Common use of Title and Assignment Clause in Contracts

Title and Assignment. The Equipment shall at all times remain the personal property of Lessor. Lessee shall have no right, title or interest in the Property, except for the express rights granted hereunder. Lessee shall hold all Equipment subject and subordinate to the rights of Lessor and protect it from any other liens. Notwithstanding the foregoing, Lessee hereby grants to Lessor a security interest in the Equipment and in the rights of Lessee under any license agreements with respect to any software included in any of the Equipment (but only if and to the extent the grant of such security interest with respect to such software does not result in the creation or breach of any legal obligations on the part of Lessee) as security for all Lessee’s obligations to Lessor of every kind or nature. Lessee authorizes Lessor to file a financing statement(s) and agrees to execute and deliver any instruments reasonably requested by Lessor in order to protect Lessor’s interest in the Equipment and any proceeds thereof. Lessee shall at its sole expense (i) defend Lessor’s title to the Equipment against all persons claiming against or through Lessee, (ii) at all times keep the Equipment free and clear of any claim, suit liens or encumbrances whatsoever (except any placed thereon by Lessor and arising solely from the Lease), and (iii) give Lessor immediate written notice of any such claim, suit, lien or encumbrance. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ANY OR ALL OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. In the event Lessor has consented to any sublease of the Equipment, Lessee hereby assigns and grants to Lessor a security interest in any and all rights under any sublease(s), to secure all obligations to Lessor, and Lessee shall deliver to Lessor the original of such sublease(s). Lessee agrees, acknowledges and consents that Lessor may sell, assign or transfer any or all of its interest in this Lease or sell or grant a security interest in all or any part of the Equipment, without notice to or the consent of Lessee. Lessee agrees not to assert against any assignee of Lessor any setoff, recoupment, claim, counterclaim or defense Lessee may have against Lessor or any person other than such assignee. Lessee agrees that if it receives written notice of an assignment from Lessor, it will pay all Rent and other payments payable under each Schedule to such assignee or as instructed by Lessor or the assignee identified in the notice received from Lessor. An assignee of Lessor shall have all rights of Lessor under the applicable Lease, to the extent assigned, separately exercisable by such assignee independently of Lessor or any assignee with respect to other leases. Upon any such assignment and except as may otherwise be provided therein all references in this Master Lease to Lessor shall include such assignee. Lessee will cooperate with Lessor in executing any documentation, including any amendment to this Lease, reasonably required by Lessor or any assignee of Lessor to effectuate any such assignment; provided, however, that Lessee shall not be obligated to sign any document which materially changes Lessee’s duties or obligations under this Lease.

Title and Assignment. The Equipment shall at all times remain Xxxxxx acknowledges and agrees that Xxxxxx owns the personal property of LessorEquipment. Lessee shall have Xxxxxx’s interest is a possessory interest only, Xxxxxx obtains no righttitle to such Equipment, title or interest in and Xxxxxx holds the Property, except for the express rights granted hereunder. Lessee shall hold all Equipment subject to and subordinate to the rights of Lessor Lessor, any Assignee and protect it from any other liensSecured Party. Notwithstanding In order to perfect Lessor's security interest in the foregoingEquipment in the event a Schedule is determined to be a lease intended as security, Lessee hereby grants to Lessor a security interest in the Equipment to secure all obligations of Lessee to Lessor and authorizes Lessor, as Xxxxxx's agent, to prepare, execute and file, in Xxxxxx's name, UCC financing statements confirming and perfecting such interests in the rights Equipment. Until all obligations of Lessee under any license agreements to Lessor with respect to a Schedule are satisfied in full, Lessee will not file a termination of any software included in any of the Equipment (but only if and to the extent the grant of such security interest financing statement filed by Lessor with respect to such software does not result in the creation