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 (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 Schedule 7 attached hereto executed by the transferring Lender and the Permitted Transferee and delivered to Agent and Security Trustee. (b) If at any time, any Lender or Owner Participant sells, assigns, negotiates or otherwise transfers all or any of its rights and/or obligations hereunder and at the time of such assignment or transfer: (i) Obligor is or will become obliged (but for this Section 10.7) to make a payment to such assignee or transferee under Sections 5.5.7 or 8.5 for any amount in excess of the amount for which Obligor would have been obliged to make payment thereunder had such assignment or transfer not have taken place; or (ii) the relevant assignee or transferee knows or ought reasonably to have known that Obligor is or will become obliged (but for this Section 10.7) to make payments under Sections 5.5.7 or 8.5 in excess of the amount Obligor would have been obliged to make payment thereunder had such assignment or transfer not taken place, then Obligor shall not be obligated to pay such amount in excess of the amount that Obligor would have been obligated to pay had such assignment or transfer taken place. (c) Notwithstanding any other provision in the Operative Documents, any Lender or Owner Participant may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in any Operative Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under Applicable Law. (d) 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 Registerconditions set forth below (a “Permitted Transferee”) and provided that such sale, assignment or transfer satisfies the following conditions: (i) Such sale, assignment or transfer will not be in violation of the registration requirements of the Securities Act of 1933, as amended; (ii) The Permitted Transferee shall have the requisite power and authority to enter into and carry out the transactions of Corporate Obligee contemplated hereby and by the other Operative Documents to which Corporate Obligee is a party; (iii) The Permitted Transferee shall be either (A) a bank or other financial institution with capital and surplus of at least $100,000,000 or a leasing company organized under the laws of the United States with a tangible net worth of $100,000,000 as determined in accordance with GAAP, or (B) a corporation (other than a corporation in the business of selling goods of the same type as the Equipment) organized and operating under the laws of any state of the United States with a tangible net worth of at least $100,000,000 as determined in accordance with GAAP, or (C) a subsidiary of any Person described in clauses (A) or (B) above, provided such Person is not in the business of selling goods of the same type as the Equipment and such Person’s obligations are guarantied by a Person of the type described in clause (A) or (B) in form and substance reasonably acceptable to the Majority Lenders, or (D) a corporation which is a member of the same consolidated group for Federal income tax purposes as Corporate Obligee, or another corporation owned and controlled by, or under common control with, Corporate Obligee, other than a Person in the business of selling goods of the same type as the Equipment, provided, that if the Permitted Transferee is a Person described in clause (D) above and not described in clause (A), (B) or (C) above, Corporate Obligee shall continue to be liable with respect to the obligations of the Permitted Transferee hereunder and under the other Operative Documents; and (iv) If Corporate Obligee proposes to transfer its interest hereunder at any time pursuant to Borrowerthis Section 10.7(d), Corporate Obligee shall give not less than ten (10) days’ notice to Obligor specifying the name and address of the proposed Permitted Transferee and specifying the facts necessary to determine compliance with this Section 10.7(d). From and after any transfer of Corporate Obligee’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This interest effected in accordance with this Section 10.7(d), such Permitted Transferee shall be construed so that deemed a “Corporate Obligee” for all purposes of this Agreement and the Term Loan is at all times maintained in “registered form” within other Operative Documents and the meaning transferring Corporate Obligee shall have no further liability under the transferred interest hereunder or thereunder, expect to the extent of Sections 163(f), 871(h)(2) and 881(c)(2) any interest herein retained or claims relating to or arising out of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or period prior to such regulationstransfer. Successive transfers may be made pursuant to this Section 10.7(d).

