Common use of Lender’s Assignment Clause in Contracts

Lender’s Assignment. Lender, may at any time, with notice to Customer, grant a security interest in, sell, assign or otherwise transfer (an “Assignment”) all or any part of its interest in this Agreement and the other Loan Documents 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. If so directed in writing, Customer shall pay all amounts due or to become due under the Loan Documents directly to the Assignee or any other 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 any related remedies. Upon the request of Lender or any Assignee, Customer also agrees (a) to promptly execute and 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 insurance coverages required hereby and such other documents and assurances reasonably requested by Lender or Assignee, and (b) to comply with the reasonable requirements of any such Assignee in order to perfect such Assignee’s security interest and lien on the Collateral.

Lender’s Assignment. Lender, may at any time, with notice to Customer, freely grant a security interest in, sell, assign 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”). 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 Documents, including any of the same constituting associated rights or proceeds directly to the Assignee or any other party designated in writing by LenderLender 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 also agrees shall (a) to promptly execute and deliver 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 insurance coverages required hereby Required Coverages, an IDERA in favor of Assignee, 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 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 the any and all other reasonable requirements of any such Assignee in order 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 perfect refinance the Loan with another financial institution. If Customer so elects, such Assigneerefinancing must be consummated within sixty (60) days after receipt of Lender’s security interest and lien on the Collateral.notice of an Assignment. 2388218 15 (LOAN AGREEMENT)

Lender’s Assignment. Lender, may at any time, with or without notice to Customer, grant a security interest in, sell, assign or otherwise transfer (an “Assignment”) all or any part of its interest in this Agreement and the other Loan Documents 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. If so directed in writing, Customer shall pay all amounts due or to become due under the Loan Documents directly to the Assignee or any other 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 any related remedies. Upon the request of Lender or any Assignee, Customer also agrees (a) to promptly execute and 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 insurance coverages required hereby and such other documents and assurances reasonably requested by Lender or Assignee, and (b) to comply with the reasonable requirements of any such Assignee in order to perfect such Assignee’s security interest and lien on the Collateral.

Lender’s Assignment. LenderAll rights of Lender hereunder, in the payments and in the Collateral may at any timebe assigned, with pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, without notice to CustomerBorrower. No such assignee shall be obligated to perform any duty, grant a security interest incovenant, sell, assign or otherwise transfer (an “Assignment”) all or any part condition required to be performed by Lender under the terms 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 or co-insured under all policies of insurance maintained pursuant to paragraph 20 hereof. If Lender assigns this Agreement or the other Loan Documents or any amount monies due or to become due hereunder or thereunderany other interest herein, 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 Borrower agrees not to assert, assert against Lender’s assignee any Assignee any abatement, reduction, defense, setoffset-off, recoupment, claim or counterclaim that Customer which Borrower 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. If so directed in writing, Customer shall pay all amounts due or to become due whether arising under the Loan Documents directly to the Assignee this Agreement or any other party designated in writing by Lendertransaction between Lender and Borrower. Customer acknowledges Subject to paragraph 18 hereof and agrees that Lender’s right to enter into an Assignment is essential to Lender andthis paragraph 19, 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 also agrees (a) to promptly execute and deliver to Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory this Agreement inures to the requesting 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 Assigneebenefit of, and (b) to comply with is binding upon, the reasonable requirements heirs, legatees, personal representatives, successors and assigns of any such Assignee in order to perfect such Assignee’s security interest and lien on the Collateralparties hereto.

Lender’s Assignment. LenderAll rights of Lender hereunder, in the payments and in the Collateral may at any timebe assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, with ten (10) day advance written notice to CustomerBorrower. No such assignee shall be obligated to perform any duty, grant a security interest incovenant, sell, assign or otherwise transfer (an “Assignment”) all or any part condition required to be performed by Lender under the terms 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 or co-insured under all policies of insurance maintained pursuant to paragraph 20 hereof. If Lender assigns this Agreement or the other Loan Documents or any amount monies due or to become due hereunder or thereunderany other interest herein, 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 Borrower agrees not to assert, assert against Lender's assignee any Assignee any abatement, reduction, defense, setoffset-off, recoupment, claim or counterclaim that Customer which Borrower 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. If so directed in writing, Customer shall pay all amounts due or to become due whether arising under the Loan Documents directly to the Assignee this Agreement or any other party designated in writing by Lendertransaction between Lender and Borrower. Customer acknowledges Subject to paragraph 18 hereof and agrees that Lender’s right to enter into an Assignment is essential to Lender andthis paragraph 19, 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 also agrees (a) to promptly execute and deliver to Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory this Agreement inures to the requesting 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 Assigneebenefit of, and (b) to comply with is binding upon, the reasonable requirements heirs, legatees, personal representatives, successors and assigns of any such Assignee in order to perfect such Assignee’s security interest and lien on the Collateralparties hereto.

Lender’s Assignment. LenderAll rights of Lender hereunder, in the payments and in the Collateral may at any timebe assigned, with pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, without prior notice to CustomerBorrower. No such assignee shall be obligated to perform any duty, grant a security interest incovenant, sell, assign or otherwise transfer (an “Assignment”) all or any part condition required to be performed by Lender under the terms 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, 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 other Loan Documents or any amount monies due or to become due hereunder or thereunderany other interest herein, 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 Borrower agrees not to assert, assert against Lender's assignee any Assignee any abatement, reduction, defense, setoffset-off, recoupment, claim or counterclaim that Customer which Borrower may have against LenderLender under this Agreement or any related agreement. Upon the express assumption by such Assignee of Lender’s obligations hereunderSubject to paragraph 18 hereof and this paragraph 19, 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 the Loan Documents directly this Agreement inures to the Assignee or any other 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 any related remedies. Upon the request of Lender or any Assignee, Customer also agrees (a) to promptly execute and 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 insurance coverages required hereby and such other documents and assurances reasonably requested by Lender or Assigneebenefit of, and (b) to comply with is binding upon, the reasonable requirements heirs, legatees, personal representatives, successors and assigns of any such Assignee in order to perfect such Assignee’s security interest and lien on the Collateralparties hereto.

Lender’s Assignment. LenderAll rights of Lender hereunder and under the Notes and in the Equipment may be assigned, may at any timepledged, with mortgaged, transferred, or otherwise disposed of, either in whole or in part, without notice to CustomerBorrower. No such assignee shall be obligated to perform any duty, grant a security interest incovenant, sell, assign or otherwise transfer (an “Assignment”) all or any part condition required to be performed by Lender under the terms 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 or co-insured under all policies of insurance maintained pursuant to paragraph 15 hereof. If Lender assigns this Agreement or the other Loan Documents or any amount monies due or to become due hereunder or thereunderany other interest herein, 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 Borrower agrees not to assert, assert against Lender’s assignee any Assignee any abatement, reduction, defense, setoffset-off, recoupment, claim or counterclaim that Customer which Borrower 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. If so directed in writing, Customer shall pay all amounts due or to become due whether arising under the Loan Documents directly to the Assignee this Agreement or any other party designated in writing by Lendertransaction between Lender and Borrower. Customer acknowledges Subject to paragraph 13 hereof and agrees that Lender’s right to enter into an Assignment is essential to Lender andthis paragraph, 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 also agrees (a) to promptly execute and deliver to Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory this Agreement inures to the requesting 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 Assigneebenefit of, and (b) to comply with is binding upon the reasonable requirements heirs, personal representatives, successors and assigns of any such Assignee in order to perfect such Assignee’s security interest and lien on the Collateralparties hereto.

Lender’s Assignment. Lender, may at any time, with or without notice to Customer, freely grant a security interest in, sell, assign 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”). Upon receipt ; provided, however, if such Assignee is not an Affiliate of Lender’s Lender and if no Default or Event of Default exists, Lender will provide prior notice of an Assignment, Customer may, within ten (10) Business Days after receipt of any such notice, elect Assignment 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 Assignmenta 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 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 Documents, including any of the same constituting associated rights or proceeds directly to the Assignee or any other party designated in writing by LenderLender 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 also agrees (a) to promptly execute and deliver 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 insurance coverages required hereby Required Coverages, an IDERA in favor of Assignee, and such other documents and assurances reasonably requested by Lender or Assignee, and (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 the any and all other reasonable requirements of any such Assignee in order to perfect connection with any such Assignee’s security interest and lien on the CollateralAssignment.