connection with such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and Property to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) Assignee either outright or as security for loans. Upon notice of any such assignment and the other Transaction Documentsinstructions from Lessor, Lessee hereby agrees that Lessor may, from time shall pay its Quarterly Rental and other payments and perform its other obligations under the Lease to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease Assignee (or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain party designated by Lessor’s or any of its Affiliates’ status as a REITAssignee). In the event of Upon any such sale or assignment other than a security assignment, LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor. Lessor’s Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the date of Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to promptly execute such or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgments of assignment, records and other documents confirming requested by Lessor which acknowledge the saleassignment, assignment affirmation of provisions of the Lease which may be required to effect the Underwriting. Lessee authorizes Lessor’s assigns to file UCC-1 financing statements or other transfer and such other agreements precautionary filings as Lessor may reasonably request and at or its assigns deem necessary. Lessor’s expense, so long as such expenses assigns are documented reasonable third-party costs, provided that authorized to take any measures necessary to protect their interest in the same do not increase the liabilities and obligations Property. Only one executed counterpart of Lessee hereunder. Lessor any Schedule shall be relieved, from and after marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created or perfected through the date of such transfer or conveyancepossession or control, as applicable, of liability for any counterpart other than the performance of any obligation of Lessor contained hereindocument or record, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25as applicable, marked “Original”.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the saleLessor, assignmentwithout Lessee’s consent, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition may assign and reassign all of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and and/or interest in and to this Lease or any other Transaction DocumentAgreement, the servicing rights Escrow Account and the Escrow Account Agreement including, but not limited to, the Rental Payments and other amounts payable by Lessee and Lessor’s interest in the Equipment, in whole or in part to one or more assignees by Lessor at any time; provided, however, in no event shall Lessee be required to make Rental Payments, to send notices or otherwise deal with respect to any matters arising under this Agreement with more than one individual or entity. No such assignment shall be effective as against Lessee unless and until written notice of the foregoingassignment is provided to Lessee. When presented with a notice of assignment, or participations Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the foregoing; or (b) a Securitization Code. Lessor covenants and related transactions. Without in any way limiting the foregoingagrees to undertake all responsibility for compliance with State and federal securities laws, the parties acknowledge and agree that Lessorincluding, in its sole discretionbut not limited to, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event responsibility for all actions of any such placement agent in connection with the offer or sale of this Agreement or Lease Interests. The Lessor acknowledges and agrees that the Lessee has made no undertaking to provide nor has it approved any disclosure or other information for use in connection with the sale of this Agreement or Lease Interests, and Lessor agrees to be fully responsible for any and all disclosure provided to potential investors. The Lessor represents and warrants that the sale of this Agreement or Lease Interests is exempt from Rule 15c2-12, and acknowledges and agrees that the Lessee has made no undertaking to provide any continuing or other disclosure following the execution and delivery of this Agreement. Lessor acknowledges and agrees that the sale or assignment other than a security assignment, Lessee shall attorn of Interests is subject to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee the restrictions contained in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable thirdCalifornia Government Code Sections 5950-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 255955.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in and to this Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Escrow Agreement, its security interest in the Equipment, the Escrow Account and the Delivery Costs Account, and all proceeds therefrom (collectively, the “Assigned Rights”) may be assigned and reassigned by Lessor at any time, in whole or in part, to one or more assignees or sub- assignees by Lessor without the necessity of obtaining the consent of Lessee, but no such assignment, transfer or conveyance shall be effective as against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the name and address of the assignee and Lease Servicer, if any (as hereafter provided); provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Assigned Rights (or any other Transaction Documentinterest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the servicing rights Assigned Rights or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Assigned Rights or the creation of any interest in the Assigned Rights in an aggregate principal component that is less than $1,000,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to matters arising hereunder or under the Escrow Agreement with or to more than one Lease Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the foregoingassignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or participations in any an Event of Non-appropriation under this Agreement. If an entity other than Banc of America Public Capital Corp or one of its affiliates is to be designated as Lease Servicer, such designation of such other entity may be made only with the foregoing; prior consent of Lessee, which consent shall not be unreasonably withheld or (b) a Securitization delayed. Lessor and related transactions. Without in any way limiting the foregoing, the parties Xxxxxx hereby acknowledge and agree that Lessor, the restrictions and limitations on transfer as provided in its sole discretion, may assign this Lease Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Assigned Rights (or any interest herein to another Person (including without limitationtherein). Xxxxxx acknowledges that the Agreement has not been, a taxable REIT subsidiary) in order to maintain Lessor’s and will not be, registered under the Securities Act of 1933, as amended, or any state securities laws and that Xxxxxx has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of its Affiliates’ status as a REIT. In the event of this Section) or participate in any manner in connection with such assignment, and Lessor and any such sale assignee shall be solely responsible for compliance with any securities or assignment other than a security assignmentlaws, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee if applicable, in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of connection with such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in and to this Lease Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Agreement (or any other Transaction Documentinterest therein) for its own account with no present intention to resell or distribute the Agreement (or interest therein), subject to each investor’s right at any time to dispose of the Agreement or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of Lessor’s rights and interests under the Agreement or the creation of any interest in the Agreement in an aggregate Principal Component that is less than $100,000 and (iii) to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to applicable State law. Lessee agrees that (i) Lessor may assign, sell, transfer or encumber all or any part of the Agreement, the servicing rights Energy Conservation Equipment, the Rental Payments and the Acquisition Fund Agreement and (ii) in the event of any such assignment of Rental Payments under this Agreement and written notice thereof to Lessee, to unconditionally pay directly to any such assignee all Rental Payments and other sums due or to become due under this Agreement so assigned. Lessor acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s obligations to perform in accordance with respect to the terms of this Agreement in accordance with its terms as originally executed. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SETOFF WHICH LESSEE MAY HAVE AGAINST LESSOR; PROVIDED, THAT LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF LESSOR UNDER THIS AGREEMENT OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee (A) shall attorn be subject to such purchaser or assignee (Lessee’s right to possess and use the Energy Conservation Equipment so long as Lessee is not in default hereunder, and (B) shall not release any of Lessor’s obligations under this Agreement, unless Lessee otherwise agrees in writing, or any claim which Lessee has against Lessor. Lessor acknowledges that the Agreement has not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and that Lessee has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and Lessor and any such purchaser or assignee notify Lessee shall be solely responsible for compliance with all securities and other laws in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of connection with such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement lnducement to Lessor’s 's willingness to enter into the transactions contemplated by this Lease (the “"Transaction”") and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s 's right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s 's or any of its Affiliates’ ' status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement Lessor and any assignee of Lessor, with or without notice to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the or consent of Lessee, engage may sell, assign, transfer or grant a security interest in all or any combination part of Lessor's rights, obligations, title or interest in the followingEquipment, the Lease, any Schedule or enter into agreements the amounts payable under the Lease or any Schedule to any entity ( "transferee"). The transferee shall succeed to all of Lessor's rights in respect to the Lease (including; without limitation, all rights to insurance and indemnity protection described in the Lease). Lessee agrees to sign any acknowledgment and other documents reasonably requested by Lessor or the transferee in connection with any such transfer transaction. Lessee, upon receiving notice of any such transfer transaction, shall comply with the following terms and conditions thereof. Lessee agrees that it shall not assert against any transferee any claim, defense, setoff, deduction or counterclaim which Lessee may now or hereafter be entitled to assert against Lessor. Unless otherwise agreed in accordance with requirements writing, the transfer transaction shall not relieve Lessor of any of its obligations to Lessee under the Lease and Lessee agrees that may the transfer transaction shall not be imposed construed as being an assumption of such obligations by applicable securitiesthe transferee. 22. NO ASSIGNMENT, tax or other LawsSUBLEASE OR LIEN BY LESSEE: LESSEE SHALL NOT, DIRECTLY OR INDIRECTLY, (a) the saleMORTGAGE, assignmentASSIGN, grantSELL, conveyanceTRANSFER, transferOR OTHERWISE DISPOSE OF THE LEASE OR ANY INTEREST THEREIN OR THE EQUIPMENT OR ANY PART THEREOF, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or OR (b) a Securitization and related transactionsSUBLEASE, RENT, LEND OR TRANSFER POSSESSION OR USE OF THE EQUIPMENT OR ANY PART THEREFOR TO ANY PARTY, OR (c) CREATE, INCUR, GRANT, ASSUME OR ALLOW TO EXIST ANY LIEN ON THE LEASE, ANY SCHEDULE. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25THE EQUIPMENT OR ANY PART THEREOF.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) Lessor and the other Transaction Documentsits successors and assigns may sell, Lessee hereby agrees that Lessor mayassign, from time to time and at any time and without the consent of Lessee, engage in all transfer or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s rightsyndicate its rights, title and interest in this and to any Lease and the Equipment, individually or together, in whole or in part, and/or grant or assign a security interest in any Lease and the Equipment individually or together, in whole or in part; provided, however, that so long as no Event of Default or event which with the giving of notice, the passage of time, or both, would constitute an Event of Default shall have occurred, Lessor shall EXECUTION VERSION not make any assignment to any entity not affiliated with Lessor without obtaining Lessee’s prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed and Lessee shall enjoy its right to quiet enjoyment as set forth in Section 24 below. Each such assignee shall have all of the rights of Lessor under each Lease assigned to it. Lessee shall not assert against any such assignee any claims or defenses by way of abatement, set-off, counterclaim or recoupment that Lessee may have against Lessor or any other Transaction Documentperson or entity. Upon receipt of written notice of Lessor’s assignment of all or any part of its interest in any Lease, Lessee agrees to attorn to and recognize any such assignee as the servicing rights with respect owner of such assigned Lessor’s interest in any Lease and Lessee shall thereafter make such payments, including without limitation such Rent as are indicated in the notice of assignment, to any such assignee. No such Lessor assignment will alter the terms and conditions of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this relevant Lease or any interest herein to another Person (including without limitationexpand, a taxable REIT subsidiary) in order to maintain Lessor’s enlarge or any modify the obligations of its Affiliates’ status as a REITLessee. In the event of Notwithstanding any such sale or assignment other than a security assignment, Lessee shall attorn will continue to such purchaser deal directly and solely with Stonebriar Commercial Finance LLC as administrative agent for the lessors (whether one or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignmentmore). At the request , including affiliates of Lessor, until such time as Lessee will execute has received written notice that such documents confirming administrative agent has been replaced and Lessee has had reasonable time to acknowledge such notice. Lessee agrees that Lessor may disclose information regarding Lessee and the saletransactions to any such assignee, assignment potential assignee, rating agency or other transfer and party in connection with any such other agreements as Lessor may reasonably request and at Lessor’s expense, assignment so long as such expenses are documented reasonable third-party costs, provided that is informed by Lessor of the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance confidential nature of any obligation of documents or information which Lessor contained herein, except for obligations or liabilities accrued prior has otherwise agreed to keep confidential and agrees to keep such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25information confidential.