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 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 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 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successorssuccessors and permitted assigns and in particular any holder from time to time of any Note. Subject to the following proviso, assignsneither Lessor, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower may not assign Lessee nor any Certificate Holder or transfer any of its rights under this Loan Agreement Lender without the prior written consent of Lendereach other party hereto, and may assign any prohibited assignment shall be void. Borrower hereby consents or all of its rights or obligations hereunder or under any other Operative Document to Lender’s salewhich it is a party; provided, assignment, transfer or other disposition, however, (i) Lessor may at any time transfer or assign any or all of its rights or obligations hereunder in accordance with the provisions of Section 7 of the Trust Agreement; (ii) Any Lender or Certificate Holder may transfer, assign or grant participations in its rights in the Operative Documents; provided, however, such Lender shall remain a "Lender" or Certificate Holder a "Certificate Holder" for all purposes hereunder (and from time may not transfer or assign all or any portion of its Commitments hereunder except as provided in clause (iii) below) and the transferee, assignee or participant, as the case may be, shall not constitute a "Lender" or a "Certificate Holder" hereunder and, provided further, that no Lender or Certificate Holder shall transfer or grant any participation under which the participant shall have rights to time hereafter, approve any amendment to or waiver of this Agreement or any other Operative Document except to the extent such amendment or waiver would (A) extend the final scheduled maturity of any Loan Agreementor due date of any repayment of Equity Contribution which such participant is participating, or reduce the Other Agreementsrate or extend the time of payment of interest, Equity Return or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any portion Loan Default or Loan Event of Default or of a mandatory reduction in the total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), including without limitation Lender’s rights, titles, interests, remedies, powers and/or duties. Borrower shall establish (B) consent to the assignment or transfer by Lessor or Lessee of any of its rights and maintain a record obligations under the Operative Documents or (C) release all or substantially all of ownership the Collateral under all of the Security Documents (except as expressly provided in the “Register”Operative Documents) securing the Loans in which it agrees to register by book entry Lender’s and each initial and subsequent assignee’s interest in such participant is participating. In the Term Loan, and in the right to receive any payments hereunder and any assignment case of any such interest. Notwithstanding anything to the contrary contained in this Loan Agreementparticipation, the Term Loan participant shall not have any rights under any Operative Documents (including the Note participant's rights against such Lender or Certificate Holder in respect of such Term Loanparticipation to be those set forth in the agreement executed by such Lender or Certificate Holder in favor of the participant relating thereto) are registered obligations and all amounts payable by Lessor and Lessee under the right, title, and interest of Lender and its assignees in and to such Term Loan Operative Documents shall be transferable upon notation of determined as if such transfer in the Register, pursuant to Borrower’s obligation above. In no event is any note to be considered a bearer instrument Lender 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 Certificate Holder had not sold such regulations).participation;

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 (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 Registerconditions set forth below (a “Permitted Transferee”) and provided that such sale, assignment or transfer satisfies the following conditions: (i) Such sale, assignment or transfer will not be in violation of the registration requirements of the Securities Act of 1933, as amended; (ii) The Permitted Transferee shall have the requisite power and authority to enter into and carry out the transactions of Corporate Obligee contemplated hereby and by the other Operative Documents to which Corporate Obligee is a party; (iii) The Permitted Transferee shall be either (A) a bank or other financial institution with capital and surplus of at least $100,000,000 or a leasing company organized under the laws of the United States with a tangible net worth of $100,000,000 as determined in accordance with GAAP, or (B) a corporation (other than a corporation in the business of selling goods of the same type as the Equipment) organized and operating under the laws of any state of the United States with a tangible net worth of at least $100,000,000 as determined in accordance with GAAP, or (C) a subsidiary of any Person described in clauses (A) or (B) above, provided such Person is not in the business of selling goods of the same type as the Equipment and such Person’s obligations are guarantied by a Person of the type described in clause (A) or (B) in form and substance reasonably acceptable to the Majority Lenders, or (D) a corporation which is a member of the same consolidated group for Federal income tax purposes as Corporate Obligee, or another corporation owned and controlled by, or under common control with, Corporate Obligee, other than a Person in the business of selling goods of the same type as the Equipment, provided, that if the Permitted Transferee is a Person described in clause (D) above and not described in clause (A), (B) or (C) above, Corporate Obligee shall continue to be liable with respect to the obligations of the Permitted Transferee hereunder and under the other Operative Documents; and (iv) If Corporate Obligee proposes to transfer its interest hereunder at any time pursuant to Borrowerthis Section 10.7(b), Corporate Obligee shall give not less than ten (10) days’ notice to Obligor specifying the name and address of the proposed Permitted Transferee and specifying the facts necessary to determine compliance with this Section 10.7(b). From and after any transfer of Corporate Obligee’s obligation above. In no event is any note to be considered a bearer instrument or bearer obligation. This interest effected in accordance with this Section 10.7(b), such Permitted Transferee shall be construed so that deemed a “Corporate Obligee” for all purposes of this Agreement and the Term Loan is at all times maintained in “registered form” within other Operative Documents and the meaning transferring Corporate Obligee shall have no further liability under the transferred interest hereunder or thereunder, expect to the extent of Sections 163(f), 871(h)(2) and 881(c)(2) any interest herein retained or claims relating to or arising out of the Internal Revenue Code and any related regulations (or any successor provisions of the Code or period prior to such regulationstransfer. Successive transfers may be made pursuant to this Section 10.7(b).

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 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.