Common use of Sublease and Assignment Clause in Contracts

Sublease and Assignment. (a) WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (ii) SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN LESSEE OR LESSEE'S QUALIFIED EMPLOYEES. (b) Lessor, at any time with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest in this Lease, any Equipment Schedule or any Item of Equipment. In any such event, any such purchaser, transferee, assignee or secured party shall have and may exercise all of Lessor's rights hereunder with respect to the items to which any such sale, transfer, assignment and/or security interest relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSOR. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon written notice to Lessee of any such sale, transfer, assignment and/or security interest, Lessee shall acknowledge receipt thereof in writing and shall comply with the directions and demands of Lessor's successor or assign.

Sublease and Assignment. (a) WITHOUT LESSOR'S PRIOR WRITTEN CONSENTCONSENT (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD), LESSEE SHALL NOT (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (ii) SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN LESSEE OR LESSEE'S QUALIFIED EMPLOYEES. (b) Lessor, at any time with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest in this Lease, any Equipment Schedule or any Item of Equipment. In any such event, any such purchaser, transferee, assignee or secured party shall have and may exercise all of Lessor's rights hereunder with respect to the items to which any such sale, transfer, assignment and/or security interest relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSOR. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon written notice to Lessee of any such sale, transfer, assignment and/or security interest, Lessee shall acknowledge receipt thereof in writing and shall comply with the directions and demands of Lessor's successor or assign.

Sublease and Assignment. (a) EXCEPT AS SET FORTH BELOW, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (ii) SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN LESSEE. NOTWITHSTANDING THE FOREGOING, LESSEE MAY PLEDGE OR LESSEE'S QUALIFIED EMPLOYEESHYPOTHECATE THIS LEASE TO SECURE OBLIGATIONS ARISING OUT OF LOANS MADE TO LESSEE BY BONA FIDE THIRD PARTY LENDERS; PROVIDED, THAT THE PROCEEDS OF ANY SUCH LOANS ARE USED EXCLUSIVELY BY LESSEE IN CONNECTION WITH ITS BUSINESS OPERATIONS. ANY ASSIGNEE, TRANSFEREE, PLEDGEE OR PERSON TO WHOM LESSEE HYPOTHECATES, LENDS, SUBLETS THE EQUIPMENT MUST AGREE TO BE BOUND BY THIS LEASE. (b) Lessor, at any time subsequent to the delivery of the Equipment to the Lessee, with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest, in all or any part of Lessor's interest in this LeaseLease Agreement, any Equipment Schedule Order or any Item of EquipmentEquipment (each, a "Lessor Transfer"), provided that no such Lessor Transfer will materially increase Lessee's burdens or risks hereunder. Prior to the delivery of the Equipment to the Lessee, Lessor shall be permitted to make a Lessor Transfer only to its affiliates or affiliates of NextNet. In any such eventthe event of a Lessor Transfer, any such purchaser, transferee, assignee or secured party (each a "Lessor Assignee") shall have and may exercise all of Lessor's rights hereunder with respect to the items to which any such sale, transfer, assignment and/or security interest Lessor Transfer relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSOR. Lessee Lessor acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon written notice to Lessee of any such sale, transfer, assignment and/or security interest, Lessee shall acknowledge receipt thereof in writing and shall comply with the directions and demands of Lessor's successor or assignany such Lessor Assignee.

Sublease and Assignment. (a) WITHOUT LESSOR'S ’S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (ii) SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN LESSEE OR LESSEE'S ’S QUALIFIED EMPLOYEES. (b) Lessor, at any time with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest in this Lease, any Equipment Schedule or any Item of Equipment. In any such event, any such purchaser, transferee, assignee or secured party shall have and may exercise all of Lessor's ’s rights hereunder with respect to the items to which any such sale, transfer, assignment and/or security interest relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSOR. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's ’s duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon written notice to Lessee of any such sale, transfer, assignment and/or security interest, Lessee shall acknowledge receipt thereof in writing and shall comply with the directions and demands of Lessor's ’s successor or assign.

