Common use of Assignment by Lessor Clause in Contracts

Assignment by Lessor. Lessee acknowledges and agrees that Lessor may assign, mortgage, or otherwise transfer its interest thereunder and/or in the Equipment to others ("Assignees") without consent of Lessee, provided however that Lessee and the Nevada Gaming Control Board ("Control Board") shall be notified of any assignment. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease or Lease Schedule so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by Lessor; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.

Assignment by Lessor. Lessor may sell or assign its rights and interests or grant a security interest in this Lease and the Equipment for purposes of securing loans to Lessor or otherwise and may also sell and assign its title and interest as owner of the Equipment and/or as Lessor under this Lease. Lessee acknowledges hereby (a) consents to such sales or assignments; (b) agrees to promptly sign and deliver such further acknowledgments and other documents as may be reasonably requested by Lessor to Master Lease Agreement Rev. 08-04-2017 Page 8 effect such sales or assignments; (c) agrees that any security assignee shall have all the rights, but none of the obligations, of Lessor may assignunder this Lease, mortgageexcept Lessor’s obligation not to disturb Lessee’s quiet possession and use of the Equipment, provided Lessee is not in default hereunder; and (d) upon written notice from Lessor, agrees to pay all rent and other sums payable under this Lease to such assignee designated by Lessor (or otherwise transfer its interest thereunder and/or in the Equipment to others ("Assignees"any other party subsequently designated by such assignee) without consent of Lesseeany abatement, provided however that Lessee and the Nevada Gaming Control Board ("Control Board") shall be notified of any assignment. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding any defensereduction, setoff, abatement, recoupment, reduction defense or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease , Lessee’s sole remedy therefor being a claim for damages or Lease Schedule so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by injunctive relief against Lessor; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.

Assignment by Lessor. Lessee acknowledges and agrees that Lessor may at any time assign, mortgagegrant a security interest in, or otherwise transfer dispose of (individually or collectively, a “transfer”), all or any portion of its interest thereunder and/or rights, title or interests in, to and under this Lease, any Equipment Schedule or any Item of Equipment, together or separately, to one or more persons or entities (each, an “Assignee”). Upon any such transfer, this Lease shall remain in the Equipment full force and effect. If Lessee is given notice of any such transfer, it shall acknowledge receipt thereof in writing and execute, or otherwise authenticate, such further instruments as may be reasonably requested by Assignee with respect to others ("Assignees") such transfer, including without limitation, a consent of Lessee, provided however that Lessee certifying certain material facts and circumstances related to this Lease and the Nevada Gaming Control Board ("Control Board") Equipment. Unless otherwise expressly agreed by Assignee, Assignee shall be notified not assume any of any assignmentthe obligations of Lessor under this Lease. Accordingly, Upon written notice to Lessee and Lessor agree that upon such of an assignment, Lessee (i) shall acknowledge agrees to pay the Rent with respect to the Items of Equipment covered by such assignment to such Assignee in writing by executing a Notice, Consent accordance with the instructions specified in such notice and Acknowledgment of Assignment furnished by Lessor; (ii) Lessee shall promptly pay all Rent when due to the designated Assignees, notwithstanding not assert against Assignee any defense, setoff, abatement, recoupment, reduction counterclaim or counterclaim whatsoever offset that Lessee may have against Lessor; (iii) shall not permit the Lease or Lease Schedule so assigned . All obligations and liabilities of Lessee to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such this Lease Schedule; (vincluding, without limitation, any schedules, exhibits, riders or other attachments attached hereto or otherwise incorporated herein) shall not terminate or attempt to terminate are also hereby made for the Lease or Lease Schedule on account express benefit of any default by Lessor; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described hereinAssignee.

Assignment by Lessor. Lessor may sell or assign its rights and interests or grant a security interest in this Lease and the Equipment for purposes of securing loans to Lessor or otherwise and may also sell and assign its title and interest as owner of the Equipment and/or as Lessor under this Lease. Lessee acknowledges hereby (a) consents to such sales or assignments; (b) agrees to promptly sign and deliver such further acknowledgments and other documents as may be reasonably requested by Lessor to Master Lease AgreementRev. 08-04-2017Page 8 effect such sales or assignments; (c) agrees that any security assignee shall have all the rights, but none of the obligations, of Lessor may assignunder this Lease, mortgageexcept Lessor’s obligation not to disturb Lessee’s quiet possession and use of the Equipment, provided Lessee is not in default hereunder; and (d) upon written notice from Lessor, agrees to pay all rent and other sums payable under this Lease to such assignee designated by Lessor (or otherwise transfer its interest thereunder and/or in the Equipment to others ("Assignees"any other party subsequently designated by such assignee) without consent of Lesseeany abatement, provided however that Lessee and the Nevada Gaming Control Board ("Control Board") shall be notified of any assignment. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding any defensereduction, setoff, abatement, recoupment, reduction defense or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease , Lessee’s sole remedy therefor being a claim for damages or Lease Schedule so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by injunctive relief against Lessor; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.