or breach Schedule. Lessee will give Lessor at least thirty (30) days prior written notice of any legal obligations on the part of Lessee) as security for all change in Lessee’s obligations to Lessor name, form of every kind organization or naturejurisdiction of formation. Lessee authorizes Lessor to file a financing statement(s) and agrees to execute and deliver any instruments reasonably requested by Lessor in order to protect Lessor’s interest in the Equipment and any proceeds thereof. Lessee shall will, at its sole expense (i) defend Lessor’s title to the Equipment against all persons claiming against or through Lesseeexpense, (ii) at all times keep the Equipment free and clear of from any claim, suit liens or encumbrances whatsoever of any kind (except any placed thereon caused by Lessor) and will indemnify and hold Lessor and arising solely any Secured Party and Assignee harmless from the Lease), and (iii) give Lessor immediate written notice of against any such claim, suit, lien or encumbranceloss caused by Xxxxxx’s failure to do so. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ANY OR ALL OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. In the event Lessor has consented to any sublease of the EquipmentUpon request, Lessee hereby assigns and grants will mark the Equipment indicating Lessor’s interest. Lessor will be entitled to Lessor a security interest in any and all rights under any sublease(s), to secure all obligations to Lessor, and Lessee shall deliver to Lessor the original of such sublease(s). Lessee agrees, acknowledges and consents that Lessor may sell, assign assign, or transfer any transfer, in whole or all of in part, its interest in this Lease or sell a Schedule, the receivables and/or the Equipment thereunder or grant a security interest in and to a Schedule and/or the Equipment to an Assignee. The Assignee may exercise all or any part of Lessor’s rights, but Lessor will remain solely responsible for the Equipment, without performance of its obligations hereunder. Xxxxxx consents to and will acknowledge such assignments in a written notice provided by Lessor to or the consent of Lessee. Upon request, Xxxxxx will provide (i) a secretary’s certificate of incumbency and authority, (ii) a legal opinion relating to the representations contained in Section 12, (iii) audited financial statements, (iv) an acceptance certificate; and (v) and any other documentation reasonably requested by Xxxxxx. Lessor acknowledges that any assignment or transfer by Xxxxxx permitted hereunder shall not materially change Lessee’s duties or obligations under this Agreement or materially increase the burdens or risks imposed upon Lessee. To the extent permitted by law, Lessee agrees waives, and shall not to assert against any assignee of Lessor Assignee or Secured Party, any setoff, recoupment, claim, counterclaim right or defense claim that Lessee may have against Lessor or any person other than such assignee. Lessee agrees that if it receives written notice of an assignment from Lessor, it third party and will pay all Rent and other payments payable amounts due under each Schedule to such assignee without any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or as instructed by Lessor or the assignee identified in the notice received from Lessorrecoupment. An assignee of Lessor shall have all rights of Lessor under the applicable Lease, to the extent assigned, separately exercisable by such assignee independently of Lessor or any assignee with respect to other leases. Upon any such assignment and except as may otherwise be provided therein all references in this Master Lease to Lessor shall include such assignee. Lessee will cooperate with Lessor in executing any documentation, including any amendment to this Lease, reasonably required by Lessor or any assignee of Lessor to effectuate any such assignment; provided, however, that Lessee shall not be obligated to sign any document which materially changes Lessee’s duties or obligations under this Lease.LESSEE RESPONSIBILITIES

