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12 <br />Schedule A and the termination date. Customer also agrees to reimburse <br />Lessor the amount of any and all prepaid expenses, including but not <br />limited to all taxes, permits, and licenses, prorated as of the date of <br />purchase. Customer is also responsible for any and all taxes resulting from <br />the sale and purchase of the Property. <br />17. ASSIGNMENT AND SUBORDINATION. This Lease Agreement shall be <br />binding upon the parties, together with their respective successors, <br />representatives, and permitted assigns. CUSTOMER SHALL NOT <br />SUBLEASE THE PROPERTY NOR ASSIGN ITS RIGHTS UNDER THIS <br />LEASE AGREEMENT, IN WHOLE OR IN PART, WITHOUT THE PRIOR <br />WRITTEN CONSENT OF LESSOR AND ITS SECURED PARTY <br />ASSIGNEE, IFANY, WHICH CONSENT SHALL BE CONDITIONED <br />UPON CUSTOMER REMAINING LIABLE FOR THE FULL AND <br />FAITHFUL PERFORMANCE OF ALL OBLIGATIONS OF CUSTOMER <br />UNDER THIS LEASE AGREEMENT. Customer shall promptly notify <br />Lessor in writing prior to any substantial change in ownership or any <br />material Disposition of the assets of Customer's business. <br />Customer acknowledges and agrees that all of its rights under this Lease <br />Agreement with Lessor in and to the Property, including Customer's right to <br />possess the Property, are subordinate, junior, and subject to the rights and <br />claims of any assignee of Lessor ("Assignee") against the Property under <br />any instrument, lease, mortgage or title retention or other security <br />agreement, whether now existing or hereafter created, including but not <br />limited to the right of Assignee to take possession of the Property. <br />Customer consents and agrees to the assignment to Assignee of (i) all <br />monies due or to become due to Lessor under this Lease Agreement and <br />(ii) all rights and privileges of Lessor under this Lease Agreement. <br />Customer promises and agrees to settle all claims against Lessor directly <br />with Lessor and hereby waives, relinquishes and disclaims as to Assignee <br />all counterclaims, rights of set-off, and defenses Customer may have <br />against Lessor, including any right to withhold payments of or to refrain <br />from paying .any monies that are due or to become due under the terms of <br />this Lease Agreement, except that Customer shall not be liable to <br />Assignee for monies paid to Lessor in accordance with the terms of this <br />Lease Agreement prior to the time Assignee notifies Customer to pay <br />Assignee directly. Thereafter, Customer agrees to pay directly to Assignee <br />all monies owing under this Lease Agreement. Customer represents that, <br />except as stated in this Lease Agreement, it has not prepaid any rentals or <br />other monies owing under this Lease Agreement, and no deposits have <br />been made. <br />