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and/or the Property to another party ("Lessor’s willingness to enter into 's Assignee") either outright or as security for loans (collectively the transactions contemplated by this Lease (the “Transaction”) "Underwriting"). Upon notice of any such assignment and the other Transaction Documentsinstructions from Lessor, Lessee hereby agrees that Lessor may, from time shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to time and at any time and without the consent of Lessee, engage in all Lessor's Assignee (or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain party designated by Lessor’s or any of its Affiliates’ status as a REIT's Assignee). In the event of Upon any such sale or assignment other than a security assignment, LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor. Lessor's Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor's obligations under the date of Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to promptly execute such or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents confirming requested by Lessor which acknowledge the saleassignment, assignment affirmation of provisions of the Lease which may be required to effect the Underwriting. Lessee authorizes Lessor's assigns to file UCC-1 financing statements or other transfer and such other agreements precautionary filings as Lessor may reasonably request and at or its assigns deem necessary. Lessor’s expense's assigns are authorized to take any measures necessary to protect their interest in the Property, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations including placing a lien on titled vehicles. Only one executed counterpart of Lessee hereunder. Lessor any Schedule shall be relieved, from and after marked "Original"; any other executed counterparts shall be marked "Duplicate Original" or "Counterpart". No security interest in any Schedule may be created or perfected through the date of such transfer or conveyancepossession or control, as applicable, of liability for any counterpart other than the performance of any obligation of Lessor contained hereindocument or record, except for obligations or liabilities accrued prior to such assignment or saleas applicable, marked "Original". 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25SECTION 12.

Assignment by Lessor. As a material inducement to LessorXxxxxx’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that LessorXxxxxx, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REITREIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee Xxxxxx will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder or adversely impact the rights of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25sale (including, without limitation, Lessor’s obligation to deliver any Reserve currently held by Lessor to such purchaser or assignee).

Assignment by Lessor. As a material inducement Lessee and Lessor hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered to Lessor’s willingness the Agent the Loan Agreement, which is intended to enter into the transactions contemplated by this Lease (the “Transaction”) assign as collateral security and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage gxxxx x Xxxx in all or any combination favor of the followingAgent in, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or to and under (among other Laws: (athings) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesEquipment, this Lease and the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Loan Agreement. Lessor agrees that it shall not otherwise assign or any other Transaction Document, Lessor’s convey its right, title and interest in and to the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) or any other part of the Collateral, except (a) as expressly permitted by and subject to the provisions of the Participation Agreement, the Trust Agreement and the Loan Agreement or (b) following the discharge of the Lien of the Loan Agreement in accordance with its terms. Lessee hereby consents to such assignment and to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Loan Agreement provides for the exercise by the Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excepted Property, the Equipment and as otherwise provided in the Loan Agreement), (y) acknowledges receipt of an executed counterpart of the Loan Agreement as in effect on the date hereof and consents to all of the provisions thereof and (z) agrees that, to the extent provided in the Loan Agreement, the Agent shall have all the rights of Lessor hereunder (excluding such rights relating to any Excepted Property, the Equipment and as otherwise provided in the Loan Agreement) as if the Agent had originally been named as Lessor herein, to the extent provided in the Loan Agreement. Notwithstanding any provision of this Lease or any other Transaction Document, Operative Agreement but without prejudice to Lessor's and the servicing Holders' rights with respect to any of expressly provided for in the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expenseLoan Agreement, so long as Lessor's interest in the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) is subject to the Lien of the Loan Agreement, Lessee shall make all payments of Rent (excluding Segregated Excepted Property but including all other Excepted Property) to the Agent to such expenses are documented reasonable third-party costsaccount as the Agent may specify to Lessee from time to time for distribution in accordance with the terms of the Operative Agreements, provided that and the same do not increase the liabilities and obligations obligation of Lessee hereunder. Lessor to make all such payments shall not be relievedsubject to any defense, from and after the date of such transfer counterclaim, setoff or conveyance, of liability for the performance other right or claim of any obligation of Lessor contained hereinkind which Lessee may be able to assert against Lessor, except for obligations any Holder, the Lenders, the Bank Lenders or liabilities accrued prior to such assignment the Agent in any action regarding this Lease or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25otherwise.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, 20 4830-1362-4631.5 STORE/Synalloy Master Lease Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to LessorLxxxxx’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of LesseeLessee but in all cases subject to the terms and conditions of this Lease including Exhibit C attached hereto, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-re financing, purchase or re-re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of LessorLxxxxx, Lessee Lxxxxx will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lxxxxx’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder or limit the Lessee’s rights hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25sale provided such purchaser or assignee assumes in writing all such obligations of Lessor hereunder.