Title and Assignment. The Equipment Nothing contained in any Schedule shall at all times remain the personal property of Lessor. give or convey to Lessee shall have no any right, title or interest in or to the PropertyEquipment, except for the express rights granted hereunder. as a Lessee as set forth therein, and Lessee represents and agrees that Lessee shall hold all the Equipment subject and subordinate to the rights of the owner. Lessor, any assignee and any secured party (as described in Section 17), and Lessee shall furnish Lessor with such documentation as Lessor shall reasonably require with respect thereto. Lessor is hereby authorized by Lessee to cause this Lease, any Schedule or any statement or other instrument in respect of any Schedule as may be required by law showing the interest of Lessor, any assignee and protect it from any other liens. Notwithstanding the foregoing, Lessee hereby grants to Lessor a security interest secured party in the Equipment to be filed, and in the rights of Lessee under any license agreements with respect to any software included in any of the Equipment (but only if and to the extent the grant of such security interest with respect to such software does not result in the creation or breach of any legal obligations on the part of Lessee) as security for all Lessee’s obligations to Lessor of every kind or nature. Lessee authorizes Lessor to file a financing statement(s) and agrees to execute and deliver any instruments Uniform Commercial Code financing statements, certificates of title and fixture filings reasonably requested by Lessor in order to for such purpose. Lessee shall, at its expense, protect and defend Lessor’s 's title as well as the interest in the Equipment of any assignee and any proceeds thereof. Lessee shall at its sole expense (i) defend Lessor’s title to the Equipment secured party against all persons claiming against or through Lessee, (ii) Lessee and shall at all times keep the Equipment free and clear of from any claimlegal process, suit liens liens, claims or encumbrances whatsoever (except any placed thereon by Lessor Lessor) and arising solely from the Lease), and (iii) shall give Lessor immediate written notice thereof and shall indemnify and hold Lessor, any assignee and any secured party harmless from and against any loss caused thereby. It is expressly understood that all of any such claim, suit, lien the Equipment shall be and remain personal property notwithstanding the manner in which the Equipment may be attached or encumbranceaffixed to realty. LESSEE SHALL AGREES THAT WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE WILL NOT ASSIGN ASSIGN, TRANSFER OR IN ANY WAY DISPOSE OF ANY OR ALL OF SUBLEASE ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL SCHEDULE, OR REMOVE OR SUFFER THE EQUIPMENT OR ANY PART OF PARTS THEREOF TO BE REMOVED FROM THE EQUIPMENT WITHOUT LOCATION SPECIFIED IN THE PRIOR WRITTEN CONSENT OF LESSORAPPLICABLE SCHEDULE OR PERMIT THE EQUIPMENT TO BE USED BY ANYONE OTHER THAN LESSEE AND LESSEE'S EMPLOYEES AND AUTHORIZED AGENTS. In the event Lessor has consented to any sublease of the Equipment, Lessee hereby assigns and grants to Lessor a security interest in any and all rights under any sublease(s), to secure all obligations to Lessor, and Lessee shall deliver to Lessor the original of such sublease(s). Lessee agrees, acknowledges and consents that Lessor may sell, assign or transfer any or all of its interest in this Lease or sell or grant a security interest in all or any part of the Equipment, without notice to or the consent of Lessee. Lessee agrees not to assert against any assignee of Lessor any setoff, recoupment, claim, counterclaim or defense Lessee may have against Lessor or any person other than such assignee. Lessee agrees that if it receives written notice of an assignment from Lessor, it will pay all Rent and other payments payable under each Schedule to such assignee or as instructed by Lessor or the assignee identified in the notice received from Lessor. An assignee of Lessor shall have all rights the right from time to time during reasonable business hours to enter upon Lessee's premises or elsewhere for the purpose of Lessor under confirming the applicable Leaseexistence and condition of the Equipment and, to at Lessor's request, Lessee will securely affix conspicuous tags or plates thereon containing a notation that the extent assigned, separately exercisable same is owned by such assignee independently and is the property of Lessor or any assignee with respect to other leasesits assignee, if any. Upon any such assignment and except as may otherwise be provided therein all references in this Master Lease to Lessor shall include such assignee. Lessee will cooperate with Lessor in executing any documentation, including any amendment also have the right to this Lease, reasonably required by Lessor or any assignee of Lessor demonstrate and show the Equipment to effectuate any such assignment; provided, however, that Lessee shall not be obligated others at times agreeable to sign any document which materially changes Lessee’s duties or obligations under this Lease.

