Common use of By Lessor Clause in Contracts

By Lessor. LESEE HAS SELECTED BOTH (a) THE EQUIPMENT AND (b) THE MANUFACTURER OR OTHER SUPPLIER FROM WHOM LESSOR IS OT PURCHASE IT. LESSOR MAKES NO WARRANTY, EXPRESSED OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS". If any item of Equipment or all the Equipment is not properly installed, does not operate as represented or warranted by its manufacturer, or is unsatisfactory for any reason, Lessee shall make any claim on account thereof directly against such manufacturer and shall, upon satisfactory resolution of the claim by manufacturer, pay Lessor all rents payable under this Lease. In the event manufacturer is unable or unwilling to resolve the claim, Lessor will engage a mutually agreed party to resolve the claim to Lessee's reasonable satisfaction at Lessor's expense. Lessor hereby agrees to assign to Lessee, solely for the purpose of making and prosecuting any such claim all of the rights which Lessor has against such manufacturer for breach of warranty or other representation representing the Equipment. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER. The provisions of this paragraph are intended to be a complete exclusion and negation of any express or implied warranties by Lessor with respect to the Equipment, whether arising under the Uniform Commercial Code or under any other law now or hereafter in effect, or otherwise.

By Lessor. LESEE HAS SELECTED BOTH (a) THE EQUIPMENT AND (b) THE MANUFACTURER OR OTHER SUPPLIER FROM WHOM LESSOR IS OT PURCHASE IT. LESSOR MAKES NO WARRANTYLessor may, EXPRESSED OR IMPLIED AS TO ANY MATTER WHATSOEVERat any time, INCLUDING WITHOUT LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENTwithout notice to, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSEor the consent of, ANDLessee sell, AS TO LESSORassign or transfer or grant a security interest in all or any part of Lessor's rights, LESSEE LEASES THE EQUIPMENT "AS IS". If any item of obligations, title or interest in, to and under the Equipment or all the Equipment is not properly installedany Item(s) thereof, does not operate as represented or warranted by its manufacturerthis Lease, or is unsatisfactory for any reason, Lessee shall make Lease Supplement and/or any claim on account thereof directly against such manufacturer Rent and shall, upon satisfactory resolution of the claim by manufacturer, pay Lessor all rents Supplemental Payments payable under this LeaseLease or any Lease Supplement. In the event manufacturer Any entity to whom any such sale, assignment, transfer or grant of security interest is unable made is herein called an "Assignee" and any such sale, assignment, transfer or unwilling grant of security interest is herein called an "assignment". An Assignee may re-assign and/or grant a security interest in any of such rights, obligations, title or interest assigned to resolve the claim, Lessor will engage a mutually agreed party to resolve the claim to Lessee's reasonable satisfaction at Lessor's expensesuch Assignee. Lessor hereby Lessee agrees to assign to Lessee, solely for the purpose of making execute related acknowledgments and prosecuting any such claim other documents that may be reasonably requested by Lessor or an Assignee. Each Assignee shall have and may enforce all of the rights which and benefits of Lessor has against such manufacturer for breach of warranty or other representation representing the Equipment. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER. The provisions of this paragraph are intended to be a complete exclusion and negation of any express or implied warranties by Lessor hereunder with respect to the EquipmentItem(s) of Equipment and related Lease Supplement(s) covered by the assignment, whether arising including, without limitation, the provisions of Section 8 hereof and Lessee's representations and warranties under Section 21 hereof. Lessee acknowledges that any such assignment will not materially change its duties or materially increase its burdens or risks hereunder. Each such assignment shall be subject to Lessee's rights hereunder so long as no Event of Default has occurred and is continuing hereunder and in no event shall there be more than two (2) Assignees (or, one (1) Assignee, together with Lessor) at any one time during the Uniform Commercial Code term of this Lease. Lessee shall be under no obligation to any Assignee except upon written notice of such assignment from Lessor or, in the case of a reassignment, from the Assignee. Upon written notice to Lessee of an assignment, Lessee agrees to pay the Rent and Supplemental Payments with respect to the Item(s) of Equipment covered by such assignment to such Assignee in accordance with the instructions specified in such notice without any abatement, defense, setoff, counterclaim or recoupment whatsoever, and to otherwise comply with all notices, directions and demands which may be given by Lessor or such Assignee with respect to such Item(s), in accordance with the provisions of this Lease. Notwithstanding any such assignment, all obligations of Lessor to Lessee under this Lease shall be and remain enforceable by Lessee against Lessor and any other law now or hereafter in effect, or otherwiseAssignee to whom an assignment has been made.

