Common use of Benefit of Agreement; Assignment Clause in Contracts

Benefit of Agreement; Assignment. The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights under this Loan Agreement without the prior written consent of Lender, and any prohibited assignment shall be void. Borrower hereby consents to Lender’s sale, assignment, transfer or other disposition, at any time and from time to time hereafter, of this Loan Agreement, or the Other Agreements, or of any portion thereof, including without limitation Lender’s rights, titles, interests, remedies, powers and/or duties. Borrower shall establish and maintain a record of ownership (the “Register”) in which it agrees to register by book entry Lender’s and each initial and subsequent assignee’s interest in the Term Loan, and in the right to receive any payments hereunder and any assignment of any such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan (including the Note in respect of such Term Loan) are registered obligations and the right, title, and interest of Lender and its assignees in and to such Term Loan shall be transferable upon notation of such transfer in the Register, pursuant to Borrower’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations).

Benefit of Agreement; Assignment. The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries assigns and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights or obligations under this Loan Agreement without the Lender’s prior written consent of Lenderconsent, and any prohibited assignment shall be void. Borrower hereby consents to Lender’s sale, assignment, pledge, transfer or other disposition, at any time and from time to time hereafter, of this Loan Agreement, or the Other Agreements, or of any portion thereof, including including, without limitation limitation, Lender’s rights, titles, interests, remedies, powers and/or duties. Borrower hereby acknowledges that Lender and its Affiliates may securitize the Loan (a “Securitization”) through the pledge of the Loan as collateral security for loans to Lender or its Affiliates or through the sale of the Loan or the issuance of direct or indirect interests in the Loan to their controlled Affiliates, which loans to Lender or its Affiliates or direct or indirect interests will be rated by Xxxxx’x, S&P or one or more other rating agencies. Borrower shall, to the extent commercially reasonable, cooperate with Lender and its Affiliates to effect any and all Securitizations. Notwithstanding the foregoing, no such Securitization shall release Lender from any of its obligations hereunder or substitute any pledgee, secured party or any other party to such Securitization for Lender as a party hereto. Borrower shall establish and maintain a record of ownership (the “Register”) in which it agrees to register by book entry Lender’s and each initial and subsequent assignee’s interest in the Term each Loan, and in the right to receive any payments hereunder and any assignment of any such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan Loans (including the Note notes in respect of such Term LoanLoans) are registered obligations and the right, title, and interest of Lender and its assignees in and to such Term Loan Loans shall be transferable upon notation of such transfer in the Register, pursuant to Borrower’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations).

Benefit of Agreement; Assignment. The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights under this Loan Agreement without the prior written consent of Lender, and any prohibited assignment shall be void. Borrower hereby consents to Lender’s sale, assignment, transfer or other disposition, at any time and from time to time hereafter, of this Loan Agreement, or the Other Agreements, or of any portion thereof, including without limitation Lender’s rights, titles, interests, remedies, powers and/or duties. Borrower shall establish and maintain a record of ownership (the “Register”) in which it agrees to register by book entry Lender’s and each initial and subsequent assignee’s interest in the Term each Loan, and in the right to receive any payments hereunder and any assignment of any such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan Loans (including the Note notes in respect of such Term LoanLoans) are registered obligations and the right, title, and interest of Lender and its assignees in and to such Term Loan Loans shall be transferable only upon notation of such transfer in the Register, pursuant to Borrower’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations).

Benefit of Agreement; Assignment. The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights under this Loan Agreement without the prior written consent of Lender, and any prohibited assignment shall be void. Borrower hereby consents to Lender’s 's sale, assignment, transfer or other disposition, at any time and from time to time hereafter, of this Loan Agreement, or the Other Agreements, or of any portion thereof, including without limitation Lender’s 's rights, titles, interests, remedies, powers and/or duties; provided, however, that Lender shall reasonably believe that any potential transferee, assignee, purchaser or other beneficiary of the disposition of the Loan Agreement or the Other Agreements, or to any portion thereof, has the financial wherewithal and ability to fully perform pursuant to the terms of the Loan Agreement and/or the Other Agreements. Borrower shall establish and maintain a record of ownership (the “"Register”") in which it agrees to register by book entry Lender’s 's and each initial and subsequent assignee’s 's interest in the Term each Loan, and in the right to receive any payments hereunder and any assignment of any such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan Loans (including the Note notes in respect of such Term LoanLoans) are registered obligations and the right, title, and interest of Lender and its assignees in and to such Term Loan Loans shall be transferable only upon notation of such transfer in the Register, pursuant to Borrower’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is Loans are at all times maintained in “"registered form” " within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations).