Title and Assignment. The Equipment shall at all times remain the personal property of Lessor. Lessee shall have no right, title or interest in the PropertyEquipment, except for the express lease rights granted hereunderto Lessee in a Lease. Lessee shall hold all such Equipment subject and subordinate to the rights of Lessor Lessor, and protect it from any other liens. Notwithstanding the foregoing, Lessee hereby grants to Lessor a security interest in the Equipment and in the rights of Lessee under any license agreements with respect to Assignee and any software included Secured Party (as defined in any of the Equipment (but only if and to the extent the grant of such security interest with respect to such software does not result in the creation or breach of any legal obligations on the part of Lessee) as security for all Lessee’s obligations to Lessor of every kind or naturethis Section 6). Lessee authorizes Lessor to file a financing statement(s) and agrees to execute and deliver any instruments reasonably requested by Lessor in order to protect Lessor’s interest in the Equipment and any proceeds thereof. Lessee shall shall, at its sole expense expense, (iI) defend Lessor’s Lessors title to and the Equipment interest of any Assignee or Secured Party against all persons claiming against or through through. Lessee, (ii) at all times keep the Equipment free and clear of from any claim. suit, suit liens or encumbrances whatsoever (except any placed thereon directly or indirectly by Lessor and arising solely from the Lease), and or any Assignee) (iiiii) give Lessor immediate written notice of any such claim, suit, lien or encumbranceencumbrance (hereinafter such claims, suits, liens or encumbrances, subject to stated exceptions shall collectively be the "Lessee Claims"), and (iv) indemnify and hold Lessor, any Assignee and any Secured Party harmless from any loss, costs or expenses caused by such Lessee Claims.. Lessee agrees to execute and deliver any such UCC financing statements or other similar instruments reasonably requested by Lessor for such purpose. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ANY OR ALL OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. In Without the event Lessor has consented prior consent of Lessor, which shall mot be unreasonably withheld, Lessee may mot assign or sublease the Equipment to any sublease party, or relocate the Equipment. However, Lessee may assign (whether by merger, sale or other transfer) this Master Lease and all related Equipment Schedules to any Related Company without the prior consent of Lessor, so long as Lessee gives Lessor prior notice of such transfer and the assignee agrees in writing to be bound by the terms of this Master Lease and the related Equipment Schedules. A "Related Company" shall be any parent corporation or subsidiary or other corporation or entity in which Lessee owns more than fifty percent of the Equipmentcapital stock or other equity interests, Lessee hereby assigns and grants or which owns more than fifty percent of Lessee's capital stock. The terms of each Lease have been fixed by Lessor in anticipation of Lessor's ability to Lessor a security interest in any and all rights under any sublease(s), to secure all obligations to Lessor, and Lessee shall deliver to Lessor the original of such sublease(s). Lessee agrees, acknowledges and consents that Lessor may sell, assign or transfer any or all of its interest in this Lease or sell or grant a security interest under each Lease, each Equipment Schedule and the Equipment listed therein in all whole or in part to a security assignee (the "Secured Party") for the purpose OF securing a loam to the Lessor. The Lessor may also assign its rights as owner and Lessor OF the Equipment described in any part of the EquipmentEquipment Schedule, without notice or assign its rights under any Lease, to or the consent of Lessee. Lessee agrees not to assert against any assignee of Lessor any setoff(the "Assignee'), recoupment, claim, counterclaim or defense Lessee may have against Lessor or any person other than who shall succeed to Lessors title to such assigneeEquipment and/or Lease. Lessee hereby: (a) consents to each such assignment and transfer, and agrees that if it receives written notice no further consent of an assignment from Lessor, it will pay all Rent and other payments payable under each Schedule to such assignee or as instructed by Lessor or the assignee identified in the notice received from Lessor. An assignee of Lessor shall have all rights of Lessor under the applicable Lease, to the extent assigned, separately exercisable by such assignee independently of Lessor or any assignee with respect to other leases. Upon Lessee is required for any such assignment or transfer, (b) agrees to execute and except deliver am acknowledgement of each such assignment or transfer as may otherwise shall be provided therein requested by Lessor, and (c) agrees that any Secured Party shall have any and all references in this Master Lease to rights and powers OF Lessor shall include such assignee. Lessee will cooperate with Lessor in executing under any documentation, including any amendment to this Lease, reasonably required by Lessor or any assignee of Lessor to effectuate any such assignment; provided, however, that Lessee but no Secured Party shall not be obligated to sign perform any document which materially changes of Lessor's obligations hereunder other than Lessors obligation mot to disturb Lessee’s duties or obligations under this Lease's quiet enjoyment of the Equipment during the term hereof so long as Lessee is mot in material default OF any of the provisions hereof.