By Lessor. LESEE HAS SELECTED BOTH (a) THE EQUIPMENT AND (b) THE MANUFACTURER OR OTHER SUPPLIER FROM WHOM LESSOR IS OT PURCHASE IT. LESSOR MAKES NO WARRANTY, EXPRESSED OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS". If any item All rights of Equipment Lessor hereunder or all to the Equipment is not properly installedmay be sold, does not operate as represented or warranted by its manufacturerassigned, pledged, mortgaged, or is unsatisfactory for any reasonotherwise transferred, either in whole or in part, without notice to Lessee shall make any claim on account thereof directly against such manufacturer and shallbut always, upon satisfactory resolution however, subject to the rights of the claim by manufacturer, pay Lessor all rents payable Lessee under this Lease. In If Lessor sells the event manufacturer is unable Equipment or unwilling assigns this Lease or the Rent due or to resolve become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant to any other agreement between Lessor and Lessee, should there be one, shall excuse performance by Lessee of any provision hereof. No such vendee or assignee (each an "Assignee") shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the claim, terms of this Lease; except that Lessor will engage a mutually agreed party covenants with Lessee not to resolve transfer any interest in the claim Lease or the Equipment to any Assignee unless such Assignee agrees in writing not to disturb Lessee's reasonable satisfaction at Lessor's expensequiet enjoyment of the Equipment while no Event of Default has occurred. Lessor hereby agrees to assign to Lessee, solely for the purpose of making and prosecuting Lessee acknowledged that any such claim all sale, assignment or grant of security interest shall not materially change Lessee's obligations under this Lease nor materially increase the burdens imposed Lessee. Lessee agrees and acknowledges that any such Assignee shall rely on and be entitled to the benefit of the rights which Lessor has against such manufacturer for breach of warranty or other representation representing the Equipment. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER. The provisions of this paragraph are intended Lease. Lessee agrees to be a complete exclusion and negation acknowledge any such assignment within five (5) days of any express or implied warranties receipt of written request to do so in the form requested by Lessor with respect to the EquipmentLessor. LESSEE'S OBLIGATION TO PAY RENT IS ABSOLUTE AND UNCONDITIONAL AND LESSEE SHALL NOT ASSERT AGAINST ANY ASSIGNEE ANY DEFENSE, whether arising under the Uniform Commercial Code or under any other law now or hereafter in effectCOUNTERCLAIM OR SETOFF THAT THE LESSEE MAY HAVE AGAINST THE LESSOR OR ANY OTHER PARTY, or otherwiseAND LESSEE ACKNOWLEDGES THAT ANY ASSIGNEE IS RELYING ON THE FOREGOING.

