Common use of Lease and Assignment Clause in Contracts

Lease and Assignment. (a) WITHOUT LENDER’S PRIOR WRITTEN CONSENT, NO BORROWER SHALL (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, THE EQUIPMENT OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii) LEASE OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN A BORROWER OR A BORROWER’S QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO USE OF THE VESSEL BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S SECURITY INTEREST UNDER THE LOAN DOCUMENTS. (b) Lender may sell, transfer, grant participations in, assign and/or grant a security interest (any such transaction, a “Transfer”), in all or part of Lender’s right, title and interest in the Note, and in the other Loan Documents as they relate to the Loan evidenced by the Note (including the security interests in favor of Lender securing such Loan). In the event of any Transfer, the relevant transferee shall have and may exercise, with respect to the Loan subject to such Transfer, all of Lender’s rights hereunder, and NO BORROWER SHALL ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDER. Each Borrower agrees that upon written notice to such Borrower of any Transfer, such Borrower shall acknowledge receipt thereof in writing and provide confirmation to the transferee that the Loan Documents remain in full force and effect and the absence of any Default thereunder, and such other information as Lender or such transferee may reasonably require. (c) Subject to the foregoing, all covenants and agreements contained herein shall be binding upon, and inure to the benefit of, Lender and its successors and assigns and Borrowers and their successors and permitted assigns.

Lease and Assignment. (a) WITHOUT LENDERKEF’S PRIOR WRITTEN CONSENT, NO BORROWER SHALL NOT (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) (i1) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, THE EQUIPMENT OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii2) LEASE OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN A BORROWER OR A BORROWER’S QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO USE OF THE VESSEL BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S SECURITY INTEREST UNDER THE LOAN DOCUMENTS. (b) Lender KEF, at any time with or without notice to Borrower, may sell, transfer, grant participations in, assign and/or grant a security interest (in any such transaction, a “Transfer”), in or all or part of LenderKEF’s right, title and interest in the Note, and in the other Loan Documents as they relate to the Loan evidenced by the Note (including the Documents, or in KEF’s security interests interest in favor any Item of Lender securing such Loan)Equipment. In the event of any Transfersuch event, the relevant transferee any such purchaser, transferee, assignee or secured party shall have and may exercise, with respect to the Loan subject to such Transfer, exercise all of Lender’s KEF's rights hereunderhereunder or thereunder, and NO BORROWER SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDERKEF. Each Borrower agrees that upon written notice to such Borrower of any Transfersuch sale, such transfer, assignment and/or security interest, Borrower shall acknowledge receipt thereof in writing and provide confirmation to shall comply with the transferee that the Loan Documents remain in full force reasonable directions and effect and the absence demands of any Default thereundersuch purchaser, and such other information as Lender transferee, assignee or such transferee may reasonably requiresecured party. (c) Subject to the foregoing, all covenants and agreements contained herein shall be binding upon, and inure to the benefit of, Lender KEF and its successors and permitted assigns and Borrowers Borrower and their its successors and permitted assigns.