Title and Assignment. The Equipment shall at all times remain Xxxxxx acknowledges and agrees that Xxxxxx owns the personal property of LessorEquipment. Lessee shall have Xxxxxx’s interest is a possessory interest only, Xxxxxx obtains no righttitle to such Equipment, title or interest in and Xxxxxx holds the Property, except for the express rights granted hereunder. Lessee shall hold all Equipment subject to and subordinate to the rights of Lessor and protect it from any other liensAssignee. Notwithstanding In order to perfect Lessor's security interest in the foregoingEquipment in the event a Schedule is determined to be a lease intended as security, Lessee hereby grants to Lessor a security interest in the Equipment to secure all obligations of Lessee to Lessor and authorizes Lessor to prepare, execute and file, in Xxxxxx's name, UCC financing statements confirming and perfecting such interests in the rights Equipment. Until all obligations of Lessee under any license agreements to Lessor with respect to a Schedule are satisfied in full, Lessee will not file a termination of any software included in any of the Equipment (but only if and to the extent the grant of such security interest financing statement filed by Lessor with respect to such software does not result in the creation or breach Schedule. Lessee will give Lessor at least thirty (30) days prior written notice of any legal obligations on the part of Lessee) as security for all change in Lessee’s obligations to Lessor name, form of every kind organization or naturejurisdiction of formation. Lessee authorizes Lessor to file a financing statement(s) and agrees to execute and deliver any instruments reasonably requested by Lessor in order to protect Lessor’s interest in the Equipment and any proceeds thereof. Lessee shall will, at its sole expense (i) defend Lessor’s title to the Equipment against all persons claiming against or through Lesseeexpense, (ii) at all times keep the Equipment free and clear of from any claim, suit liens or encumbrances whatsoever of any kind (except any placed thereon caused by Lessor) and will indemnify and hold Lessor and arising solely any Assignee harmless from the Lease), and (iii) give Lessor immediate written notice of against any such claim, suit, lien or encumbranceloss caused by Xxxxxx’s failure to do so. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ANY OR ALL OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. In the event Lessor has consented to any sublease of the EquipmentUpon request, Lessee hereby assigns and grants will mark the Equipment indicating Lessor’s interest. Lessor will be entitled to Lessor a security interest in any and all rights under any sublease(s), to secure all obligations to Lessor, and Lessee shall deliver to Lessor the original of such sublease(s). Lessee agrees, acknowledges and consents that Lessor may sell, assign assign, or transfer any transfer, in whole or all of in part, its interest in this Lease or sell a Schedule, the receivables and/or the Equipment thereunder or grant a security interest in and to a Schedule and/or the Equipment to an Assignee. The Assignee may exercise all or any part of Lessor’s rights, but Lessor will remain solely responsible for the Equipment, without performance of its obligations hereunder unless consented to in writing by Xxxxxx. Xxxxxx consents to and upon request will acknowledge such assignment in a written notice provided by Lessor to or the consent of Lessee. Upon request, Xxxxxx will provide (i) a secretary’s certificate of incumbency and authority, (ii) a legal opinion relating to the representations contained in Section 12, (iii) audited financial statements, and (iv) any other documentation reasonably requested by Xxxxxx. Lessor acknowledges that any assignment or transfer by Xxxxxx permitted hereunder shall not materially change Lessee’s duties or obligations under this Agreement or materially increase the burdens or risks imposed upon Lessee. To the extent permitted by law, Lessee agrees waives, and shall not to assert against any assignee of Lessor Assignee any setoff, recoupment, claim, counterclaim right or defense claim that Lessee may have against Lessor or any person other than such assignee. Lessee agrees that if it receives written notice of an assignment from Lessor, it third party and will pay all Rent and other payments payable amounts due under each Schedule to such assignee without any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or as instructed by Lessor or the assignee identified in the notice received from Lessor. An assignee of Lessor shall have all rights of Lessor under the applicable Lease, to the extent assigned, separately exercisable by such assignee independently of Lessor or any assignee with respect to other leases. Upon any such assignment and except as may otherwise be provided therein all references in this Master Lease to Lessor shall include such assignee. Lessee will cooperate with Lessor in executing any documentation, including any amendment to this Lease, reasonably required by Lessor or any assignee of Lessor to effectuate any such assignment; provided, however, that Lessee shall not be obligated to sign any document which materially changes Lessee’s duties or obligations under this Leaserecoupment.

