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limited to, any modification of the Products by Customer; or (iii) the combination, operation, or use of the Products with equ+pment or software not supplied by SBC under this Agreement. (e) Customer shall promptly notify SBC of any claim af infringernent, violation or misappropriation for which SBC may be responsib(e under Section 22(d) of this Agreement and shall cooperate with SBC to facilitate the defense or settlement of such Claim. SBC shaii keep Customer reasonably apprised of the continuing status of the Claim, including any lawsuit resulting therefrom, and shall permit Customer, at its expense, to participate in the defense or settfement of such Claim, although SBC shall have final authority regarding defense and settlement. Subject to the other provisions of this Section, if use of the Product is prevented or appears likely to be prevented by court order or settlement resulting from any such Claim, SBC shall, at its expense, either: (i) by license or release from claim of violation, infringement or misappropriation, procure for Customer the right to continue using the Product; (ii) modify the Product so that it is functionaliy equivalent to the originaf Product but is no longer subject to a Claim of violafiion, infringement or misappropriation; or (iii) buy back the Product at the Customer's net book value. THIS SECTION 22(e) STATES THE ENTIRE LIABILlTY OF SBC WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY BY THE PRODUCT (INCLUDlNG THE SOFTWARE REFERRED TO iN SECTION 11) PROVIDED UNDER THIS AGREEMENT. 23.Assignment. (a) Neither party shall assign any right or obligafiion under this Agreement without the other party's prior written consent. Any attempted assignment shall be void, except that either party may assign monies due or to become due to it, prouided that (i) the assigning party gives the other party at (east thirty (30) days prior written notice of such assignment, and (ii) such assignment does not impase upon the other party obiigations to the assignee other than the payment of such monies. (b) Notwithstanding the foregoing, SBC may assign this Agreement, in whole or in part, to any of its affiliates. Upon such assignment and assumption of liability thereto by the assignees, the assignor shall be discharged of any liability under this Agreemenfi. Without limifiing the generality of the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties' respective successors and assigns. (c) To the extent permitted by this Agreement, in the event Customer transfers, resells, assigns or otherwise conveys any Product provided by SBC under this Agreement to any third party, it shall obtain from such third party limitations of liability and indemnifiies substantiaily similar to those set forth in Sections 21 and 22 of this Agreement, which shall extend to SBC comparable limitations of liability and indemnities as a third party beneficiary of Customer's agreements with such third party. in no event shall SBC be liabie to Customer for any damage claims which could have been avoided by incorporatian of such limitations of iiabilities and indemnities in Customer's agreement with such third party. (d) Notwithstanding the foregoing, Customer shall have the option to assign this Agreement to a third party for the purpose of leasing the Products from such third party (hereinafter referred ta as "Lessor") with SBC's prior approval. Customer shall be Lessor's guarantor in connection with payments under this Agreement. Accordingly, Customer shall make all payments due under the Agreement to SBC if Lessor fails to do so. Except as set forth above, Customer shall not be relieved of any of its obligations under this Agreement. EpamainUrev819-7-01lsm 13