Common use of Assignment by Lessor Clause in Contracts

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including the right to receive payments from Lessee hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this execution, without the necessity of obtaining the consent of Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (ii) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in this Agreement, 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 addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to make all payments to the assignee designated in the notice of assignment. Xxxxxx agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested by Lessor or its assignee to protect its interests in the Equipment and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to time.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including the right to receive payments from Lessee hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this execution, without the necessity of obtaining the consent of Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (ii) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in this Agreement, 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 addresses of such holders as of any particular time is kept and agrees, upon request of XxxxxxLessee, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx Lessee agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to make all payments to the assignee designated in the notice of assignment. Xxxxxx Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested by Lessor or its assignee to protect its interests in the Equipment and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to time.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including and the right obligations of Lessee to receive make payments from Lessee hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this execution, without the necessity of obtaining the consent of Lessee; provided, however, that no such assignment or reassignment shall be effective unless and until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (ii) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in this Agreement, 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 addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-set- off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to make all payments to the assignee designated in the notice of assignment. Xxxxxx agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which may be reasonably requested by Lessor or its assignee to protect its interests in the Equipment and in this Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to time.

Assignment by Lessor. Subject to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this This Master Lease Agreement, including and the right to receive payments Lease Payments and the Prepayment Amount from Lessee hereunder, may not be assigned and or reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this its execution, without furnishing notice of such assignment to Lessee. No such assignment or reassignment shall be made to Lessee or any person related to it within the necessity meaning of obtaining Section 147(a)(2) of the consent of LesseeCode; provided, howeverfurther, that no such assignment or reassignment shall be effective and binding on the Lessee unless and until (i) Lessee shall have received notice of the assignment or reassignment upon which Notice Lessee shall rely, disclosing the name and address of the assignee or subassignee, and (ii) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in this Master Lease Agreement, 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 addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lesseekept. Upon receipt of notice of such assignment, Xxxxxx agrees to will reflect in a book entry the assignee designated in such notice of assignment, and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), shall agree to make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, set-off or counterclaim whatsoever (whether arising from a breach of this Master Lease Agreement or otherwise) that Lessee may from time to time have against Lessor or the assignee. Xxxxxx agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements financing statements, which may be reasonably requested by Lessor Xxxxxx or its assignee to protect its interests their interest in the Equipment Collateral and in this Master Lease Agreement. This Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to time.

Assignment by Lessor. Subject Xxxxxx’s interest in, to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Master Agreement, including each Lease and the right to receive payments from Lessee hereunder, Equipment subject thereto may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to this execution, without with the necessity of obtaining the prior written consent of Lessee; providedXxxxxx, howeverwhich consent will not be unreasonably withheld. Such assignment, that transfer or conveyance shall be made only to (i) an affiliate of Lessor or (ii) banks, insurance companies, trusts, custodians or other financial institutions or their affiliates, but no such assignment assignment, transfer or reassignment conveyance shall be effective as against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the name(s) and address(es) of the assignee(s) or the Lease Servicer (as hereafter provided). Nothing herein shall limit the right of Lessor or its assignees to sell, assign or grant participation interests in this Master Agreement or a Lease to one or more entities listed in (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, and (ii) in the event ); provided that if such assignment or reassignment is made pursuant to a bank participation, custodial or trust company as trustee for holders of certificates representing similar agreement under which multiple ownership interests in this AgreementMaster Agreement and such Lease are created, it shall establish a single entity, owner, servicer or other fiduciary or agent to act on behalf of all of the holders of such bank or trust company agrees participation interests (herein referred to maintainas the “Lease Servicer”) with respect to the rights and interests of such holders hereunder, including the exercise of rights and remedies thereunder upon the occurrence of an event of default, or cause to be maintainedan event of nonappropriation, and further including the maintenance of a book-entry system register by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to LesseeXxxxxx. Upon receipt Xxxxxx will retain all notices of notice assignment as a register of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, all assignees and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to will make all payments to the assignee assignee, assignees or Lease Servicer designated in the notice of assignmentsuch register. Xxxxxx agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which financing statements that may be reasonably requested by Lessor Xxxxxx or its any assignee to protect its interests interest in the Equipment and in this Agreement. This Master Agreement may be assigned and reassigned only to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companieseach Lease; provided the same do not materially alter Lessee’s obligations as set forth therein, and accredited investors as defined in agrees to the Securities Act filing of 1933financing statements with respect to each Lease and the Equipment subject thereto. Lessee will not have the right to and will not assert against any assignee any claim, as amended from time to timecounterclaim, defense, set-off or other right Lessee may have against Lessor.

Assignment by Lessor. Subject Lessor's interest in, to the provisions of the second paragraph of this Section, Lessor’s obligations and rights under this Agreement, including Agreement and the right to receive payments from Lessee hereunder, Equipment may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor at and, to the extent of its interest, by any time subsequent to this executionRegistered Owner, without but only with the necessity of obtaining the prior written consent of Lessee; provided, however, provided that no such (a) any assignment or reassignment shall not be effective unless and until (i) Lessee shall have has received notice written notice, signed by the assignor, of the assignment or reassignment disclosing the name name, address and address tax identification number of the assignee or subassigneeassignee, and (iib) in any assignment to or by a Registered Owner shall not be effective until it is registered on the event that such assignment or reassignment is made to a bank or trust company registration books kept by the Agent as trustee agent for holders of certificates representing interests in this Agreement, 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 addresses of such holders as of any particular time is kept and agrees, upon request of Xxxxxx, to furnish such information to Lessee. Upon receipt Lessee shall retain all such notices as a register of notice of assignment, Xxxxxx agrees to reflect in a book entry the assignee designated in such notice of assignment, all assignees (other than Registered Owners) and subject to any claim, defense, set-off or counterclaim that Lessee may from time to time have against Lessor, or the assignee, arising from a breach of this Agreement only (not including the Purchase Agreement), to shall make all payments to the assignee or assignees designated in such register or, in the notice case of assignmentRegistered Owners, to the Agent. Xxxxxx Certificates of participation in this Lease may be executed and delivered by the Agent to Registered Owners, if any, provided such certificates of participation are sold only on a private placement basis (and not pursuant to any "public offering") to a purchaser(s) who represents that (i) such purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment (ii) such purchaser understands neither the Lease nor the certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an "accredited investor" within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) that it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a transaction exempt from registration under the Securities Act of 1933. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or Financing and Continuation Statements which financing statements that may be reasonably requested by Lessor or its any assignee to protect its interests in the Equipment and in this Agreement. This Lessee shall not have the right to and shall not assert against any assignee or Registered Owner any claim, counterclaim or other right Lessee may have against Lessor. Assignments in part may include without limitation assignment of all or a portion of Lessor's right, title and interest in, to and under the Equipment listed in a particular Schedule and all rights in, to and under the Agreement may be assigned and reassigned only related to banks, savings and loan and other thrift associations and insurance companies, corporations having assets in excess of $10 million, investment companies, and accredited investors as defined in the Securities Act of 1933, as amended from time to timethat Equipment.