By Lessor. LESEE HAS SELECTED BOTH (a) THE EQUIPMENT AND (b) THE MANUFACTURER OR OTHER SUPPLIER FROM WHOM LESSOR IS OT PURCHASE IT. LESSOR MAKES NO WARRANTY, EXPRESSED OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS". If any item All rights of Equipment Lessor hereunder or all to the Equipment is not properly installedmay be sold, does not operate as represented assigned, pledged, mortgaged or warranted by its manufacturerotherwise transferred, either in whole or is unsatisfactory for any reasonin part, without notice to Lessee shall make any claim on account thereof directly against such manufacturer and shallbut always, upon satisfactory resolution however, subject to the rights of the claim by manufacturer, pay Lessor all rents payable Lessee under this Lease. In If Lessor sells the event manufacturer is unable Equipment or unwilling assigns this Lease or the Rent due or to resolve become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant to any other agreement between Lessor and Lessee, should there be one, shall excuse performance by Lessee of any provision hereof. No such vendee or assignee (each an "Assignee") shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the claim, terms of this Lease; except that Lessor will engage a mutually agreed party covenants with Lessee not to resolve transfer any interest in the claim Lease or the Equipment to any Assignee unless such Assignee agrees in writing not to disturb Lessee's reasonable satisfaction at Lessor's expensequiet enjoyment of the Equipment while no Event of Default has occurred. Lessor hereby agrees to assign to Lessee, solely for the purpose of making and prosecuting Lessee acknowledges that any such claim all sale, assignment or grant of security interest shall not materially change Lessee's obligations under this Lease nor materially increase the burdens imposed upon Lessee. Lessee agrees and acknowledges that any such Assignee shall rely on and be entitled to the benefit of the rights which Lessor has against such manufacturer for breach of warranty or other representation representing the Equipment. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER. The provisions of this paragraph are intended Lease. Lessee agrees to be a complete exclusion and negation acknowledge any such assignment within five (5) days of any express or implied warranties receipt of written request to do so in the form requested by Lessor with respect to the EquipmentLessor. LESSEE'S OBLIGATION TO PAY RENT IS ABSOLUTE AND UNCONDITIONAL AND LESSEE SHALL NOT ASSERT AGAINST ANY ASSIGNEE ANY DEFENSE, whether arising under the Uniform Commercial Code or under any other law now or hereafter in effectCOUNTERCLAIM OR SETOFF THAT THE LESSEE MAY HAVE AGAINST THE LESSOR OR ANY OTHER PARTY, or otherwiseAND LESSEE ACKNOWLEDGES THAT ANY ASSIGNEE IS RELYING ON THE FOREGOING. NOTHING HEREIN SHALL PREVENT LESSEE FROM ASSERTING ANY DEFENSE OR CLAIM DIRECTLY AGAINST LESSOR FOR ACTUAL DAMAGES.

By Lessor. LESEE HAS SELECTED BOTH (a) THE EQUIPMENT AND (b) THE MANUFACTURER OR OTHER SUPPLIER FROM WHOM LESSOR IS OT PURCHASE IT. LESSOR MAKES NO WARRANTYThe interest of Lessor in this Lease and in and to the Property or any part thereof may, EXPRESSED OR IMPLIED AS TO ANY MATTER WHATSOEVERat any time and from time to time, INCLUDING WITHOUT LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENTbe sold, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSEconveyed, ANDassigned or otherwise transferred in compliance with Section 45 hereof, AS TO LESSORwithout the prior written consent of Lessee, LESSEE LEASES THE EQUIPMENT "AS IS". If and upon any item of Equipment such sale or all the Equipment is not properly installed, does not operate as represented or warranted by its manufacturer, or is unsatisfactory for any reason, Lessee shall make any claim on account thereof directly against such manufacturer and shall, upon satisfactory resolution conveyance of the claim by manufacturer, pay Lessor all rents payable under this Lease. In the event manufacturer is unable Property as an entirety or unwilling to resolve the claim, Lessor will engage a mutually agreed party to resolve the claim to Lessee's reasonable satisfaction at Lessor's expense. Lessor hereby agrees to assign to Lessee, solely any such assignment or other transfer (other than for the purpose of making securing indebtedness) by any party Lessor of its interest in this Lease and prosecuting in and to the Property, such party Lessor shall be completely relieved of and from any such claim and all of the rights which Lessor has against such manufacturer for breach of warranty obligations not theretofore accrued under this Lease or other representation representing the Equipment. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER. The provisions of this paragraph are intended to be a complete exclusion and negation of any express or implied warranties by Lessor otherwise with respect to the EquipmentProperty, whether arising under and such party Lessor shall have no further obligations whatsoever to any party Lessee, except to the Uniform Commercial Code extent that any such obligation accrued prior to the date of such sale, conveyance, assignment or under transfer, and Lessee shall thereupon look only to the then owner of Lessor's estate in the Property for the performance of any other law now obligations of Lessor hereunder. Lessor may also from time to time mortgage or hereafter in effectassign, by way of pledge or otherwise, any or all of the rights, in whole or in part, of Lessor under this Lease or in the Property to any Person as security for the indebtedness or other obligations of Lessor. From and after any such mortgage or assignment and to the extent provided in the instrument effecting such mortgage or assignment, (a) such Mortgagee may enforce any and all of the terms of this Lease to the extent so assigned as though such Mortgagee had been a party hereto, (b) after Lessee shall receive notice of such assignment, no action or failure to act on the part of Lessor shall adversely affect or limit any rights of such Mortgagee, (c) no such assignment shall constitute an assumption of any such obligations on the part of such Mortgagee, and (d) a copy of all notices, demands, consents, approvals and other instruments given by Lessee hereunder shall also be delivered to such Mortgagee, if such Mortgagee shall have provided Lessee with written notice of its address for such purposes.