Sublease and Assignment. (a) LESSEE SHALL NOT, WITHOUT LESSOR'S THE PRIOR WRITTEN CONSENTCONSENT OF LESSOR AND SECURED PARTY WHICH MAY BE GRANTED OR WITHHELD IN THEIR SOLE DISCRETION, LESSEE SHALL NOT (i) SUBLEASE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF IN ANY OTHER WAY TRANSFER THIS LEASE, THE EQUIPMENT OR ANY PART THEREOF, OR ANY INTEREST THEREIN, OR (ii) SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT OR ANY PART THEREOF TO BE USED BY, BY ANYONE OTHER THAN LESSEE OR LESSEE'S QUALIFIED EMPLOYEES. . Any assignment, sublease, pledge, hypothecation or transfer for which consent is required hereby and which is made without such consent shall be void. The consent of Lessor or Secured Party to any of the foregoing applies only to the specific instance in which given, and shall not be deemed a consent to any subsequent like act by Lessee or any other person. Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. Lessee's interest herein shall not be assigned by operation of law. Notwithstanding the foregoing, Lessee shall be entitled to assign or transfer this Lease, the Equipment and its interests in this Lease and the Equipment in connection with a sale of all or substantially all of its assets to, or a consolidation of Lessee with, or a merger of Lessee into, any legal entity, so long as Lessee provides Lessor with forty-five (b45) Lessordays prior written notice and such legal entity assumes the obligations of Lessee under this Lease and Lessee provides written evidence satisfactory to Lessor that immediately following such sale, consolidation or merger such legal entity is in the opinion of Lessor no less credit-worthy than Lessee immediately prior to such sale, consolidation or merger. Lessor and any direct or remote assignee of any right, title and interest of Lessor hereunder shall have the right at any time with or without notice from time to Lesseetime to assign to any third party all or any part of its right, may sell, transfer, assign and/or grant a security title and interest in and to this Lease or the Equipment. Further, Lessee agrees that if there is going to be any change in the ownership interests of Lessee of 25% or greater as determined from the date of this Lease, then Lessee shall provide Lessor with prior writt en notice at least 45 days prior to such occurrence to assure that any Equipment Schedule new owner(s) are not a “Blocked Person” as herein defined.. Lessee shall not be or permit a Blocked Person to have an ownership interest in or control of Lessee or the Lessee’s rights under the Lease. As used herein, “Blocked Person” means any person or entity that is now or at any time hereafter (A) on a list of Specially Designated Nationals issued by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury or any Item sectoral sanctions identification list, or (B) whose property or interests in property are blocked by OFAC or who is subject to sanctions imposed by law, including any executive order of Equipment. In any such eventbranch or Department of the United States government or (C) otherwise designated by the United States or any regulator having jurisdiction or regulatory oversight over Lessor or Lessor’s assignee, any such purchaserto be a person to whom Lessor or Lessor’s assignee is not permitted to extend credit or with whom, transferee, a commercial relationship may result in penalties against Lessor or Lessor’s assignee or secured party shall have and may exercise all of limitations on a Lessor's rights hereunder with respect ’s or Lessor’s assignee’s ability to the items to which any such sale, transfer, assignment and/or security interest relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSOR. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon written notice to Lessee of any such sale, transfer, assignment and/or security interest, Lessee shall acknowledge receipt thereof in writing and shall comply with the directions and demands of Lessor's successor or assignenforce a transaction.

Sublease and Assignment. (a) LESSEE SHALL NOT, WITHOUT LESSOR'S ’S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (i) SELL, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS THE LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (ii) RENT, SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN LESSEE OR LESSEE'S ’S AFFILIATES OR (iii) PERMIT EQUIPMENT TO BE USED BY ANYONE OTHER THAN THEIR RESPECTIVE QUALIFIED EMPLOYEES. (b) Lessor, at any time with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest in this Lease, all or any part of Lessor’s interest in each Lease or any Equipment Schedule or any Item of Equipment(each, a “Lessor Transfer”). In any such event, any such Any purchaser, transferee, assignee or secured party of Lessor (each a “Lessor Assignee”) shall have and may exercise all of Lessor's ’s rights hereunder with respect to the items to which any such sale, transfer, assignment and/or security interest Lessor Transfer relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASERLessee shall not assert against any Lessor Assignee any claim that Lessee may have against Lessor provided, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSORLessee may assert any such claim in a separate action against Lessor. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon Upon written notice to Lessee of any such sale, transfer, assignment and/or security interesta Lessor Transfer, Lessee shall promptly acknowledge receipt thereof in writing and its obligations under the applicable Lease, shall comply with the written directions and or demands of any Lessor Assignee and shall make all payments due under the applicable Schedule as directed in writing by the Lessor Assignee. Following such Lessor Transfer, the term “Lessor's successor ” shall be deemed to include or assignrefer to each Lessor Assignee. Lessee will provide reasonable assistance to Lessor to complete any transaction contemplated by this subsection (b). (c) Subject to the restriction on assignment contained in subsection (a), the Lease Documents shall inure to the benefit of, and are binding upon, the successors and assigns of the parties thereto including, without limitation, each person who becomes bound thereto as a “new debtor” as set forth in the Uniform Commercial Code (“UCC”).