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or and to Rental Payments and any other Transaction Documentamounts payable by Lessee under any and all of the Leases, its interest in the servicing rights Equipment subject to each such Lease, and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, however, that any such assignment, transfer or conveyance to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to any applicable State law. Nothing in this Section 11.01 shall be construed, however, to prevent Lessor from executing any such assignment, transfer or conveyance that does not involve funding through the use of certificates of participation within the meaning of applicable State law, including any such assignment, transfer or conveyance as part of a multiple asset pool to a partnership or trust, interests in which are offered and sold in a private placement or limited offering only to investors whom Lessor reasonably believes are qualified institutional buyers or accredited investors within the meaning of the applicable federal securities law; provided further, however, that in any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise deal with respect to any matters arising under a Lease with or to more than one individual or entity. No assignment, transfer or conveyance permitted by this Section 11.01 shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, trust certificates or partnership interests with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the foregoing, or participations in any name and address of the foregoing; bank or (b) a Securitization and related transactionstrust company as trustee or paying agent. Without in any way limiting During the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any term of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignmenteach Lease, Lessee shall attorn keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or the Vendor. Assignments in part may include without limitation assignment of all of Lessor’s interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such purchaser Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment of less than all of Lessor’s interests in the Equipment listed in a single Lease. Lessor acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or assignee (so long modify in any respect Lessee’s obligations to perform in accordance with the terms of this Agreement and the related Lease in accordance with their terms as originally executed. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents or participate in any manner in connection with such assignment, and Lessor and any such purchaser or assignee notify Lessee shall be solely responsible for compliance with all securities and other laws in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of connection with such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall acknowledges that this Agreement and each Lease has not and will not be relieved, from registered under the Securities Act of 1933 or any state securities laws and after the date of such transfer that Lessee has not and will not prepare any offering or conveyance, of liability disclosure materials or documents for the performance of use in connection with any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25under this Section.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, The Lessor’s right, title and interest in this and to Rental Payments and any other amounts payable by the Sub-Lessee under any and all of the Leases and the Lessor’s security interest in the Equipment subject to each such Lease and in the Acquisition Fund or any other Transaction Documentportion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the servicing rights with respect to any Lessor without the DRAFT necessity of obtaining the consent of the foregoingLessee or the Sub-Lessee; provided, however, that no such assignment or participations in any reassignment shall be effective unless and until (a) the Lessee and Sub- Lessee shall have received notice of the foregoing; assignment or reassignment disclosing the name and address of the assignee or subassignee, and (b) in the event that such assignment or reassignment is made to a Securitization bank or trust company as trustee for holders of certificates representing interests in such a Lease, such bank or trust company agrees to maintain, or cause to be maintained, a book- entry system by which a record of the names and related transactionsaddresses of such holders as of any particular time is kept and agrees, upon request of the Lessee, to furnish such information to the Lessee. Without During the term of each Lease, the Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. The Lessee and the Sub-Lessee agree to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by the Lessor to protect its interest in the Equipment, in any way limiting Lease and in the foregoingAcquisition Fund. The Sub-Lessee shall not have the right to and shall not assert against any assignee of the Lessor any claim, counterclaim or other right that the Sub-Lessee may have against the Lessor, the Lessee or any Vendor; the parties acknowledge and agree that Lessor, the foregoing does not limit or restrict the Sub-Lessee in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or the exercise of any of its Affiliates’ status as a REIT. In rights against the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming or any Vendor. Assignments in part may include without limitation assignment of all of the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expensesecurity interest in and to the Equipment listed in a particular Lease and all rights in, so long as such expenses are documented reasonable third-party costs, provided that to and under the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior Lease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25of less than all of the Lessor’s interests in all of the Equipment listed in a single Lease.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition re‑acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REITREIT so long as such Person expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder or adversely impact the rights of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25sale (including, without limitation, Lessor’s obligation to deliver any Reserve currently held by Lessor to such purchaser or assignee).