By Lessor. LESEE HAS SELECTED BOTH Without Lessee's prior consent, Lessor may at any time (ai) THE EQUIPMENT AND (b) THE MANUFACTURER OR OTHER SUPPLIER FROM WHOM LESSOR IS OT PURCHASE IT. LESSOR MAKES NO WARRANTYassign, EXPRESSED OR IMPLIED AS TO ANY MATTER WHATSOEVERsell or transfer, INCLUDING WITHOUT LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENTin whole or in part, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSELessor's right, ANDtitle and interest in, AS TO LESSORto and under this Agreement, LESSEE LEASES THE EQUIPMENT "AS IS". If the other Transaction Documents and the other related documents, instruments and agreements, including without limitation the right to receive any item of Equipment or all the Equipment is not properly installed, does not operate as represented or warranted by its manufacturer, or is unsatisfactory for any reason, Lessee shall make any claim on account thereof directly against such manufacturer and shall, upon satisfactory resolution of the claim by manufacturer, pay Lessor all rents Payments payable under this Lease. In Agreement, the event manufacturer is unable or unwilling to resolve other Transaction Documents and the claimother related documents, Lessor will engage a mutually agreed party to resolve the claim to Lessee's reasonable satisfaction at Lessor's expense. Lessor hereby agrees to assign to Lessee, solely for the purpose of making instruments and prosecuting any such claim all of the rights which Lessor has against such manufacturer for breach of warranty or other representation representing the Equipment. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER. The provisions of this paragraph are intended to be a complete exclusion and negation of any express or implied warranties by Lessor agreements with respect to the EquipmentProperties, whether arising to any Affiliate of Lessor and (ii) sell or transfer all of Lessor's right, title and interest in and to the Properties to any Affiliate of Lessor. Except as otherwise provided in the preceding sentence, with Lessee's prior written consent (which consent shall not be unreasonably withheld), Lessor may at any time (i) assign, sell or transfer, in whole or in part, Lessor's right, title and interest in, to and under this Agreement, the other Transaction Documents and the other related documents, instruments and agreements, including without limitation the right to receive any or all Payments payable under this Agreement, the other Transaction Documents and the other related documents, instruments and agreements with respect to the Properties, to any Person, and (ii) sell or transfer all of Lessor's right, title and interest in and to the Properties to any Person. Each such Assignee shall have all of Lessor's right, title and interest hereunder to the extent that the same relate to the interest of the Assignee covered by the assignment, including without limitation: the right to receive such Assignee's portion of the Basic Payments payable for the Properties for all Basic Payment Periods commencing on or after the date of such assignment; the right to receive such Assignee's portion of the Supplemental Payments which are payable as a result of acts or events which occur on or after the date of such assignment; and the right to enforce, either in such Assignee's name or in Lessor's name, but without cost or expense to Lessor, all of Lessor's rights hereunder assigned to such Assignee. Such Assignee may re-assign all or a portion of such right, title and interest, provided that any such re-assignment shall be subject to the same terms and conditions set forth in this Section. Any assignment or re-assignment shall be subject to Lessee's rights hereunder so long as no Event of Default has occurred and is continuing hereunder. Lessee shall be under no obligation to any Assignee except upon written notice of such assignment from Lessor. Upon written notice from Lessor to Lessee of such assignment, Lessee agrees to pay the Basic Payments and Supplemental Payments to the Assignee, as the case may be, in accordance with the terms of this Agreement supplemented by the instructions specified in such notice, to give all notices which are required or permitted to be given by Lessee to Lessor hereunder to the Person(s) specified to receive the same in such written notice of assignment and to otherwise comply with all reasonable notices, directions and demands which may be given by such Assignee in accordance with the provisions of this Agreement. Lessee agrees to deliver to any Assignee an acknowledgment of the assignment [together with an opinion of counsel to Lessee regarding the validity and enforceability of this Agreement against Lessee, incumbency certificate of Lessee