Lease and Assignment. (a) WITHOUT LENDER’S PRIOR WRITTEN CONSENT, NO BORROWER SHALL NOT (EXCEPT AS EXPRESSLY PERMITTED UNDER THE RELEVANT FIRST PREFERRED MARINE MORTGAGE) (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, THE EQUIPMENT OR ANY INTEREST THEREIN, OR AND BORROWER SHALL NOT ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii) LEASE OR LEND OR CHARTER THE EQUIPMENT TOEQUIPMENT, IN EACH CASE, ON A DEMISE OR BAREBOAT BASIS, NOR PERMIT THE EQUIPMENT VESSELS TO BE USED BY, OPERATED BY ANYONE OTHER THAN A BORROWER OR A BORROWER’S QUALIFIED EMPLOYEESEMPLOYEES AND BORROWER’S AFFILIATES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO USE OF THE VESSEL BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S SECURITY INTEREST UNDER THE LOAN DOCUMENTSBorrower shall ensure that none of the Vessels is traded, located, operated or used, directly or indirectly, in a Prohibited Jurisdiction or by a Prohibited Person, and no time or voyage charterer or shipper shall be a Prohibited Person or organized in a Prohibited Jurisdiction. For the avoidance of doubt, the forgoing is not intended to restrict Borrower’s ability to enter into time charters and voyage charters of the Vessels, provided that in respect of any charter entered into prior to or after the date hereof with respect to any Vessel in excess of twelve (12) calendar months (other than such charters terminable at will by the parties thereto), Borrower provides Lender with prompt, and in any event within thirty (30) days, written notice of such charter together with a copy thereof, provided further, that Borrower may enter into written charters of any duration with a Subsidiary, which shall be made expressly subordinate in all respects to the relevant First Preferred Mortgage and provided that such Subsidiary, at the same time, shall execute and deliver to the Lender a security interest assignment of any subcharters, contracts, freights, charter hire and earnings to which it may become entitled in respect of such Vessel, all in form and substance acceptable to Lender. (b) Lender may sell, transfer, grant participations in, or assign and/or grant a security interest (any such transaction, a “Transfer”), in all or part of Lender’s right, title and interest in the Noteand to any one or more Notes, and in the other Loan Documents as they relate to the Loan Loan(s) evidenced by the Note such Note(s) (including the security interests in favor of Lender securing such LoanLoan(s) and including the Lender’s rights against any Guarantor with respect to Borrower’s Obligations with respect to such Notes and the related Loan Documents) to any affiliate of Lender or other commercial financing entity or institution (that is not a direct competitor or an affiliate of a direct competitor of Borrower or Guarantors) whose combined capital and surplus is in excess of Fifty Million Dollars ($50,000,000) (“Transferee”), without the prior written consent of Borrower, and to any other Person with the prior written consent of Borrower, such consent not to be withheld unreasonably; provided, however, that if an Event of Default is continuing, any such Transfer by Lender shall not require the consent of Borrower. No Transfer shall be for an amount of less than Five Million Dollars ($5,000,000), except participations shall be permitted for amounts not less than Two Million Five Hundred Thousand Dollars ($2,500,000). In the event of any Transfer, the relevant transferee Transferee shall agree to assume the obligations of Lender under this Agreement and the other Loan Documents arising from and after the effective date of the Transfer as the same may relate to the relevant Note, Collateral Schedule and other relevant Loan Documents, and shall have and may exercise, with respect to the Loan or Loans subject to such Transfer, all of Lender’s rights hereunderhereunder or thereunder, and NO such Transferee shall be considered “Lender” under this Agreement and the relevant Loan Documents. BORROWER SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDER. Each Borrower agrees that upon written notice to such Borrower of any potential Transfer, such Borrower shall acknowledge receipt thereof in writing and provide confirmation to the transferee that the Loan Documents remain in full force and effect and the absence of any Default thereunder, and such other information as Lender may reasonably request. Lender and any Transferee shall have the right, without consent of the Borrower, to assign as security all or part of its rights under the relevant Loan Documents to any Federal Reserve Bank or other Person providing financing to Lender or such transferee may reasonably requireTransferee. (c) Subject to the foregoing, all covenants and agreements contained herein shall be binding upon, and inure to the benefit of, Lender and its successors and permitted assigns and Borrowers Borrower and their its successors and permitted assigns.

Lease and Assignment. (a) BORROWER SHALL NOT, WITHOUT LENDERKEF’S PRIOR WRITTEN CONSENT, NO BORROWER SHALL (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) (i) SELL, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, OF THE EQUIPMENT COLLATERAL OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii) LEASE RENT OR LEND THE EQUIPMENT TO, TO ANYONE OR (iii) PERMIT THE EQUIPMENT TO BE USED BY, BY ANYONE OTHER THAN A BORROWER OR A BORROWER’S AFFILIATES AND THEIR RESPECTIVE QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO . BORROWER ACKNOWLEDGES IT REMAINS PRIMARILY LIABLE FOR ALL OBLIGATIONS ARISING HEREUNDER NOTWITHSTANDING USE OF THE VESSEL BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S SECURITY INTEREST UNDER THE LOAN DOCUMENTSAN AFFILIATE. (b) Lender KEF, at any time with or without notice to Borrower, may sell, transfer, grant participations in, assign and/or grant a security interest in all or any part of KEF’s interest in the Loan Documents or any Equipment (any such transactioneach, a “KEF Transfer”). Any purchaser, in all transferee, assignee or part secured party of Lender’s right, title and interest in the Note, and in the other Loan Documents as they relate to the Loan evidenced by the Note KEF (including the security interests in favor of Lender securing such Loan). In the event of any Transfer, the relevant transferee each a “KEF Assignee”) shall have and may exercise, exercise all of KEF’s rights under the applicable Loan Documents and hereunder with respect to the Loan subject Equipment to which any such KEF Transfer relates, and Borrower shall not assert against any KEF Assignee any claim that Borrower may have against KEF; provided, Borrower may assert any such claim in a separate action against KEF. Upon receipt of written notice of a KEF Transfer, all of Lender’s rights Borrower shall promptly acknowledge in writing its obligations under the applicable Note and hereunder, and NO BORROWER SHALL ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDER. Each Borrower agrees that upon shall comply with the written notice to such Borrower directions or demands of any KEF Assignee and shall make all payments due under the applicable Note as directed in writing by the KEF Assignee. Following such KEF Transfer, such the term “KEF” shall be deemed to include or refer to each KEF Assignee. Borrower shall acknowledge receipt thereof in writing and will provide confirmation reasonable assistance to the transferee that the Loan Documents remain in full force and effect and the absence of KEF to complete any Default thereunder, and such other information as Lender or such transferee may reasonably requiretransaction contemplated by this subsection (b). (c) Subject to the foregoingrestriction on assignment contained in subsection (a), all covenants and agreements contained herein the Loan Documents shall be binding upon, and inure to the benefit of, Lender and its be binding upon, the successors and assigns and Borrowers and their successors and permitted assignsof the parties thereto including, without limitation, each person who becomes bound thereto as a “new debtor” as set forth in the UCC.