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition financing of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents), Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: Laws (provided that in each such instance it shall be at not cost or liability to Lessee): (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s rightassign its rights, title and interest in this and to any Lease and the Property, individually or together, in whole or in part, and/or grant or assign a security interest in any Lease and the Property individually or together, in whole or in part; provided, however, that so long as no Event of Default or event which with the giving of notice, the passage of time, or both, would constitute an Event of Default shall have occurred, Lessor shall not make any assignment to any entity not affiliated with Lessor without obtaining Lessee’s prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed and Lessee shall enjoy its right to quiet enjoyment as set forth in Section 24 below. Each such assignee shall have all of the rights of Lessor under each Lease assigned to it. Lessee shall not assert against any such assignee any claims or defenses by way of abatement, set-off, counterclaim or recoupment that Lessee may have against Lessor or any other Transaction Documentperson or entity. Upon receipt of written notice of Lessor’s assignment of all or any part of its interest in any Lease, Lessee agrees to attorn to and recognize any such assignee as the servicing rights with respect owner of such assigned Lessor’s interest in any Lease and Lessee shall thereafter make such payments, including without limitation such Rent as are indicated in the notice of assignment, to any such assignee. No such Lessor assignment will alter the terms and conditions of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this relevant Lease or any interest herein to another Person (including without limitationexpand, a taxable REIT subsidiary) in order to maintain Lessor’s enlarge or modify the obligations of Lessee or any of its Affiliates’ status as a REITguarantor. In the event of Notwithstanding any such sale or assignment other than a security assignment, Lessee shall attorn will continue to such purchaser deal directly and solely with Stonebriar Commercial Finance LLC as administrative agent for the lessors (whether one or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignmentmore). At the request , including affiliates of Lessor, until such time as Lessee will execute has received written notice that such documents confirming administrative agent has been replaced and Lessee has had reasonable time to acknowledge such notice. Each of Lessee and any guarantor agrees that Lessor may disclose information regarding Lessee, any guarantor and the saletransactions to any such assignee, assignment potential assignee, rating agency or other transfer and party in connection with any such other agreements as Lessor may reasonably request and at Lessor’s expense, assignment so long as such expenses are documented reasonable third-party costs, provided that is informed by Lessor of the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance confidential nature of any obligation of documents or information which Lessor contained herein, except for obligations or liabilities accrued prior has otherwise agreed to keep confidential and agrees to keep such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25information confidential.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignmentassignment including obligations pertaining to reserve funds). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Notwithstanding the foregoing, during the period of time that is the lesser of (i) the time period during which the forward commitments described in Section 7.25 of the Purchase and Sale Agreement remain outstanding or (ii) two (2) years from the Effective Date, Lessor shall not sell, assign, convey or transfer its right under this Lease Agreement CA and TN File No. 6457/02-5000 25(except the two condo properties) or procure financing from a third party that is not an Affiliate of Lessor which involves a Securitization (hereinafter defined) without Lessee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and Property to another party ("Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”'s Assignee") either outright or as security for loans. Upon notice of any such assignment and the other Transaction Documentsinstructions from Lessor, Lessee hereby agrees that Lessor may, from time shall pay its Monthly Rental and other payments and 5 perform its other obligations under the Lease to time and at any time and without the consent of Lessee, engage in all Lessor's Assignee (or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain party designated by Lessor’s or any of its Affiliates’ status as a REIT's Assignee). In the event of Upon any such sale or assignment other than a security assignment, Lessee LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessor's Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor's obligations under the date of Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to execute such and deliver to Lessor: (i) estoppel certificates, acknowledgments of assignment and other documents confirming requested by Lessor which acknowledge the saleassignment and affirm provisions of the Lease, assignment and (ii) UCC-1 financing statements or precautionary filings as requested. Only one executed counterpart of any Schedule shall be marked "Original"; any other executed counterparts shall be marked "Duplicate Original" or "Counterpart". No security interest in any Schedule may be created through the transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance possession of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25counterpart other than the "Original".

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that If Lessor may, from time to time and at any time and without the consent of Lessee, engage in all transfers or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and assigns its interest in this Lease lease or any other Transaction Document, in the servicing rights with respect Property to any of the foregoingperson, or participations in Lessor shall thereby be released from any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the further obligations of Lessor hereunder arising from and after the date of the assignment hereunder, and Lessee agrees to look solely to such assignment)successor-in-interest of Lessor for performance of such obligations. At If any security given by Lessee to secure the request performance of LessorLessee's obligations hereunder is assigned or transferred by Lessor to any such successor-in-interest, Lessee then Lessor shall thereby be discharged of any further obligation relating thereto. For the purposes of this Section, any holder of a mortgage that affects the premises or the Property at any time will execute such documents confirming be a successor-in-interest to Lessor as to the premises and the Property when it succeeds to the interest of the Lessor or any successor-in-interest, whether by voluntary sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at or by way of foreclosure, deed in lieu of foreclosure or dispossession of Lessor’s expense. Lessee agrees to attorn to the assignee, so long as such expenses are documented reasonable third-party coststransferee, provided that the same do not increase the liabilities and obligations or purchaser of Lessee hereunder. Lessor shall be relieved, Lessor's interest from and after the date of notice to Lessee of any such assignment, transfer or conveyancesale, in the same manner and with the same force and effect as though this lease were made, in the first instance, by and between Lessee and such assignee, transferee or purchaser. If any proceedings are instituted for foreclosure, or in the event of liability for the performance exercise of the power of sale under any obligation mortgage made by Lessor covering the premises or the Property, Lessee shall, upon such mortgagee's request, attorn to the transferee or successor-in-interest upon any such foreclosure, deed in lieu of foreclosure, sale or termination and recognize such transferee or successor-in-interest as the Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25under this lease.