Common use of Lender’s Assignment Clause in Contracts

Lender’s Assignment. Lender, may at any time, with notice to Customer, freely grant a security interest in, sell, assign, participate or otherwise transfer (an “Assignment”) all or any part of its interest in this Agreement and the other Loan Documents (including all associated rights associated with or secured thereby and the related international interests) or 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 successors and assigns, an “Assignee”). Customer hereby waives any right to assert, and agrees not to assert, against any Assignee any abatement, reduction, defense, setoff, recoupment, claim or counterclaim that Customer may have against Lender. 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 the Loan Documents, including any of the same constituting associated rights or proceeds directly to the Assignee or any other party designated in writing by Lender or such Assignee. 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 any related remedies. Upon the request of Lender or any Assignee, Customer shall (a) promptly execute and deliver, and cause to be executed and delivered by any Transaction Party, to Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the requesting 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 such 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 International Registry reasonably requested by Lender or Assignee (and give or obtain any necessary consent thereto, as well as renew any authorization required by the International Registry in connection therewith, including renewing its transacting user entity status and re-designating a professional user entity, if necessary in Lender’s judgment), and (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 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. Lender, may at any time, with or without notice to Customer, freely grant a security interest in, sell, assign, participate assign or otherwise transfer (an “Assignment”) all or any part of its interest in this Agreement and the other Loan Documents (including all associated rights associated with or secured thereby and the related international interests) or 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 successors and assigns, an “Assignee”). Customer hereby waives any right to assert, and agrees not to assert, against any Assignee any abatement, reduction, defense, setoff, recoupment, claim or counterclaim that Customer may have against Lender. Upon the express 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 the Loan Documents, including any of the same constituting associated rights or proceeds Documents directly to the Assignee or any other party designated in writing by Lender or such AssigneeLender. 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 any related remedies. Upon the request of Lender or any Assignee, Customer shall also agrees (a) to promptly execute and deliver, and cause to be executed and delivered by any Transaction Party, deliver to Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the requesting party, an insurance certificate naming Assignee as additional insured and loss payee and otherwise evidencing the Required Coverages, an IDERA in favor of Assignee, insurance coverages required hereby and such other documents and assurances reasonably requested by Lender or Assignee, and (b) make, or cause to be made, all registrations (including all assignments and subordinations) and all amendments, extensions and discharges comply with the International Registry reasonably requested by Lender or Assignee (and give or obtain any necessary consent thereto, as well as renew any authorization required by the International Registry in connection therewith, including renewing its transacting user entity status and re-designating a professional user entity, if necessary in Lender’s judgment), and (c) comply with any and all other reasonable requirements of any such Assignee in connection with any order to perfect such Assignment. Upon receipt of LenderAssignee’s notice of an Assignment, Customer may, within ten (10) Business Days after receipt of such notice, elect to refinance security interest and lien on the 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)Collateral.

Lender’s Assignment. Lender, may at any time, with notice to Customer, freely grant a security interest in, sell, assign, participate assign or otherwise transfer (an “Assignment”) all or any part of its interest in this Agreement and the other Loan Documents (including all associated rights associated with or secured thereby and the related international interests) or 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 successors and assigns, 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, against any Assignee any abatement, reduction, defense, setoff, recoupment, claim or counterclaim that Customer may have against Lender. Upon the express 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 the Loan Documents, including any of the same constituting associated rights or proceeds Documents directly to the Assignee or any other party designated in writing by Lender or such AssigneeLender. 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 any related remedies. Upon the request of Lender or any Assignee, Customer shall also agrees (a) to promptly execute and deliver, and cause to be executed and delivered by any Transaction Party, deliver to Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the requesting party, an insurance certificate naming Assignee as additional insured and loss payee and otherwise evidencing the Required Coverages, an IDERA in favor of Assignee, insurance coverages required hereby and such other documents and assurances reasonably requested by Lender or Assignee, and (b) make, or cause to be made, all registrations (including all assignments and subordinations) and all amendments, extensions and discharges comply with the International Registry reasonably requested by Lender or Assignee (and give or obtain any necessary consent thereto, as well as renew any authorization required by the International Registry in connection therewith, including renewing its transacting user entity status and re-designating a professional user entity, if necessary in Lender’s judgment), and (c) comply with any and all other reasonable requirements of any such Assignee in connection with any order to perfect such Assignment. Upon receipt of LenderAssignee’s notice of an Assignment, Customer may, within ten (10) Business Days after receipt of such notice, elect to refinance security interest and lien on the 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)Collateral.

Lender’s Assignment. Lender, may at any time, with or without notice to Customer, freely grant a security interest in, sell, assign, participate or otherwise transfer (an “Assignment”) all or any part of its interest in this Agreement and the other Loan Documents (including all associated rights associated with or secured thereby and the related international interests) or 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 successors and assigns, 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, against any Assignee any abatement, reduction, defense, setoff, recoupment, claim or counterclaim that Customer may have against Lender, 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 the Loan Documents, including any of the same constituting associated rights or proceeds directly to the Assignee or any other party designated in writing by Lender or such Assignee. 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 any related remedies. Upon the request of Lender or any Assignee, Customer shall also agrees (a) to promptly execute and deliver, 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 requesting 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 such 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 International Registry reasonably requested by Lender or Assignee (and give or obtain any necessary consent thereto, as well as renew any authorization required by the International Registry in connection therewith, including renewing its transacting user entity status and re-designating a professional user entity, if necessary in Lender’s judgment), and (c) to 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 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).