Benefit of Agreement; Assignment. The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries assigns and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights or obligations under this Loan Agreement without the Lender’s prior written consent of Lenderconsent, and any prohibited assignment shall be void. Borrower hereby consents to Lender’s sale, assignment, pledge, transfer or other disposition, at any time and from time to time hereafter, of this Loan Agreement, or the Other Agreements, or of any portion thereof, including without limitation Lender’s rights, titles, interests, remedies, powers and/or duties. Borrower hereby acknowledges that Lender and its Affiliates may securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to Lender or its Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans to their controlled Affiliates, which loans to Lender or its Affiliates or direct or indirect interests will be rated by Xxxxx’x, S&P or one or more other rating agencies. Borrower shall, to the extent commercially reasonable, cooperate with Lender and its Affiliates to effect any and all Securitizations. Notwithstanding the foregoing, no such Securitization shall release Lender from any of its obligations hereunder or substitute any pledgee, secured party or any other party to such Securitization for Lender as a party hereto. Borrower shall establish and maintain a record of ownership (the “Register”) in which it agrees to register by book entry Lender’s and each initial and subsequent assignee’s interest in the Term each Loan, and in the right to receive any payments hereunder and any assignment of any such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan Loans (including the Note notes in respect of such Term LoanLoans) are registered obligations and the right, title, and interest of Lender and its assignees in and to such Term Loan Loans shall be transferable upon notation of such transfer in the Register, pursuant to Borrower’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations).

Benefit of Agreement; Assignment. The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights under this Loan Agreement without the prior written consent of Lender, and any prohibited assignment shall be void. Borrower hereby consents to Lender’s sale, assignment, transfer or other disposition, at any time and from time to time hereafter, of this Loan Agreement, or the Other Agreements, or of any portion thereof, including without limitation Lender’s rights, titles, interests, remedies, powers and/or duties, provided that Lender shall give Borrower three (3) Business Days’ prior notice of any such assignment. Borrower shall establish and maintain a record of ownership (the “Register”) in which it agrees to register by book entry Lender’s and each initial and subsequent assignee’s interest in the Term each Loan, and in the right to receive any payments hereunder and any assignment of any such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan Loans (including the Note notes in respect of such Term LoanLoans) are registered obligations and the right, title, and interest of Lender and its assignees in and to such Term Loan Loans shall be transferable upon notation of such transfer in the Register, pursuant to Borrower’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations). If any initial or subsequent assignee (each a “Transferee”) is organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia (a “Non-U.S. Lender”), such Non-U.S. Lender shall deliver to Borrower a United States Internal Revenue Service Form W-8, or any subsequent versions thereof or successors thereto (and, if applicable, a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Internal Revenue Code, is not a ten (10%) percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Borrower and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code)), properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from U.S. Federal withholding tax on payments by Borrower hereunder. Such forms shall be delivered by any Transferee that is a Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of a Transferee that is a participant, on or before the date such participant becomes a Transferee hereunder) and on or before the date, if any, such Non-U.S. Lender changes its applicable lending office by designating a different lending office that is outside the United States (a “New Lending Office”). In addition, a Non-U.S. Lender shall upon written notice from Borrower promptly deliver such new forms as are required by the Internal Revenue Code or the regulations issued thereunder to claim exemption from, or reduction in the rate of (to the extent not exempted completely pursuant to a change in applicable laws or regulation after the date of such assignment), U.S. Federal withholding tax upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Notwithstanding any other provision of this section, a Non-U.S. Lender shall not be required to deliver any form pursuant to this section that such Non U.S. Lender is not legally able to deliver. Borrower shall not be required to indemnify any Non-U.S. Lender or to pay any additional amounts to any Non-U.S. Lender, in respect of United States Federal withholding tax pursuant to Section 2.6 to the extent that (i) the obligation to withhold amounts with respect to United States Federal withholding tax was applicable on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a Transferee that is a participant, on the date such participant became a Transferee hereunder) or, with respect to payments to a New Lending Office, the date such Non-U.S. Lender designated such New Lending Office with respect to a Loan; provided, that, this provision shall not apply to the extent the indemnity payment or additional amounts any Transferee, acting through a New Lending Office, would be entitled to receive (without regard to this paragraph) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Transferee making the designation of such New Lending Office, would have been entitled to receive in the absence of such assignment, participation, transfer or designation or (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Lender to deliver to Borrower the forms specified above.