Title and Assignment. The Equipment shall at all times remain Lessee acknowledges and agrees that Lessor owns the personal property of LessorEquipment. Lessee’s interest is a possessory interest only, Lessee shall have obtains no righttitle to such Equipment, title or interest in and Lessee holds the Property, except for the express rights granted hereunder. Lessee shall hold all Equipment subject to and subordinate to the rights of Lessor Lessor, any Assignee and protect it from any other liensSecured Party. Notwithstanding In order to perfect Lessor's security interest in the foregoingEquipment in the event a Schedule is determined to be a lease intended as security, Lessee hereby grants to Lessor a security interest in the Equipment to secure all obligations of Lessee to Lessor and authorizes Lessor, as Lessee's agent, to prepare, execute and file, in Lessee's name, UCC financing statements confirming and perfecting such interests in the rights Equipment. Until all obligations of Lessee under any license agreements to Lessor with respect to a Schedule are satisfied in full, Lessee will not file a termination of any software included in any of the Equipment (but only if and to the extent the grant of such security interest financing statement filed by Lessor with respect to such software does not result in the creation or breach Schedule. Lessee will give Lessor at least thirty (30) days prior written notice of any legal obligations on the part of Lessee) as security for all change in Lessee’s obligations to Lessor name, form of every kind organization or naturejurisdiction of formation. Lessee authorizes Lessor to file a financing statement(s) and agrees to execute and deliver any instruments reasonably requested by Lessor in order to protect Lessor’s interest in the Equipment and any proceeds thereof. Lessee shall will, at its sole expense (i) defend Lessor’s title to the Equipment against all persons claiming against or through Lesseeexpense, (ii) at all times keep the Equipment free and clear of from any claim, suit liens or encumbrances whatsoever of any kind (except any placed thereon caused by Lessor) and will indemnify and hold Lessor and arising solely any Secured Party and Assignee harmless from the Lease), and (iii) give Lessor immediate written notice of against any such claim, suit, lien or encumbranceloss caused by Lessee’s failure to do so. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ANY OR ALL OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. In the event Lessor has consented to any sublease of the EquipmentUpon request, Lessee hereby assigns and grants will xxxx the Equipment indicating Lessor’s interest. Lessor will be entitled to Lessor a security interest in any and all rights under any sublease(s), to secure all obligations to Lessor, and Lessee shall deliver to Lessor the original of such sublease(s). Lessee agrees, acknowledges and consents that Lessor may sell, assign assign, or transfer any transfer, in whole or all of in part, its interest in this Lease or sell a Schedule, the receivables and/or the Equipment thereunder or grant a security interest in and to a Schedule and/or the Equipment to an Assignee. The Assignee may exercise all or any part of Lessor’s rights, but Lessor will remain solely responsible for the Equipment, without performance of its obligations hereunder. Lessee consents to and will acknowledge such assignments in a written notice provided by Lessor to or the consent of Lessee. Upon request, Lessee agrees will provide (i) a secretary’s certificate of incumbency and authority, (ii) a legal opinion relating to the representations contained in Section 12, (iii) audited financial statements, (iv) an acceptance certificate; and (v) and any other documentation reasonably requested by Lessor. Lessor acknowledges that any assignment or transfer by Lessor permitted hereunder shall not to materially change Lessee’s duties or obligations under this Agreement or materially increase the burdens or risks imposed upon Lessee. To the extent permitted by law, Lessee waives, and shall not assert against any assignee of Lessor Assignee or Secured Party, any setoff, recoupment, claim, counterclaim right or defense claim that Lessee may have against Lessor or any person other than such assignee. Lessee agrees that if it receives written notice of an assignment from Lessor, it third party and will pay all Rent and other payments payable amounts due under each Schedule to such assignee without any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or as instructed by Lessor or the assignee identified in the notice received from Lessorrecoupment. An assignee of Lessor shall have all rights of Lessor under the applicable Lease, to the extent assigned, separately exercisable by such assignee independently of Lessor or any assignee with respect to other leases. Upon any such assignment and except as may otherwise be provided therein all references in this Master Lease to Lessor shall include such assignee. Lessee will cooperate with Lessor in executing any documentation, including any amendment to this Lease, reasonably required by Lessor or any assignee of Lessor to effectuate any such assignment; provided, however, that Lessee shall not be obligated to sign any document which materially changes Lessee’s duties or obligations under this Lease.LESSEE RESPONSIBILITIES