Sublease and Assignment. (a) WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (ii) SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN LESSEE OR LESSEE'S QUALIFIED EMPLOYEES. (b) Lessor, at any time with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest in this Lease, any Equipment Schedule or any Item of Equipment. In any such event, any such purchaser, transferee, assignee or secured party shall have and may exercise all of Lessor's rights hereunder with respect to the items to which any such sale, transfer, assignment and/or security interest relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSOR. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon written notice to Lessee of any such sale, transfer, assignment and/or security interest, Lessee shall acknowledge receipt thereof in writing and shall comply with the directions and demands of Lessor's successor or assign.

Sublease and Assignment. (a) WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (iI) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (iiII) SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN LESSEE OR LESSEE'S QUALIFIED EMPLOYEES. (b) Lessor, at any time with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest in this Lease, any Equipment Schedule or any Item of Equipment. In any such event, any such purchaser, transferee, assignee or secured party shall have and may exercise all of Lessor's rights hereunder with respect to the items to which any such sale, transfer, assignment and/or security interest relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSOR. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon written notice to Lessee of any such sale, transfer, assignment and/or security interest, Lessee shall acknowledge receipt thereof in writing and shall comply with the directions and demands of Lessor's successor or assign.

Sublease and Assignment. (a) LESSEE SHALL NOT, WITHOUT LESSOR'S ’S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (i) SELL, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS THE LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (ii) RENT, SUBLET OR LEND THE EQUIPMENT TO, TO ANYONE OR (iii) PERMIT THE EQUIPMENT TO BE USED BY, BY ANYONE OTHER THAN LESSEE OR LESSEE'S ’S AFFILIATES AND THEIR RESPECTIVE QUALIFIED EMPLOYEES. LESSEE ACKNOWLEDGES THAT IT REMAINS PRIMARILY LIABLE FOR ALL OBLIGATIONS HEREUNDER NOTWITHSTANDING ANY USE BY AN AFFILIATE. (b) Lessor, at any time with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest in this Lease, all or any part of Lessor's interest in each Lease or any Equipment Schedule or any Item of Equipment(each, a "Lessor Transfer"). In any such event, any such Any purchaser, transferee, assignee or secured party of Lessor (each a "Lessor Assignee") shall have and may exercise all of Lessor's rights hereunder with respect to the items to which any such sale, transfer, assignment and/or security interest Lessor Transfer relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASERLessee shall not assert against any Lessor Assignee any claim that Lessee may have against Lessor provided, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSORLessee may assert any such claim in a separate action against Lessor. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon Upon written notice to Lessee of any such sale, transfer, assignment and/or security interesta Lessor Transfer, Lessee shall promptly acknowledge receipt thereof in writing and its obligations under the applicable Lease, shall comply with the written directions and or demands of any Lessor Assignee and shall make all payments due under the applicable Schedule as directed in writing by the Lessor Assignee. Following such Lessor Transfer, the term “Lessor's successor ” shall be deemed to include or assignrefer to each Lessor Assignee. Lessee will provide reasonable assistance to Lessor to complete any transaction contemplated by this subsection (b). (c) Subject to the restriction on assignment contained in subsection (a), the Lease Documents shall inure to the benefit of, and are binding upon, the successors and assigns of the parties thereto including, without limitation, each person who becomes bound thereto as a "new debtor" as set forth in the Uniform Commercial Code ("UCC").