Benefit of Agreement; Assignment. The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights under this Loan Agreement without the prior written consent of Lender, and any prohibited assignment shall be void. Borrower hereby consents to Lender’s 's sale, assignment, transfer or other disposition, at any time and from time to time hereafter, of this Loan Agreement, or the Other Agreements, or of any portion thereof, including without limitation Lender’s 's rights, titles, interests, remedies, powers and/or duties. Borrower shall establish and maintain a record of ownership (the “Register”"REGISTER") in which it agrees to register by book entry Lender’s 's and each initial and subsequent assignee’s 's interest in the Term each Loan, and in the right to receive any payments hereunder and any assignment of any such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan Loans (including the Note notes in respect of such Term LoanLoans) are registered obligations and the right, title, and interest of Lender and its assignees in and to such Term Loan Loans shall be transferable upon notation of such transfer in the Register, pursuant to Borrower’s 's obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is Loans are at all times maintained in “"registered form” " within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations).

Benefit of Agreement; Assignment. The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights under this Loan Agreement without the prior written consent of LenderLender and Lender may not, unless an Event of Default has occurred and is continuing, assign or transfer any of its rights under this Loan Agreement to any Person other than an Eligible Assignee without the prior written consent of Borrower (which consent may not be unreasonably withheld), and any prohibited assignment shall be void. Notwithstanding anything herein to the contrary, Borrower hereby consents to Lender’s sale, assignment, transfer or other disposition, at any time and from time to time hereafter, disposition of this Loan Agreement, the Warrants or the Other Agreements, or of any portion thereof, including without limitation Lender’s rights, titles, interests, remedies, powers and/or dutiesduties to any Eligible Assignee at any time and from time to time hereafter and to any Person upon the occurrence and during the continuance of an Event of Default (provided that, in the case of the Warrant or any of Lender’s rights, titles, interests, remedies, powers and/or duties thereunder, Lender complies with any additional transfer restrictions contained in the Warrant or the Stockholder Agreements). Borrower shall establish and maintain a record of ownership (the “Register”) in which it agrees to register by book entry Lender’s and each initial and subsequent assignee’s interest in the Term each Loan, and in the right to receive any payments hereunder and any assignment of any such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan Loans (including the Note notes in respect of such Term LoanLoans) are registered obligations and the right, title, and interest of Lender and its assignees in and to such Term Loan Loans shall be transferable only upon notation of such transfer in the Register, pursuant to Borrower’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations).

Benefit of Agreement; Assignment. The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights under this Loan Agreement or any of the Other Agreements without the prior written consent of Lender, and any prohibited assignment shall be void. Borrower hereby consents to Lender’s sale, assignment, transfer or other disposition, at any time and from time to time hereafter, of this Loan Agreement, or the Other Agreements, or of any portion thereof, including without limitation Lender’s rights, titles, interests, remedies, powers and/or duties, provided that Lender shall not assign this Loan Agreement or the Other Agreements to any party known by Lender to be an actual, current competitor of Borrower. Borrower shall establish and maintain a record of ownership (the “Register”) in which it agrees to register by book entry Lender’s and each initial and subsequent assignee’s interest in the Term each Loan, and in the right to receive any payments hereunder and any assignment of any such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan Loans (including the Note notes in respect of such Term LoanLoans) are registered obligations and the right, title, and interest of Lender and its assignees in and to such Term Loan Loans shall be transferable upon notation of such transfer in the Register, pursuant to Borrower’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations).