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financingre‑financing, purchase or re-acquisition of all, less than all or any portion re‑acquisition of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status Exhibit 10.15 as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignmentassignment including obligations pertaining to reserve funds). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Notwithstanding the foregoing, during the period of time that is the lesser of (i) the time period during which the forward commitments described in Section 7.25 of the Purchase and Sale Agreement remain outstanding or (ii) two (2) years from the Effective Date, Lessor shall not sell, assign, convey or transfer its right under this Lease Agreement CA (except the two condo properties) or procure financing from a third party that is not an Affiliate of Lessor which involves a Securitization (hereinafter defined) without Lessee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Lessee hereby consents to the sale of the Office Condo to a third party, and TN File No. 6457/02-5000 25in such event the Lease shall be divided as provided in section 17.22

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and Property to Lessor’s willingness Assignee either outright or as security for loans. Lessee shall only receive notice of an assignment or transfer if the Lessee's Monthly Rental and other payments and obligations under the Lease are required to enter into be paid directly by Lessee to the transactions contemplated Lessor's Assignee (or to another party designated by this Lease (Lessor's Assignee). If the “Transaction”) and the other Transaction DocumentsLessee receives such notice, Lessee hereby agrees that Lessor may, from time to time shall fully comply with all instructions for payment and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactionsperformance contained therein. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of Upon any such sale or assignment other than a security assignment, and with or without notice LESSEE’S OBLIGATIONS TO LESSOR’S ASSIGNEE UNDER THE ASSIGNED LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR’S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor. Lessor’s Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor’s obligations under the date Lease. Lessee shall provide Lessor with a copy of any notices sent by Lessee to assignee under the Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to promptly execute such or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents confirming requested by Lessor which acknowledge the saleassignment, assignment affirmation of provisions of the Lease which may be required to effect the Underwriting. Lessee authorizes Lessor’s assigns to file UCC-1 financing statements or other transfer and such other agreements precautionary filings as Lessor may reasonably request and at or its assigns deem necessary. Lessor’s expense, so long as such expenses assigns are documented reasonable third-party costs, provided that authorized to take any measures necessary to protect their interest in the same do not increase the liabilities and obligations Property. Only one executed counterpart of Lessee hereunder. Lessor any Schedule shall be relieved, from and after marked “Original”; any other executed counterparts shall be marked “Duplicate Original” or “Counterpart”. No security interest in any Schedule may be created or perfected through the date of such transfer or conveyancepossession or control, as applicable, of liability for any counterpart other than the performance of any obligation of Lessor contained hereindocument or record, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25as applicable, marked “Original”.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, The Lessor’s right, title and interest in this and to Rental Payments and any other amounts payable by the Sub-Lessee under any and all of the Leases and the Lessor’s security interest in the Equipment subject to each such Lease and in the Acquisition Fund or any other Transaction Documentportion thereof, and all proceeds therefrom, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by the servicing rights with respect to any Lessor without the necessity of obtaining the consent of the foregoingLessee or the Sub-Lessee; provided, however, that no such assignment or participations in any reassignment shall be effective unless and until (a) the Lessee and Sub- Lessee shall have received notice of the foregoing; assignment or reassignment disclosing the name and address of the assignee or subassignee, and (b) in the event that such assignment or reassignment is made to a Securitization bank or trust company as trustee for holders of certificates representing interests in such a Lease, such bank or trust company agrees to maintain, or cause to be maintained, a book- entry system by which a record of the names and related transactionsaddresses of such holders as of any particular time is kept and agrees, upon request of the Lessee, to furnish such information to the Lessee. Without During the term of each Lease, the Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. The Lessee and the Sub-Lessee agree to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by the Lessor to protect its interest in the Equipment, in any way limiting Lease and in the foregoingAcquisition Fund. The Sub-Lessee shall not have the right to and shall not assert against any assignee of the Lessor any claim, counterclaim or other right that the Sub-Lessee may have against the Lessor, the Lessee or any Vendor; the parties acknowledge and agree that Lessor, the foregoing does not limit or restrict the Sub-Lessee in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or the exercise of any of its Affiliates’ status as a REIT. In rights against the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming or any Vendor. Assignments in part may include without limitation assignment of all of the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expensesecurity interest in and to the Equipment listed in a particular Lease and all rights in, so long as such expenses are documented reasonable third-party costs, provided that to and under the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior Lease related to such Equipment. The option granted in this Section may be separately exercised from time to time with respect to the Equipment listed in each Lease, but such option does not permit the assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25of less than all of the Lessor’s interests in all of the Equipment listed in a single Lease.