Sublease and Assignment. (a) LESSEE SHALL NOT, WITHOUT LESSOR'S THE PRIOR WRITTEN CONSENTCONSENT OF LESSOR AND SECURED PARTY WHICH MAY BE GRANTED OR WITHHELD IN THEIR SOLE DISCRETION, LESSEE SHALL NOT (i) SUBLEASE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF IN ANY OTHER WAY TRANSFER THIS LEASE, THE EQUIPMENT OR ANY PART THEREOF, OR ANY INTEREST THEREIN, OR (ii) SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT OR ANY PART THEREOF TO BE USED BY, BY ANYONE OTHER THAN LESSEE OR LESSEE'S QUALIFIED EMPLOYEES. Any assignment, sublease, pledge, hypothecation or transfer for which consent is required hereby and which is made without such consent shall be void. The consent of Lessor or Secured Party to any of the foregoing applies only to the specific instance in which given, and shall not be deemed a consent to any subsequent like act by Lessee or any other person. Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. Lessee's interest herein shall not be assigned by operation of law. Notwithstanding the foregoing, Lessee shall be entitled to assign or transfer this Lease, the Equipment and its interests in this Lease and the Equipment in connection with a sale of all or substantially all of its assets to, or a consolidation of Lessee with, or a merger of Lessee into, any corporation, so long as Lessee provides Lessor with 45 days prior written notice and such corporation assumes the obligations of Lessee under this Lease and Lessee provides written evidence satisfactory to Lessor that immediately following such sale, consolidation or merger such corporation is in the opinion of Lessor no less credit-worthy than Lessee immediately prior to such sale, consolidation or merger. Lessor and any direct or remote assignee of any right, title and interest of Lessor hereunder shall have the right at any time or from time to time to assign to any third party all or any part of its right, title and interest in and to this Lease or the Equipment. (b) Lessor, at any time with or without notice to Lessee, Lessor may sell, transfer, assign and/or grant obtain financing through financial institutions and secure such financial institutions ("Secured Party") by granting a security interest in this Leaseor lien on all or any part of Lessor's interest in the Equipment, the applicable Supplement, any collateral therefor, and amounts payable by Lessee under the applicable Supplement. Such financing may include the purchase of the Equipment Schedule by the Secured Party. In the event of such financing (1) the lien instrument or security agreement will specifically provide that it is subject to Lessee's rights as herein provided; (2) such assignment of the applicable Supplement or any Item interest herein will not relieve Lessor from its obligations hereunder or be construed to be an assumption by Secured Party of Equipment. In any such eventobligations (but Secured Party may perform, any such purchaserat its option, transferee, assignee some or secured party shall have and may exercise all of Lessor's rights hereunder with respect obligations); (3) upon appropriate notice and upon request by Secured Party. Lessee will execute such acknowledgements and other documentation as may be requested by Lessor or Secured Party and Lessee will thereafter pay directly to the items Secured Party all Rent and other amounts payable hereunder; and (4) Lessee's obligations hereunder, including, without limitation, its obligation to which pay Rent and other amounts hereunder, shall be absolute and unconditional and shall not be subject to any such salereduction, transferabatement, assignment and/or security interest relatesdefense, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASERset-off, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSORcounterclaim or recoupment for any reason whatsoever. Lessee acknowledges that no such sale, transfer, any assignment and/or security interest will or transfer by Lessor permitted under this Lease shall not materially change Lessee's duties hereunder or obligations under this Lease or materially increase its the burdens or risks hereunder. Lessee agrees that imposed upon written notice to Lessee of any such sale, transfer, assignment and/or security interest, Lessee shall acknowledge receipt thereof in writing and shall comply with the directions and demands of Lessor's successor or assignLessee.

Sublease and Assignment. (a) WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE ----------------------- SHALL NOT (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (ii) SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN LESSEE OR LESSEE'S QUALIFIED EMPLOYEES. (b) Lessor, at any time with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest, in all or any part of Lessor's interest in this Lease, any Equipment Schedule or any Item of EquipmentEquipment (each, a "Lessor Transfer"), provided that no such Lessor Transfer will materially increase Lessee's burdens or risks hereunder. In any such eventthe event of a Lessor Transfer, any such purchaser, transferee, assignee or secured party (each a "Lessor Assignee") shall have and may exercise all of Lessor's rights hereunder with respect to the items to which any such sale, transfer, assignment and/or security interest Lessor Transfer relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASER, TRANSFEREE, LESSOR ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSOR. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon written notice to Lessee of any such sale, transfer, assignment and/or security interest, Lessee shall acknowledge receipt thereof in writing and shall comply with the directions and demands of Lessor's successor or assignany such Lessor Assignee.