Lease and Assignment. (a) WITHOUT LENDER’S 'S PRIOR WRITTEN CONSENT, NO BORROWER SHALL (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, THE EQUIPMENT OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii) LEASE OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN A BORROWER OR A BORROWER’S 'S QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO USE OF THE A VESSEL BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S 'S SECURITY INTEREST UNDER THE LOAN DOCUMENTS. (b) Lender may sell, transfer, grant participations in, assign and/or grant a security interest (any such transaction, a “"Transfer”"), in all or part of Lender’s 's right, title and interest in the Note, and in the other Loan Documents as they relate to the Loan evidenced by the Note (including the security interests in favor of Lender securing such Loan). In the event of any Transfer, the relevant transferee shall have and may exercise, with respect to the Loan subject to such Transfer, all of Lender’s 's rights hereunder, and NO BORROWER SHALL ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDER. Each Borrower agrees that upon written notice to such Borrower of any Transfer, such Borrower shall acknowledge receipt thereof in writing and provide confirmation to the transferee that the Loan Documents remain in full force and effect and the absence of any Default thereunder, and such other information as Lender or such transferee may reasonably require. (c) Subject to the foregoing, all covenants and agreements contained herein shall be binding upon, and inure to the benefit of, Lender and its successors and assigns and Borrowers and their successors and permitted assigns.

Lease and Assignment. (a) WITHOUT LENDER’S 'S PRIOR WRITTEN CONSENT, NO BORROWER SHALL (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, THE EQUIPMENT OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii) LEASE OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN A BORROWER OR A BORROWER’S 'S QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO USE OF THE VESSEL BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S 'S SECURITY INTEREST UNDER THE LOAN DOCUMENTS. (b) Lender may sell, transfer, grant participations in, assign and/or grant a security interest (any such transaction, a “"Transfer”"), in all or part of Lender’s 's right, title and interest in the Note, and in the other Loan Documents as they relate to the Loan evidenced by the Note (including the security interests in favor of Lender securing such Loan). In the event of any Transfer, the relevant transferee shall have and may exercise, with respect to the Loan subject to such Transfer, all of Lender’s 's rights hereunder, and NO BORROWER SHALL ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDER. Each Borrower agrees that upon written notice to such Borrower of any Transfer, such Borrower shall acknowledge receipt thereof in writing and provide confirmation to the transferee that the Loan Documents remain in full force and effect and the absence of any Default thereunder, and such other information as Lender or such transferee may reasonably require. (c) Subject to the foregoing, all covenants and agreements contained herein shall be binding upon, and inure to the benefit of, Lender and its successors and assigns and Borrowers and their successors and permitted assigns.

Lease and Assignment. (a) WITHOUT LENDER’S KCL'S PRIOR WRITTEN CONSENT, NO BORROWER SHALL NOT (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) (i1) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, THE EQUIPMENT OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii2) LEASE OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN A BORROWER OR A BORROWER’S QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO USE OF THE VESSEL BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S SECURITY INTEREST UNDER THE LOAN DOCUMENTS. (b) Lender may KCL, at any time with or without notice to Borrxxxx, xxy sell, transfer, grant participations in, assign and/or grant a security interest (in any such transaction, a “Transfer”), in or all or part of Lender’s KCL's right, title and interest in the Note, and in the other Loan Documents as they relate to the Loan evidenced by the Note (including the Documents, or in KCL's security interests interest in favor any Item of Lender securing such Loan)Equipment. In the event of any Transfersuch event, the relevant transferee any such purchaser, transferee, assignee or secured party shall have and may exercise, with respect to the Loan subject to such Transfer, exercise all of Lender’s KCL's rights hereunderhereunder or thereunder, and NO BORROWER SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDERKCL. Each Borrower agrees Borrxxxx xxxees that upon written notice to such Borrower of any Transfersuch sale, such transfer, assignment and/or security interest, Borrower shall acknowledge receipt thereof in writing and provide confirmation to shall comply with the transferee that the Loan Documents remain in full force reasonable directions and effect and the absence demands of any Default thereundersuch purchaser, and such other information as Lender transferee, assignee or such transferee may reasonably requiresecured party. (c) Subject to the foregoing, all covenants and agreements contained herein shall be binding upon, and inure to the benefit of, Lender KCL and its successors and permitted assigns and Borrowers and their Borrxxxx xxx its successors and permitted assigns.

Lease and Assignment. (a) WITHOUT LENDERKEF’S PRIOR WRITTEN CONSENT, NO BORROWER SHALL NOT (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) (i1) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, THE EQUIPMENT OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii2) LEASE OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN A BORROWER OR A BORROWER’S QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO USE OF THE VESSEL BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S SECURITY INTEREST UNDER THE LOAN DOCUMENTS. (b) Lender KEF, at any time with or without notice to Borrower, may sell, transfer, grant participations in, assign and/or grant a security interest (in any such transaction, a “Transfer”), in or all or part of LenderKEF’s right, title and interest in the Note, and in the other Loan Documents as they relate to the Loan evidenced by the Note (including the Documents, or in KEF’s security interests interest in favor any Item of Lender securing such Loan)Equipment. In the event of any Transfersuch event, the relevant transferee any such purchaser, transferee, assignee or secured party shall have and may exercise, with respect to the Loan subject to such Transfer, exercise all of LenderKEF’s rights hereunderhereunder or thereunder, and NO BORROWER SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDERKEF. Each Borrower agrees that upon written notice to such Borrower of any Transfersuch sale, such transfer, assignment and/or security interest, Borrower shall acknowledge receipt thereof in writing and provide confirmation to shall comply with the transferee that the Loan Documents remain in full force reasonable directions and effect and the absence demands of any Default thereundersuch purchaser, and such other information as Lender transferee, assignee or such transferee may reasonably requiresecured party. (c) Subject to the foregoing, all covenants and agreements contained herein shall be binding upon, and inure to the benefit of, Lender KEF and its successors and permitted assigns and Borrowers Borrower and their its successors and permitted assigns.

Lease and Assignment. (a) EXCEPT AS EXPRESSLY PERMITTED UNDER SECTION 8 HEREOF, BORROWER SHALL NOT, WITHOUT LENDERKEF’S PRIOR WRITTEN CONSENT, NO BORROWER SHALL (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) (i) SELL, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, OF THE EQUIPMENT COLLATERAL OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii) LEASE RENT OR LEND THE EQUIPMENT TO, TO ANYONE OR (iii) PERMIT THE EQUIPMENT TO BE USED BY, BY ANYONE OTHER THAN A BORROWER OR A BORROWER’S AFFILIATES AND THEIR RESPECTIVE QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO EMPLOYEES AND/OR CONTRACTORS. BORROWER ACKNOWLEDGES IT REMAINS PRIMARILY LIABLE FOR ALL OBLIGATIONS ARISING HEREUNDER NOTWITHSTANDING USE OF THE VESSEL (DIRECTLY OR THROUGH A LEASE) BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S SECURITY INTEREST UNDER THE LOAN DOCUMENTSAN AFFILIATE. (b) Lender KEF, at any time with or without notice to Borrower, may sell, transfer, grant participations in, assign and/or grant a security interest in all or any part of KEF’s interest in the Loan Documents or any Equipment (any such transactioneach, a “KEF Transfer”); provided, in all that notwithstanding the foregoing, KEF shall provide Borrower prompt written notice of any such sale, transfer, assignment or part of Lender’s right, title and interest in the Note, and in the other Loan Documents as they relate grant to the Loan evidenced by the Note extent no Default shall have occurred and be continuing. Any purchaser, transferee, assignee or secured party of KEF (including the security interests in favor of Lender securing such Loan). In the event of any Transfer, the relevant transferee each a “KEF Assignee”) shall have and may exercise, exercise all of KEF’s rights under the applicable Loan Documents and hereunder with respect to the Loan subject Equipment to which any such KEF Transfer relates, and Borrower shall not assert against any KEF Assignee any claim that Borrower may have against KEF; provided, Borrower may assert any such claim in a separate action against KEF. Upon receipt of written notice of a KEF Transfer, all of Lender’s rights Borrower shall promptly acknowledge in writing its obligations under the applicable Note and hereunder, and NO BORROWER SHALL ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDER. Each Borrower agrees that upon shall comply with the written notice to such Borrower directions or demands of any KEF Assignee and shall make all payments due under the applicable Note as directed in writing by the KEF Assignee. Following such KEF Transfer, such the term “KEF” shall be deemed to include or refer to each KEF Assignee. Borrower shall acknowledge receipt thereof in writing and will provide confirmation reasonable assistance to the transferee that the Loan Documents remain in full force and effect and the absence of KEF to complete any Default thereunder, and such other information as Lender or such transferee may reasonably requiretransaction contemplated by this subsection (b). (c) Subject to the foregoingrestriction on assignment contained in subsection (a), all covenants and agreements contained herein the Loan Documents shall be binding upon, and inure to the benefit of, Lender and its be binding upon, the successors and assigns and Borrowers and their successors and permitted assignsof the parties thereto including, without limitation, each person who becomes bound thereto as a “new debtor” as set forth in the UCC.

Lease and Assignment. (a) WITHOUT LENDER’S KEF'S PRIOR WRITTEN CONSENT, NO BORROWER -------------------- SHALL NOT (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) (i1) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, THE EQUIPMENT OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii2) LEASE OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN BORROWER, EXCEPT FOR THOSE ENTITIES THAT HAVE ENTERED INTO A LICENSE AGREEMENT WITH BORROWER OR AND HAVE EXECUTED A BORROWER’S QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS LETTER AGREEMENT ALLOWING KEF TO USE OF ENTER THE VESSEL BY CHARTERER SUBJECT IN EACH CASE PREMISES TO LENDER’S SECURITY INTEREST UNDER RETRIEVE THE LOAN DOCUMENTSEQUIPMENT. (b) Lender KEF, at any time with or without notice to Borrower, may sell, transfer, grant participations in, assign and/or grant a security interest (in any such transaction, a “Transfer”), in or all or part of Lender’s KEFs right, title and interest in the Note, and in the other Loan Documents as they relate to the Loan evidenced by the Note (including the Documents, or in KEF's security interests interest in favor any Item of Lender securing such Loan)Equipment. In the event of any Transfersuch event, the relevant transferee any such purchaser, transferee, assignee or secured party shall have and may exercise, with respect to the Loan subject to such Transfer, exercise all of Lender’s KEF's rights hereunderhereunder or thereunder, and NO BORROWER SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDERKEF. Each Borrower agrees that upon written notice to such Borrower of any Transfersuch sale, such transfer, assignment and/or security interest, Borrower shall acknowledge receipt thereof in writing and provide confirmation to shall comply with the transferee that the Loan Documents remain in full force reasonable directions and effect and the absence demands of any Default thereundersuch purchaser, and such other information as Lender transferee, assignee or such transferee may reasonably requiresecured party. (c) Subject to the foregoing, all covenants and agreements contained herein shall be binding upon, and inure to the benefit of, Lender KEF and its successors and permitted assigns and Borrowers Borrower and their its successors and permitted assigns.