and such authorizing resolutions as such Assignee may reasonably request; provided, however, all out of pocket fees and expenses incurred by Lessee in connection with the production or delivery of the foregoing documents referenced previously in this sentence shall be for the account of Lessor or such Assignee, as agreed to by such parties. In addition to the foregoing, with respect to any subsequent leveraging of the transaction evidenced by the Transaction Documents, Lessor at any time and from time to time may (A) without Lessee's consent, collaterally assign, grant a security interest in and/or mortgage to any Affiliate of Lessor in whole or in part Lessor's right, title and interest in, to and under the Uniform Commercial Code or under documents, rights, Properties and other items referenced above in Section 14(b)(i) and (b)(ii) and (B) with Lessee's prior written consent (which consents shall not be unreasonably withheld), collaterally assign, grant a security interest in and/or mortgage to any other law now Person in whole or hereafter in effectpart Lessor's right, title and interest in, to and under the documents, rights, Properties and other items referenced above in Section 14(b)(i) and (b)(ii). Lessee agrees to observe the terms and conditions of the documentation regarding any such collateral assignment, grant of a security interest and/or mortgage (to the extent the right, title and interest of Lessee under the Transaction Documents and with respect to the Properties are not materially and adversely affected), including without limitation the provision of notices to any collateral assignee or otherwisesecured party and (regarding the insurance coverages required pursuant to Section 17 hereof) the addition of such collateral assignee or secured party as a loss payee and additional insured as reasonably requested by Lessor and such collateral assignee.

By Lessor. LESEE HAS SELECTED BOTH (a) THE EQUIPMENT AND (b) THE MANUFACTURER OR OTHER SUPPLIER FROM WHOM LESSOR IS OT PURCHASE IT. LESSOR MAKES NO WARRANTY, EXPRESSED OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS". If any item All rights of Equipment Lessor hereunder or all to the Equipment is not properly installedmay be sold, does not operate as represented assigned, pledged, mortgaged or warranted by its manufacturerotherwise transferred, either in whole or is unsatisfactory for any reasonin part, without notice to Lessee shall make any claim on account thereof directly against such manufacturer and shallbut always, upon satisfactory resolution however, subject to the rights of the claim by manufacturer, pay Lessor all rents payable Lessee under this Lease. In If Lessor sells the event manufacturer is unable Equipment or unwilling assigns this Lease or the Rent due or to resolve become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant to any other agreement between Lessor and Lessee, should there be one, shall excuse performance by Lessee of any provision hereof. No such vendee or assignee (each an "Assignee") shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the claim, terms of this Lease; except that Lessor will engage a mutually agreed party covenants with Lessee not to resolve transfer any interest in the claim Lease or the Equipment to any Assignee unless such Assignee agrees in writing not to disturb Lessee's reasonable satisfaction at Lessor's expensequiet enjoyment of the Equipment while no Event of Default has occurred. Lessor hereby agrees to assign to Lessee, solely for the purpose of making and prosecuting Lessee acknowledges that any such claim all sale, assignment or grant of security interest shall not materially change Lessee's obligations under this Lease nor materially increase the burdens imposed on Lessee. Lessee agrees and acknowledges that any such Assignee shall rely on and be entitled to the benefit of the rights which Lessor has against such manufacturer for breach of warranty or other representation representing the Equipment. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER. The provisions of this paragraph are intended Lease. Lessee agrees to be a complete exclusion and negation acknowledge any such assignment within five (5) days of any express or implied warranties receipt of written request to do so in the form requested by Lessor with respect to the EquipmentLessor. LESSEE'S OBLIGATION TO PAY RENT IS ABSOLUTE AND UNCONDITIONAL AND LESSEE SHALL NOT ASSERT AGAINST ANY ASSIGNEE ANY DEFENSE, whether arising under the Uniform Commercial Code or under any other law now or hereafter in effectCOUNTERCLAIM OR SETOFF THAT THE LESSEE MAY HAVE AGAINST THE LESSOR OR ANY OTHER PARTY, or otherwiseAND LESSEE ACKNOWLEDGES THAT ANY ASSIGNEE IS RELYING ON THE FOREGOING.