Assignment by Lessor. As a material inducement Lessor may assign or transfer its rights and interests in the Lease and Property to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) 's Assignee either outright or as security for loans. Upon notice of any such assignment and the other Transaction Documentsinstructions from Lessor, Lessee hereby agrees that Lessor may, from time shall pay its Monthly Rental and other payments and perform its other obligations under the Lease to time and at any time and without the consent of Lessee, engage in all Lessor's Assignee (or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain party designated by Lessor’s or any of its Affiliates’ status as a REIT's Assignee). In the event of Upon any such sale or assignment other than a security assignment, LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH LESSEE MIGHT HAVE AGAINST LESSOR OR ANY THIRD PARTY. Lessee waives and will not assert against any assignee of Lessor any claims, defenses, or set-offs which Lessee could assert against Lessor or any third party. Lessor's Assignee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing have all of such transfer and such purchaser or assignee expressly assumes in writing the rights but none of the obligations of Lessor hereunder from under the assigned Lease, and after such assignment Lessor shall continue to be responsible for all of Lessor's obligations under the date of Lease. Upon any such assignment). At the request of Lessor, Lessee will agrees to promptly execute such or otherwise authenticate and deliver to Lessor estoppel certificates, acknowledgements of assignment, records and other documents confirming requested by Lessor which acknowledge the saleassignment, assignment affirmation of provisions of the Lease which may be required to effect the Underwriting. Lessee authorizes Lessor's assigns to file UCC-1 financing statements, precautionary filings, documents with the FAA to evidence its interest in the Property, registrations with the XXXX, and any other filings or other transfer and such other agreements registrations as Lessor may reasonably request and at or its assigns deem necessary. Lessor’s expense, so long as such expenses 's assigns are documented reasonable third-party costs, provided that authorized to take any measures necessary to protect their interest in the same do not increase the liabilities and obligations Property. Aircraft MLPRRMQ Initials __________ Only one executed counterpart of Lessee hereunder. Lessor any Schedule shall be relieved, from and after marked "Original"; any other executed counterparts shall be marked "Duplicate Original" or "Counterpart". No security interest in any Schedule may be created or perfected through the date of such transfer or conveyancepossession or control, as applicable, of liability for any counterpart other than the performance of any obligation of Lessor contained hereindocument or record, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25as applicable, marked "Original".

Assignment by Lessor. As a material inducement to LessorXxxxxx’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of LesseeLessee but in all cases subject to the terms and conditions of this Lease including Exhibit C attached hereto, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-re financing, purchase or re-re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of LessorXxxxxx, Lessee Xxxxxx will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Xxxxxx’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-re financing, purchase or re-re acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder and include Successor Lessor’s express assumption of all Lessor’s obligations hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s 's willingness to enter into the transactions contemplated by this Lease (the “"Transaction”") and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesProperty, this Lease or any other Transaction Document, Lessor’s 's right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s 's or any of its Affiliates’ ' status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee Xxxxxx hereby agrees that as set forth further below, Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions, provided that, if no Event of Default has occurred and is continuing at the time of the proposed transaction, Lessor shall not engage in any of the foregoing transactions with any Person identified on Schedule 14.01 (each, a “Restricted Transferee”). Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of LessorXxxxxx, Lessee Xxxxxx will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costsrequest, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master In the event that from time to time Lessor desires to partially assign its interest in the Lease with respect to one or more of the Properties, then (a) within ten (10) Business Days of receipt of Lessor’s request to Lessee thereof, Lessor and Lessee will mutually agree upon the Base Annual Rental allocated to any Properties to be covered by the partial assignment (the “Allocated Base Annual Rental Amount”); (b) Lessor, at its cost and expense, shall prepare a lease agreement (or lease agreements, in Lessor’s discretion) in the form identical to this Lease with respect to any such Properties (each, an “New Lease Agreement”); (c) upon the assignment by Lessor, this Lease shall be amended and restated to exclude any such Properties from the Lease, the Base Annual Rental hereunder shall be reduced by the Allocated Base Annual Rental Amount; and (d) the Base Annual Rental payable under the New Lease Agreement(s) will equal the Allocated Base Annual Rental Amount. In such event, each party (including Xxxxxx’s assignee), shall execute any such New Lease Agreement CA within five (5) Business Days after Lessor’s delivery thereof. If Lessee fails to deliver such New Lease Agreement within such five (5) Business Day period, then Lessor shall deliver a subsequent written request of such New Lease Agreement (the “New Lease Agreement Second Request”) and TN File NoLessee shall be required to deliver such new Lease Agreement within three (3) Business Days after the New Lease Agreement Second Request. 6457/02Notwithstanding clause (a) above, after the Initial Term and during any Extension Option, Lessor shall determine in its reasonable business discretion, the Allocated Base Annual Rental Amount. In addition, Xxxxxx shall execute and deliver to Lessor, any other instruments and documents reasonably requested by Xxxxxx in connection with the sale or assignment and a commercially reasonable subordination, non-5000 25disturbance and attornment agreement that may be requested by Xxxxxx’s assignee’s lenders. In addition, Xxxxxx agrees to cooperate reasonably with Lessor in connection with any such sale or assignment. From and after the effective date of any such New Lease Agreement, Lessor will be released from any liability thereafter arising with respect to the Properties covered thereby. Without limiting the liability of assignee lessor under this Lease following an assignment by Lessor pursuant to this Section, in no event shall Lessor have any liability under any New Lease Agreement. Without limiting the foregoing, Lessee acknowledges that any New Lease Agreement can be a “master lease” agreement covering multiple Properties.

Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Properties, this Lease or any other Transaction Document, Lessor’s right, title and interest in and to this Lease Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the Acquisition Fund Agreement, its security interest in the Energy Conservation Equipment, the Acquisition Fund and the Delivery Costs Fund and all proceeds therefrom may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, and is purchasing the Agreement (or any other Transaction Documentinterest therein) for its own account with no present intention to resell or distribute the Agreement (or interest therein), subject to each investor’s right at any time to dispose of the Agreement or any interest therein as it determines to be in its best interests, (ii) shall not result in more than 35 owners of Lessor’s rights and interests under the Agreement or the creation of any interest in the Agreement in an aggregate Principal Component that is less than $100,000 and (iii) to a trustee for the benefit of owners of certificates of participation shall be made in a manner that conforms to applicable State law. Lessee agrees that (i) Lessor may assign, sell, transfer or encumber all or any part of the Agreement, the servicing rights Energy Conservation Equipment, the Rental Payments and the Acquisition Fund Agreement and (ii) in the event of any such assignment of Rental Payments under this Agreement and written notice thereof to Lessee, to unconditionally pay directly to any such assignee all Rental Payments and other sums due or to become due under this Agreement so assigned. Xxxxxx acknowledges and agrees that any assignment under this Section shall not, and shall not purport to, alter or modify in any respect Lessee’s obligations to perform in accordance with respect to the terms of this Agreement in accordance with its terms as originally executed. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SETOFF WHICH LESSEE MAY HAVE AGAINST XXXXXX; PROVIDED, THAT LESSEE SHALL NOT BE PRECLUDED FROM ASSERTING AGAINST ANY ASSIGNEE ANY CLAIM IT MAY HAVE AS A RESULT OF ASSIGNEE’S BREACH OF ANY OF THE OBLIGATIONS OF LESSOR UNDER THIS AGREEMENT OCCURRING AFTER ANY SUCH ASSIGNMENT. Notwithstanding any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee (A) shall attorn be subject to such purchaser or assignee (Xxxxxx’s right to possess and use the Energy Conservation Equipment so long as Lessee is not in default hereunder, and (B) shall not release any of Lessor’s obligations under this Agreement, unless Lessee otherwise agrees in writing, or any claim which Xxxxxx has against Lessor. Lessor acknowledges that the Agreement has not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and that Xxxxxx has not prepared, and will not prepare, any offering or disclosure materials or document for use in connection with any assignment under this Section. Any assignment under this Section shall be subject to the condition that Lessee shall incur no costs nor be required to provide or execute any documents (except as expressly provided in subsection (c) of this Section) or participate in any manner in connection with such assignment, and Lessor and any such purchaser or assignee notify Lessee shall be solely responsible for compliance with all securities and other laws in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of connection with such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expense, so long as such expenses are documented reasonable third-party costs, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25.

Assignment by Lessor. As a material inducement Lessee and Lessor hereby confirm that concurrently with the execution and delivery of this Lease, Lessor has executed and delivered to Lessor’s willingness the Agent the Loan Agreement, which is intended to enter into the transactions contemplated by this Lease (the “Transaction”) assign as collateral security and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time to time and at any time and without the consent of Lessee, engage xxxxx x Xxxx in all or any combination favor of the followingAgent in, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or to and under (among other Laws: (athings) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the PropertiesEquipment, this Lease and the Rent payable hereunder (excluding Excepted Property), all as more explicitly set forth in the Loan Agreement. Lessor agrees that it shall not otherwise assign or any other Transaction Document, Lessor’s convey its right, title and interest in and to the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) or any other part of the Collateral, except (a) as expressly permitted by and subject to the provisions of the Participation Agreement, the Trust Agreement and the Loan Agreement or (b) following the discharge of the Lien of the Loan Agreement in accordance with its terms. Lessee hereby consents to such assignment and to the creation of such Lien and consents to the terms and provisions thereof. Lessee (x) acknowledges that the Loan Agreement provides for the exercise by the Agent of all rights of Lessor hereunder to give any consents, approvals, waivers, notices or the like, to make any elections, demands or the like (excluding with regard to the Excepted Property, the Equipment and as otherwise provided in the Loan Agreement), (y) acknowledges receipt of an executed counterpart of the Loan Agreement as in effect on the date hereof and consents to all of the provisions thereof and (z) agrees that, to the extent provided in the Loan Agreement, the Agent shall have all the rights of Lessor hereunder (excluding such rights relating to any Excepted Property, the Equipment and as otherwise provided in the Loan Agreement) as if the Agent had originally been named as Lessor herein, to the extent provided in the Loan Agreement. Notwithstanding any provision of this Lease or any other Transaction Document, Operative Agreement but without prejudice to Lessor's and the servicing Holders' rights with respect to any of expressly provided for in the foregoing, or participations in any of the foregoing; or (b) a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a taxable REIT subsidiary) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request and at Lessor’s expenseLoan Agreement, so long as Lessor's interest in the Equipment, this Lease and the Rent payable hereunder (excluding the Excepted Property) is subject to the Lien of the Loan Agreement, Lessee shall make all payments of Rent (excluding Segregated Excepted Property but including all other Excepted Property) to the Agent to such expenses are documented reasonable third-party costsaccount as the Agent may specify to Lessee from time to time for distribution in accordance with the terms of the Operative Agreements, provided that and the same do not increase the liabilities and obligations obligation of Lessee hereunder. Lessor to make all such payments shall not be relievedsubject to any defense, from and after the date of such transfer counterclaim, setoff or conveyance, of liability for the performance other right or claim of any obligation of Lessor contained hereinkind which Lessee may be able to assert against Lessor, except for obligations any Holder, the Lenders, the Bank Lenders or liabilities accrued prior to such assignment the Agent in any action regarding this Lease or sale. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 25otherwise.