Lease and Assignment. (a) BORROWER SHALL NOT, WITHOUT LENDERKEF’S PRIOR WRITTEN CONSENT, NO BORROWER SHALL (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) (i) SELL, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, OF THE EQUIPMENT COLLATERAL OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii) LEASE RENT OR LEND THE EQUIPMENT TO, TO ANYONE OR (iii) PERMIT THE EQUIPMENT TO BE USED BY, BY ANYONE OTHER THAN A BORROWER OR A BORROW OF BORROWER’S AFFILIATES AND THEIR RESPECTIVE QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO . BORROWER ACKNOWLEDGES IT REMAINS PRIMARILY LIABLE FOR ALL OBLIGATIONS ARISING HEREUNDER NOTWITHSTANDING USE OF THE VESSEL BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S SECURITY INTEREST UNDER THE LOAN DOCUMENTSAN AFFILIATE. (b) Lender KEF, at any time with or without notice to Borrower, may sell, transfer, grant participations in, assign and/or grant a security interest in all or any part of KEF’s interest in the Loan Documents or any Equipment (any such transactioneach, a “KEF Transfer”). Any purchaser, in all transferee, assignee or part secured party of Lender’s right, title and interest in the Note, and in the other Loan Documents as they relate to the Loan evidenced by the Note KEF (including the security interests in favor of Lender securing such Loan). In the event of any Transfer, the relevant transferee each a “KEF Assignee”) shall have and may exercise, exercise all of KEF’s rights under the applicable Loan Documents and hereunder with respect to the Loan subject Equipment to which any such KEF Transfer relates, and Borrower shall not assert against any KEF Assignee any claim that Borrower may have against KEF; provided, Borrower may assert any such claim in a separate action against KEF. Upon receipt of written notice of a KEF Transfer, all of Lender’s rights Borrower shall promptly acknowledge in writing its obligations under the applicable Note and hereunder, and NO BORROWER SHALL ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDER. Each Borrower agrees that upon shall comply with the written notice to such Borrower directions or demands of any KEF Assignee and shall make all payments due under the applicable Note as directed in writing by the KEF Assignee. Following such KEF Transfer, such the term “KEF” shall be deemed to include or refer to each KEF Assignee. Borrower shall acknowledge receipt thereof in writing and will provide confirmation reasonable assistance to the transferee that the Loan Documents remain in full force and effect and the absence of KEF to complete any Default thereunder, and such other information as Lender or such transferee may reasonably requiretransaction contemplated by this subsection (b). (c) Subject to the foregoingrestriction on assignment contained in subsection (a), all covenants and agreements contained herein the Loan Documents shall be binding upon, and inure to the benefit of, Lender and its be binding upon, the successors and assigns and Borrowers and their successors and permitted assignsof the parties thereto including, without limitation, each person who becomes bound thereto as a “new debtor” as set forth in the UCC.

Lease and Assignment. (a) WITHOUT LENDER’S KCL'S PRIOR WRITTEN CONSENT, NO BORROWER SHALL (EXCEPT AS EXPRESSLY PERMITTED UNDER THE PREFERRED MARINE MORTGAGE) NOT (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, THE EQUIPMENT OR ANY INTEREST THEREIN, OR ASSIGN OR DELEGATE ITS RIGHTS OR OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR (ii) LEASE OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN A BORROWER OR A BORROWER’S QUALIFIED EMPLOYEES, PROVIDED, HOWEVER, THAT LENDER CONSENTS TO USE OF THE VESSEL BY CHARTERER SUBJECT IN EACH CASE TO LENDER’S SECURITY INTEREST UNDER THE LOAN DOCUMENTS. (b) Lender KCL, at any time with or without notice to Borrower, may sell, transfer, grant participations in, assign and/or grant a security interest (in any such transaction, a “Transfer”), in or all or part of Lender’s KCL's right, title and interest in the Note, and in the other Loan Documents as they relate to the Loan evidenced by the Note (including the security interests Documents, or in favor KCL's interest in any Item of Lender securing such Loan)Equipment. In the event of any Transfersuch event, the relevant transferee any such purchaser, transferee, assignee or secured party shall have and may exercise, with respect to the Loan subject to such Transfer, exercise all of Lender’s KCL's rights hereunderhereunder or thereunder, and NO BORROWER SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT ANY BORROWER MAY HAVE AGAINST LENDERKCL. Each Borrower agrees that upon written notice to such Borrower of any Transfersuch sale, such transfer, assignment and/or security interest, Borrower shall acknowledge receipt thereof in writing and provide confirmation to shall comply with the transferee that the Loan Documents remain in full force reasonable directions and effect and the absence demands of any Default thereundersuch purchaser, and such other information as Lender transferee, assignee or such transferee may reasonably requiresecured party. (c) Subject to the foregoing, all covenants and agreements contained herein shall be binding upon, and inure to the benefit of, Lender KCL and its successors and permitted assigns and Borrowers Borrower and their its successors and permitted assigns.