Benefit of Agreement; Assignment. The provisions of this Loan (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successorspermitted successors and assigns and in particular any holder from time to time of any Note. Subject to clause (b) of this Section 10.7 and the following proviso, assigns, heirs, beneficiaries and representatives no party hereto may assign any or all of Borrower and Lenderits rights or obligations hereunder without the consent of the other parties hereto; provided, provided however, that Borrower Trust Obligee may not transfer or assign any or all of its rights or obligations hereunder to a successor obligee appointed in accordance with the Trust Agreement, and each Lender and Owner Participant may at any time grant participations in or sell, assign, negotiate or otherwise transfer to any Permitted Assignee, any of its rights or obligations hereunder or under this Loan Agreement without any other Operative Document provided that each such Permitted Assignee shall expressly acknowledge and consent to the prior written consent of Lender, and any prohibited assignment Corporate Obligee Option. Obligees shall be void. Borrower hereby consents to Lender’s sale, assignment, transfer or other disposition, at any time and from time to time hereafterat the request of any Lender, execute and deliver to each Lender such documents as such Lender may deem reasonably necessary or desirable to give full force and effect to any such sale, assignment or transfer. If any Lender sells, assigns, negotiates or otherwise transfers all or a part of this Loan Agreementits rights and obligations hereunder, or the Other Agreementsall or a part of any Loan, or all or a part of any portion thereofNote outstanding at the time, including without limitation to any Permitted Assignee, any reference to “Lender’s rights, titles, interests, remedies, powers and/or duties. Borrower shall establish and maintain a record of ownership (the ” or “Register”) in which it agrees to register by book entry Lender’s and each initial and subsequent assignee’s interest in the Term Loan, and in the right to receive any payments hereunder Lenders” and any assignment of reference to “Owner Participant” in any Operative Document shall thereafter refer to such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan (including the Note in respect of such Term Loan) are registered obligations and the right, title, and interest of Lender and its assignees in or Owner Participant and to such Term Loan other Permitted Assignee to the extent of their respective interests. Any such sale, assignment or transfer shall be transferable upon notation of such transfer evidenced by an Assignment and Acceptance Agreement substantially in the Register, pursuant form of Schedule 7 attached hereto executed by the transferring Lender and the Permitted Transferee and delivered to Borrower’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) Agent and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations)Security Trustee.

Benefit of Agreement; Assignment. The provisions of this Loan (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successorspermitted successors and assigns and in particular any holder from time to time of any Note. Subject to clause (b) of this Section 10.7 and the following proviso, assigns, heirs, beneficiaries and representatives no party hereto may assign any or all of Borrower and Lenderits rights or obligations hereunder without the consent of the other parties hereto; provided, provided however, that Borrower Trust Obligee may not transfer or assign any or all of its rights or obligations hereunder to a successor obligee appointed in accordance with the Trust Agreement, and each Lender and Owner Participant may at any time grant participations in or sell, assign, negotiate or otherwise transfer to any Permitted Assignee, any of its rights or obligations hereunder or under this Loan Agreement without any other Operative Document provided that each such Permitted Assignee shall expressly acknowledge and consent to the prior written consent of Lender, and any prohibited assignment Corporate Obligee Option. Obligees shall be void. Borrower hereby consents to Lender’s sale, assignment, transfer or other disposition, at any time and from time to time hereafterat the request of any Lender, execute and deliver to each Lender such documents as such Lender may deem reasonably necessary or desirable to give full force and effect to any such sale, assignment or transfer. If any Lender sells, assigns, negotiates or otherwise transfers all or a part of this Loan Agreementits rights and obligations hereunder, or the Other Agreementsall or a part of any Loan, or all or a part of any portion thereofNote outstanding at the time, including without limitation to any Permitted Assignee, any reference to “Lender’s rights, titles, interests, remedies, powers and/or duties. Borrower shall establish and maintain a record of ownership (the ” or “Register”) in which it agrees to register by book entry Lender’s and each initial and subsequent assignee’s interest in the Term Loan, and in the right to receive any payments hereunder Lenders” and any assignment of reference to “Owner Participant” in any Operative Document shall thereafter refer to such interest. Notwithstanding anything to the contrary contained in this Loan Agreement, the Term Loan (including the Note in respect of such Term Loan) are registered obligations and the right, title, and interest of Lender and its assignees in or Owner Participant and to such Term Loan other Permitted Assignee to the extent of their respective interests. Any such sale, assignment or transfer shall be transferable upon notation evidenced by an Assignment and Acceptance Agreement substantially in the form of such Schedule 5 attached hereto executed by the transferring Lender and the Permitted Transferee and delivered to Agent and Security Trustee. Corporate Obligee shall have the right at any time at its sole expense, to sell, assign or transfer in whole or in part such right, title and interest to a transferee satisfying the Register, pursuant to Borrower’s obligation above. In no event is any note to be considered conditions set forth below (a bearer instrument or bearer obligation. This Section shall be construed so that the Term Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2Permitted Transferee”) and 881(c)(2) of provided that such sale, assignment or transfer satisfies the Internal Revenue Code and any related regulations (or any successor provisions of the Code or such regulations).following conditions: