Common use of Lender’s Assignment Clause in Contracts

Lender’s Assignment. All rights of Lender hereunder, in the payments and in the Collateral may be assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, without notice to Borrower. No such assignee shall be obligated to perform any duty, covenant, or condition required to be performed by Lender under the terms of this Agreement unless such assignee expressly assumes such obligations. Lender shall remain liable to Borrower hereunder to perform such duty, covenant, and condition unless such assignee expressly assumes Lender’s obligations, in which event Borrower hereby releases Lender from such obligations. Such assignee shall have all rights, powers and remedies given to Lender by this Agreement, and shall be named as lender loss payee or co-insured under all policies of insurance maintained pursuant to paragraph 20 hereof. If Lender assigns this Agreement or the monies due or to become due hereunder or any other interest herein, Borrower agrees not to assert against Lender’s assignee any defense, set-off, recoupment, claim or counterclaim which Borrower may have against Lender, whether arising under this Agreement or any other transaction between Lender and Borrower. Subject to paragraph 18 hereof and this paragraph 19, this Agreement inures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors and assigns of the parties hereto.

Lender’s Assignment. All rights of Lender hereunderLender, in the payments and in the Collateral may be assignedat any time, pledged, mortgaged, transferred, with or otherwise disposed of, either in whole or in part, without notice to Borrower. No such assignee shall be obligated to perform Customer, grant a security interest in, sell, assign or otherwise transfer (an “Assignment”) all or any duty, covenant, or condition required to be performed by Lender under the terms part of its interest in this Agreement unless such assignee expressly assumes such obligations. Lender shall remain liable to Borrower hereunder to perform such duty, covenant, and condition unless such assignee expressly assumes Lender’s obligations, in which event Borrower hereby releases Lender from such obligations. Such assignee shall have all rights, powers and remedies given to Lender by this Agreement, and shall be named as lender loss payee the other Loan Documents or co-insured under all policies of insurance maintained pursuant to paragraph 20 hereof. If Lender assigns this Agreement or the monies any amount due or to become due hereunder or thereunder, and Customer shall perform all of its obligations under the Loan Documents, to the extent so transferred, for the benefit of the beneficiary of such Assignment (such beneficiary, including any other interest hereinsuccessors and assigns, Borrower an “Assignee”). Customer hereby waives any right to assert, and agrees not to assert assert, against Lender’s assignee any Assignee any abatement, reduction, defense, set-offsetoff, recoupment, claim or counterclaim which Borrower that Customer may have against Lender. Upon the express assumption by such Assignee of Lender’s obligations hereunder, whether arising Lender shall be relieved of any such assumed obligations. If so directed in writing, Customer shall pay all amounts due or to become due under this Agreement the Loan Documents directly to the Assignee or any other transaction between party designated in writing by Lender. Customer acknowledges and agrees that Lender’s right to enter into an Assignment is essential to Lender and, accordingly, waives any restrictions under Applicable Law with respect to an Assignment and Borrowerany related remedies. Subject Upon the request of Lender or any Assignee, Customer also agrees (a) to paragraph 18 hereof promptly execute and this paragraph 19, this Agreement inures deliver to Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the benefit ofrequesting party, an insurance certificate naming Assignee as additional insured and loss payee and otherwise evidencing the insurance coverages required hereby and such other documents and assurances reasonably requested by Lender or Assignee, and is binding upon, (b) to comply with the heirs, legatees, personal representatives, successors reasonable requirements of any such Assignee in order to perfect such Assignee’s security interest and assigns of lien on the parties heretoCollateral.

Lender’s Assignment. All rights of Lender hereunderLender, in the payments and in the Collateral may be assignedat any time, pledgedwith notice to Customer, mortgagedfreely grant a security interest in, transferredsell, assign, participate or otherwise disposed of, either transfer (an “Assignment”) all or any part of its interest in whole or in part, without notice to Borrower. No such assignee shall be obligated to perform any duty, covenant, or condition required to be performed by Lender under the terms of this Agreement unless such assignee expressly assumes such obligations. Lender shall remain liable to Borrower hereunder to perform such duty, covenant, and condition unless such assignee expressly assumes Lender’s obligations, in which event Borrower hereby releases Lender from such obligations. Such assignee shall have the other Loan Documents (including all rights, powers associated rights associated with or secured thereby and remedies given to Lender by this Agreement, and shall be named as lender loss payee the related international interests) or co-insured under all policies of insurance maintained pursuant to paragraph 20 hereof. If Lender assigns this Agreement or the monies any amount due or to become due hereunder or thereunder, and Customer shall perform all of its obligations under the Loan Documents, to the extent so transferred, for the benefit of the beneficiary of such Assignment (such beneficiary, including any other interest hereinsuccessors and assigns, Borrower an “Assignee”). Customer hereby waives any right to assert, and agrees not to assert assert, against Lender’s assignee any Assignee any abatement, reduction, defense, set-offsetoff, recoupment, claim or counterclaim which Borrower that Customer may have against Lender. Upon the assumption by such Assignee of Lender’s obligations hereunder, whether arising Lender shall be relieved of any such assumed obligations. Customer hereby consents to any such assignment, grant, sale or transfer, including, without limitation, for purposes of the Cape Town Convention. If so directed in writing, Customer shall pay all amounts due or to become due under this Agreement the Loan Documents, including any of the same constituting associated rights or proceeds directly to the Assignee or any other transaction between party designated in writing by Lender or such Assignee. Customer acknowledges and Borroweragrees that Lender’s right to enter into an Assignment is essential to Lender and, accordingly, waives any restrictions under Applicable Law with respect to an Assignment and any related remedies. Subject Upon the request of Lender or any Assignee, Customer shall (a) promptly execute and deliver, and cause to paragraph 18 hereof be executed and this paragraph 19delivered by any Transaction Party, this Agreement inures to Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the benefit ofrequesting party, an insurance certificate naming Assignee as additional insured and loss payee and otherwise evidencing the Required Coverages, an IDERA in favor of Assignee, and is binding uponsuch other documents and assurances reasonably requested by Lender or Assignee, (b) make, or cause to be made, all registrations (including all assignments and subordinations) and all amendments, extensions and discharges with the heirsInternational Registry reasonably requested by Lender or Assignee (and give or obtain any necessary consent thereto, legateesas well as renew any authorization required by the International Registry in connection therewith, personal representativesincluding renewing its transacting user entity status and re-designating a professional user entity, successors if necessary in Lender’s judgment), and assigns (c) comply with any and all other reasonable requirements of any such Assignee in connection with any such Assignment. Upon receipt of Lender’s notice of an Assignment, Customer may, within ten (10) Business Days after receipt of such notice, elect to refinance the parties hereto.Loan with another financial institution. If Customer so elects, such refinancing must be consummated within sixty (60) days after receipt of Lender’s notice of an Assignment. 2388218 15 (LOAN AGREEMENT)

Lender’s Assignment. All rights of Lender hereunderLender, in the payments and in the Collateral may be assignedat any time, pledgedwith notice to Customer, mortgagedgrant a security interest in, transferredsell, assign or otherwise disposed of, either transfer (an “Assignment”) all or any part of its interest in whole or in part, without notice to Borrower. No such assignee shall be obligated to perform any duty, covenant, or condition required to be performed by Lender under the terms of this Agreement unless such assignee expressly assumes such obligations. Lender shall remain liable to Borrower hereunder to perform such duty, covenant, and condition unless such assignee expressly assumes Lender’s obligations, in which event Borrower hereby releases Lender from such obligations. Such assignee shall have all rights, powers and remedies given to Lender by this Agreement, and shall be named as lender loss payee the other Loan Documents or co-insured under all policies of insurance maintained pursuant to paragraph 20 hereof. If Lender assigns this Agreement or the monies any amount due or to become due hereunder or thereunder, and Customer shall perform all of its obligations under the Loan Documents, to the extent so transferred, for the benefit of the beneficiary of such Assignment (such beneficiary, including any other interest hereinsuccessors and assigns, Borrower an “Assignee”). Upon receipt of Lender’s notice of an Assignment, Customer may, within ten (10) Business Days after receipt of such notice, elect to refinance the Loans with another financial institution. If Customer so elects, such refinancing must be consummated within sixty (60) days after receipt of Lender’s notice of an Assignment. Customer hereby waives any right to assert, and agrees not to assert assert, against Lender’s assignee any Assignee any abatement, reduction, defense, set-offsetoff, recoupment, claim or counterclaim which Borrower that Customer may have against Lender. Upon the express assumption by such Assignee of Lender’s obligations hereunder, whether arising Lender shall be relieved of any such assumed obligations. If so directed in writing, Customer shall pay all amounts due or to become due under this Agreement the Loan Documents directly to the Assignee or any other transaction between party designated in writing by Lender. Customer acknowledges and agrees that Lender’s right to enter into an Assignment is essential to Lender and, accordingly, waives any restrictions under Applicable Law with respect to an Assignment and Borrowerany related remedies. Subject Upon the request of Lender or any Assignee, Customer also agrees (a) to paragraph 18 hereof promptly execute and this paragraph 19, this Agreement inures deliver to Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the benefit ofrequesting party, an insurance certificate naming Assignee as additional insured and loss payee and otherwise evidencing the insurance coverages required hereby and such other documents and assurances reasonably requested by Lender or Assignee, and is binding upon, (b) to comply with the heirs, legatees, personal representatives, successors reasonable requirements of any such Assignee in order to perfect such Assignee’s security interest and assigns of lien on the parties heretoCollateral.

Lender’s Assignment. All rights of Lender hereunderLender, in the payments and in the Collateral may be assignedat any time, pledged, mortgaged, transferred, with or otherwise disposed of, either in whole or in part, without notice to Borrower. No such assignee shall be obligated to perform Customer, freely grant a security interest in, sell, assign, participate or otherwise transfer (an “Assignment”) all or any duty, covenant, or condition required to be performed by Lender under the terms part of its interest in this Agreement unless such assignee expressly assumes such obligations. Lender shall remain liable to Borrower hereunder to perform such duty, covenant, and condition unless such assignee expressly assumes Lender’s obligations, in which event Borrower hereby releases Lender from such obligations. Such assignee shall have the other Loan Documents (including all rights, powers associated rights associated with or secured thereby and remedies given to Lender by this Agreement, and shall be named as lender loss payee the related international interests) or co-insured under all policies of insurance maintained pursuant to paragraph 20 hereof. If Lender assigns this Agreement or the monies any amount due or to become due hereunder or thereunder, and Customer shall perform all of its obligations under the Loan Documents, to the extent so transferred, for the benefit of the beneficiary of such Assignment (such beneficiary, including any other interest hereinsuccessors and assigns, Borrower an “Assignee”); provided, however, if such Assignee is not an Affiliate of Lender and if no Default or Event of Default exists, Lender will provide prior notice of any such Assignment to a third party. Customer hereby waives any right to assert, and agrees not to assert assert, against Lender’s assignee any Assignee any abatement, reduction, defense, set-offsetoff, recoupment, claim or counterclaim which Borrower that Customer may have against Lender, whether arising provided that Lender remains fully responsible therefor. Upon the assumption by such Assignee of Lender’s obligations hereunder, Lender shall be relieved of any such assumed obligations. Customer hereby consents to any such assignment, grant, sale or transfer, including, without limitation, for purposes of the Cape Town Convention. If so directed in writing, Customer shall pay all amounts due or to become due under this Agreement the Loan Documents, including any of the same constituting associated rights or proceeds directly to the Assignee or any other transaction between party designated in writing by Lender or such Assignee. Customer acknowledges and Borroweragrees that Lender’s right to enter into an Assignment is essential to Lender and, accordingly, waives any restrictions under Applicable Law with respect to an Assignment and any related remedies. Subject Upon the request of Lender or any Assignee, Customer also agrees (a) to paragraph 18 hereof promptly execute and this paragraph 19deliver, this Agreement inures and cause to be executed and delivered by any Guarantor or any other Transaction Party, to Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the benefit ofrequesting party, an insurance certificate naming Assignee as additional insured and loss payee and otherwise evidencing the Required Coverages, an IDERA in favor of Assignee, and is binding uponsuch other documents and assurances reasonably requested by Lender or Assignee, (b) to make, or cause to be made, all registrations (including all assignments and subordinations) and all amendments, extensions and discharges with the heirsInternational Registry reasonably requested by Lender or Assignee (and give or obtain any necessary consent thereto, legateesas well as renew any authorization required by the International Registry in connection therewith, personal representativesincluding renewing its transacting user entity status and re-designating a professional user entity, successors if necessary in Lender’s judgment), and assigns (c) to comply with any and all other reasonable requirements of the parties heretoany such Assignee in connection with any such Assignment.

Lender’s Assignment. All rights of Lender hereunder, in the payments and in the Collateral may be assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, without with ten (10) day advance written notice to Borrower. No such assignee shall be obligated to perform any duty, covenant, or condition required to be performed by Lender under the terms of this Agreement unless such assignee expressly assumes such obligations. Lender shall remain liable to Borrower hereunder to perform such duty, covenant, and condition unless such assignee expressly assumes Lender’s 's obligations, in which event Borrower hereby releases Lender from such obligations. Such assignee shall have all rights, powers and remedies given to Lender by this Agreement, and shall be named as lender loss payee or co-insured under all policies of insurance maintained pursuant to paragraph 20 hereof. If Lender assigns this Agreement or the monies due or to become due hereunder or any other interest herein, Borrower agrees not to assert against Lender’s 's assignee any defense, set-off, recoupment, claim or counterclaim which Borrower may have against Lender, whether arising under this Agreement or any other transaction between Lender and Borrower. Subject to paragraph 18 hereof and this paragraph 19, this Agreement inures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors and assigns of the parties hereto.

Lender’s Assignment. All rights of Lender hereunder, in the payments and in the Collateral may be assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, without prior notice to Borrower. No such assignee shall be obligated to perform any duty, covenant, or condition required to be performed by Lender under the terms of this Agreement unless such assignee expressly assumes such obligations. Lender shall remain liable to Borrower hereunder to perform such duty, covenant, and condition unless such assignee expressly assumes Lender’s 's obligations, in which event Borrower hereby releases Lender from such obligations. Such assignee shall have all rights, powers and remedies given to Lender by this Agreement, and shall shall, following written notice to Borrower of such assignment along with any supporting documentation reasonably requested by Borrower, be named as lender loss payee or co-insured under all policies of insurance maintained pursuant to paragraph 20 hereof. If Lender assigns this Agreement or the monies due or to become due hereunder or any other interest herein, Borrower agrees not to assert against Lender’s 's assignee any defense, set-off, recoupment, claim or counterclaim which Borrower may have against Lender, whether arising Lender under this Agreement or any other transaction between Lender and Borrowerrelated agreement. Subject to paragraph 18 hereof and this paragraph 19, this Agreement inures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors and assigns of the parties hereto.

Lender’s Assignment. All rights of Lender hereunder, in hereunder and under the payments Notes and in the Collateral Equipment may be assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, without notice to Borrower. No such assignee shall be obligated to perform any duty, covenant, or condition required to be performed by Lender under the terms of this Agreement unless such assignee expressly assumes such obligations. Lender shall remain liable to Borrower hereunder to perform such duty, covenant, and condition unless such assignee expressly assumes Lender’s obligations, in which event Borrower hereby releases Lender from such obligations. Such assignee shall have all rights, powers and remedies given to Lender by this Agreement, and shall be named as lender loss payee or co-insured under all policies of insurance maintained pursuant to paragraph 20 15 hereof. If Lender assigns this Agreement or the monies due or to become due hereunder or any other interest herein, Borrower agrees not to assert against Lender’s assignee any defense, set-off, recoupment, claim or counterclaim which Borrower may have against Lender, whether arising under this Agreement or any other transaction between Lender and Borrower. Subject to paragraph 18 13 hereof and this paragraph 19paragraph, this Agreement inures to the benefit of, and is binding upon, upon the heirs, legatees, personal representatives, successors and assigns of the parties hereto.