Assignment by Lessor. Lessee acknowledges and agrees that Lessor may assign, mortgage, or otherwise transfer its interest thereunder and/or including the grant of a security interest in the Equipment to others ("Assignees") without consent of Lessee, provided however that Lessee and the Nevada Gaming Control Board Indiana Gamin-Commission ("Control BoardCommission") shall be notified of and consent to any assignment. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease or Lease Schedule so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by Lessor; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.

Assignment by Lessor. Lessee acknowledges and agrees that Lessor may assign, mortgage, or otherwise transfer its interest thereunder and/or in the Equipment to others ("Assignees") without consent of Lessee, provided however that Lessee and the Nevada Gaming Control Board ("Control Board") shall be notified of any assignment. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease or Lease Schedule so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by Lessor; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.. 14.2

Assignment by Lessor. Lessor’s interest in, to and under this Agreement and the Equipment may be assigned in whole, but not in part (except as participation interests, as described below), without the necessity of obtaining the consent of Lessee; provided that any assignment will not be effective against Lessee acknowledges until (a) Lessee has received written notice of the name and agrees that address of the assignee, (b) such assignee is (i) an affiliate of Lessor may assignor (ii) a bank, mortgageinsurance company or other financial institution, or otherwise transfer an affiliate thereof, and (c) Lessee receives a letter of representation from such assignee with representations as to its status, its sophistication, its review of Lessee’s finances and that it is acquiring the rights, title and interest of this Agreement for its own account and not with a present view to resell, in substantially the form attached hereto as Exhibit C. Nothing herein shall limit the right of Lessor or its assignees to sell or assign participation interests in this Agreement to one or more entities listed in the preceding clause (b). Lessee will retain all such notices as a register of all assignees and will make all payments to the assignee designated in such register. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interest thereunder and/or in the Equipment to others ("Assignees") without consent of Lessee, provided however that Lessee and the Nevada Gaming Control Board ("Control Board") shall be notified of any assignment. Accordingly, Lessee in this Agreement and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due agrees to the designated Assigneesfiling of financing statements with respect to the Equipment and this Agreement. Lessee will not have the right to and will not assert against any assignee any claim, notwithstanding any counterclaim, defense, setoff, abatement, recoupment, reduction set-off or counterclaim whatsoever that other right Lessee may have against Lessor; (iii) shall not permit the Lease or Lease Schedule so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by Lessor; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.

Assignment by Lessor. LESSOR MAY ASSIGN OR TRANSFER THIS MASTER LEASE OR ANY SCHEDULE HERETO OR LESSOR’S INTEREST IN THE EQUIPMENT OR GRANT A SECURITY INTEREST THEREIN TO ONE OR MORE ASSIGNEES WITHOUT NOTICE TO LESSEE. Any Assignee of Lessor shall have all of the rights but none of the obligations of Lessor hereunder unless expressly agreed in writing, and Lessee acknowledges and agrees that Lessor may assign, mortgage, or otherwise transfer its interest thereunder and/or in the Equipment to others ("Assignees") without consent of Lessee, provided however that Lessee and the Nevada Gaming Control Board ("Control Board") shall be notified of it will not assert against any assignment. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding Assignee any defense, setoff, abatement, recoupment, reduction counterclaim or counterclaim whatsoever offset that Lessee may have against Lessor; . Lessee shall have no greater obligations to any Assignee than it had to Lessor at the time of assignment, and such assignment shall not limit or otherwise restrict the rights afforded Lessee hereunder. Lessee hereby (i) consents to such assignments and/or grants, (ii) agrees to promptly execute and deliver such further acknowledgements, agreements, and other instruments as may be reasonably requested by Lessor or Assignee to effect such assignments and/or grants from time to time as each Schedule is executed and (iii) shall not permit the Lease or Lease Schedule so assigned agrees to be amended or comply fully with the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by Lessor; and (vi) such assignments and/or grants. Lessee acknowledges that any Assignee may reassign its rights and interest assignment or transfer by Lessor made in accordance with the same force and effect as provisions of this Section shall not materially change Lessee’s duties or obligations under this Lease nor materially increase the assignment described hereinburdens or risks imposed on Lessee. In the event of an assignment, all references herein to Lessor shall include Assignee.

Assignment by Lessor. Lessee acknowledges and agrees that Lessor may assign, mortgage, or otherwise transfer its interest thereunder and/or in the Equipment to others ("Assignees") without consent of Lessee, provided however that Lessee and the Nevada Indiana Gaming Control Board Commission ("Control Board") shall be notified of any assignment. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease or Lease Schedule so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by Lessor; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.

Assignment by Lessor. Lessee acknowledges and agrees that Lessor may assign, mortgage, or otherwise transfer its interest thereunder and/or in the Equipment to others ("Assignees") without consent of Lessee, provided however that Lessee and the Nevada Gaming Control Board ("Control Board") shall be notified of any assignment. Accordingly, Lessee and Lessor agree that upon such assignment, Lessee (i) shall acknowledge such assignment in writing by executing a Notice, Consent and Acknowledgment of Assignment furnished by Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not permit the Lease or Lease Schedule so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees; (iv) shall not require the Assignees to perform any obligations of Lessor under such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by Lessor; and (vi) acknowledges that any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein.. 14.2