By Lessor. LESEE HAS SELECTED BOTH Lessor may, at any time, (ai) THE EQUIPMENT AND (b) THE MANUFACTURER OR OTHER SUPPLIER FROM WHOM LESSOR IS OT PURCHASE IT. LESSOR MAKES NO WARRANTYwithout notice to, EXPRESSED OR IMPLIED AS TO ANY MATTER WHATSOEVERor the consent of, INCLUDING WITHOUT LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENTLessee sell, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSEassign, ANDtransfer or grant a security interest in all or any part of Lessor's rights, AS TO LESSORobligations, LESSEE LEASES THE EQUIPMENT "AS IS". If any item of title or interest in, to and under the Equipment or all the Equipment is not properly installedany Item(s) thereof, does not operate as represented or warranted by its manufacturerthis Lease, or is unsatisfactory for any reason, Lessee shall make Lease Supplement and/or any claim on account thereof directly against such manufacturer Rent and shall, upon satisfactory resolution of the claim by manufacturer, pay Lessor all rents Supplemental Payments payable under this LeaseLease or any Lease Supplement to a commercial banking institution or any wholly owned subsidiary or affiliate thereof; and (ii) with the prior written consent of Lessee which shall not be unreasonably withheld, to any other Person. In the event manufacturer Any entity to whom any such sale, assignment, transfer or grant of security interest is unable made is herein called an "Assignee" and any such sale, assignment, transfer or unwilling grant of security interest is herein called an "assignment". An Assignee may re-assign and/or grant a security interest in any of such rights, obligations, title or interest assigned to resolve the claim, Lessor will engage a mutually agreed party to resolve the claim to Lessee's reasonable satisfaction at Lessor's expensesuch Assignee. Lessor hereby Lessee agrees to assign to Lessee, solely for the purpose of making execute related acknowledgments and prosecuting any such claim other documents that may be reasonably requested by Lessor or an Assignee. Each Assignee shall have and may enforce all of the rights which and benefits of Lessor has against such manufacturer for breach of warranty or other representation representing the Equipment. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER. The provisions of this paragraph are intended to be a complete exclusion and negation of any express or implied warranties by Lessor hereunder with respect to the EquipmentItem(s) of Equipment and related Lease Supplement(s) covered by the assignment, whether arising including, without limitation, the provisions of Section 8 hereof and Lessee's representations and warranties under Section 21 hereof. Each such assignment shall be subject to Lessee's rights hereunder. Lessee shall be under no obligation to any Assignee except upon written notice of such assignment from Lessor or, in the Uniform Commercial Code case of a reassignment, from Assignee. Upon written notice to Lessee of an assignment, Lessee agrees to pay the Rent and Supplemental Payments with respect to the Item(s) of Equipment covered by such assignment to such Assignee in accordance with the instructions specified in such notice (which in all events must be consistent with the terms of this Lease) without any abatement, defense, setoff, counterclaim or recoupment whatsoever, and to otherwise comply with all notices, directions and demands which may be given by Lessor or such Assignee with respect to such Item(s), in accordance with the provisions of this Lease. Notwithstanding any such assignment, all obligations of Lessor to Lessee under this Lease shall be and remain enforceable by Lessee against Lessor and any other law now or hereafter in effect, or otherwiseAssignee to whom an assignment has been made.