Sublease and Assignment. (a) a. LESSEE SHALL NOT, WITHOUT LESSOR'S XXXXXX’S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (i) SELL, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS THE LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (ii) RENT, SUBLET OR LEND THE EQUIPMENT TO, TO ANYONE OR (iii) PERMIT THE EQUIPMENT TO BE USED BY, BY ANYONE OTHER THAN LESSEE OR LESSEE'S ’S AFFILIATES AND THEIR RESPECTIVE QUALIFIED EMPLOYEES; PROVIDED, HOWEVER THAT LESSEE MAY ASSIGN THIS LEASE OR ANY OF ITS RIGHTS AND OBLIGATIONS HEREUNDER TO (A) AN AFFILIATE OF LESSEE, (B) THE PURCHASER OF ALL OF SUBSTANTIALLY ALL OF LESSEE’S ASSETS OR (C) LESSEE’S SUCCESSOR ENTITY OR ACQUIROR IN THE EVENT OF A MERGER, CONSOLIDATION OR CHANGE OF CONTROL OF LESSEE. XXXXXX ACKNOWLEDGES THAT IT REMAINS PRIMARILY LIABLE FOR ALL OBLIGATIONS HEREUNDER NOTWITHSTANDING ANY USE BY AN AFFILIATE OR PERMITTED ASSIGNEE. (b) Lessorx. Xxxxxx shall not, at any time with without Xxxxxx’s prior written consent, directly or without notice to Lesseeindirectly, may by operation of law or otherwise, sell, transfer, assign assign, create, incur, assume or suffer to exist any Encumbrance and/or grant a security interest in this Lease, any Equipment Schedule all or any Item of Equipment. In any such event, any such purchaser, transferee, assignee or secured party shall have and may exercise all part of Lessor's rights hereunder with respect ’s interest in the Lease or any Equipment. c. Subject to the items restrictions on assignment contained in this Section 11, the Lease Documents shall inure to which any such sale, transfer, assignment and/or security interest relatesthe benefit of, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASERare binding upon, TRANSFEREEthe successors and assigns of the parties thereto including, ASSIGNEE OR SECURED PARTY ANY DEFENSEwithout limitation, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSOR. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon written notice to Lessee of any such sale, transfer, assignment and/or security interest, Lessee shall acknowledge receipt thereof each person who becomes bound thereto as a “new debtor” as set forth in writing and shall comply with the directions and demands of Lessor's successor or assignUniform Commercial Code (“UCC”).

Sublease and Assignment. (a) LESSEE SHALL NOT, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (iI) SELL, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS THE LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (iiII) RENT, SUBLET OR LEND THE EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN LESSEE OR LESSEE'S AFFILIATES OR (III) PERMIT EQUIPMENT TO BE USED BY ANYONE OTHER THAN THEIR RESPECTIVE QUALIFIED EMPLOYEES. (b) Lessor, at any time with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest in this Lease, all or any part of Lessor's interest in each Lease or any Equipment Schedule or any Item of Equipment(each, a "Lessor Transfer"). In any such event, any such Any purchaser, transferee, assignee or secured party of Lessor (each a "Lessor Assignee") shall have and may exercise all of Lessor's rights hereunder with respect to the items to which any such sale, transfer, assignment and/or security interest Lessor Transfer relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH PURCHASERLessee shall not assert against any Lessor Assignee any claim that Lessee may have against Lessor provided, TRANSFEREE, ASSIGNEE OR SECURED PARTY ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSORLessee may assert any such claim in a separate action against Lessor. Lessee acknowledges that no such sale, transfer, assignment and/or security interest will materially change Lessee's duties hereunder or materially increase its burdens or risks hereunder. Lessee agrees that upon Upon written notice to Lessee of any such sale, transfer, assignment and/or security interesta Lessor Transfer, Lessee shall promptly acknowledge receipt thereof in writing and its obligations under the applicable Lease, shall comply with the written directions and or demands of any Lessor Assignee and shall make all payments due under the applicable Schedule as directed in writing by the Lessor Assignee. Following such Lessor Transfer, the term "Lessor's successor " shall be deemed to include or assignrefer to each Lessor Assignee. Lessee will provide reasonable assistance to Lessor to complete any transaction contemplated by this subsection (b). (c) Subject to the restriction on assignment contained in subsection (a), the Lease Documents shall inure to the benefit of, and are binding upon, the successors and assigns of the parties thereto including, without limitation, each person who becomes bound thereto as a "new debtor" as set forth in the Uniform Commercial Code ("UCC").