Agreement Not Assignable. This Agreement and the Restricted Stock Units awarded hereunder are not transferable or assignable by the Grantee; provided that no provision herein shall prevent the distribution of shares to the Grantee’s estate or designated beneficiary as provided in Section 2.

Interest Not Assignable. It is a condition of this Plan, and all rights of each Participant shall be subject thereto, that no right or interest of any Participant under this Plan or in his or her credited Deferrals shall be assignable or transferable in whole or in part, either directly or by operation of law or otherwise, including without limitation, execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner, subject, however, to applicable law, but excluding devolution by death or mental incompetency, and no right or interest of any Participant under this Plan or in his or her credited Deferrals shall be liable for or subject to any obligation or liability of such Participant, subject, however, to applicable law.

Assignable Material Contracts. Use commercially reasonable efforts to ensure that any Material Contract entered into after the Closing Date by any Loan Party that generates or, by its terms, will generate revenue, permits the collateral assignment of such agreement (and all rights of such Loan Party, as applicable, thereunder) to such Loan Party’s lenders or an agent for any lenders (and any transferees of such lenders or such agent, as applicable).

■Benefits Non-Assignable

Non-assignable Assumed Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser of any Assumed Contracts would constitute a breach or default thereunder or require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement, and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, the Closing shall occur notwithstanding the foregoing or anything herein to the contrary without any adjustment to the Purchase Price on account thereof. In such event, following the Closing, [[Organization A:Organization]] and Purchaser shall use commercially reasonable efforts, and shall reasonably cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release to assign and novate all liabilities and obligations under any and such Assumed Contracts or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, the Purchaser shall receive the benefit of such Assumed Contracts and Purchaser shall be solely responsible and have the burden of all liabilities and obligations of such Assumed Contracts from and after the Closing Date; provided, however, that neither [[Organization A:Organization]] nor Purchaser shall be required to pay any material consideration therefor. Pending receipt of any such consent, authorization, approval or waiver, or release, Purchaser shall assume sole responsibility for the performance of all obligations under each of the Assumed Contracts unless and until the countervailing party takes any material action to prevent Purchaser from receiving the benefit of any such Assumed Contracts.

Contract Non-Assignable by Grantee. The parties acknowledge that this Agreement has been entered into due to, among other things, the special skills and knowledge of Grantee, and agree that this Agreement may not be assigned or transferred by Grantee.

Binding Effect; Benefits; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns, heirs and legal representatives. This Agreement shall not be assignable by the Employee.

This Agreement is not transferable or assignable.

If applicable, amounts not vested at the time payments due under this Section cease will be:

Not Material. If the damage to the Properties does not result in a Material Loss, then neither ​ nor ​ shall have the right to terminate this Agreement, and ​ shall, at its option, either # fully repair the damage before the Closing in a manner reasonably satisfactory to ​, or # credit ​ at Closing for the reasonable cost to complete the repair (in which case ​ shall retain all insurance proceeds and ​ shall assume full responsibility for all needed repairs).

Not U.S. person. The Option Holder is not a “U.S. person” (as such term is defined in Regulation S of the Securities Act) and is not acquiring the Option and/or purchasing the Purchase Shares for the account or benefit of any “U.S. person”.

The services to be performed by the Consultant pursuant hereto are personal in character, and neither this Agreement nor any rights or benefits arising thereunder are assignable by the Consultant without the previous written consent of the Company.

No Assignment. This Guaranty is not assignable by Guarantor.

Benefits. Each of the Company and its Subsidiaries will benefit from the financing arrangement established by this Agreement. The Administrative Agent and the Lenders have stated and acknowledge that, but for the agreement by each of the Subsidiary Guarantors to execute and deliver the Subsidiary Guaranty, the Subsidiary Borrower to assume joint and several liability for the Obligations to the extent provided in Section 1.4 or any other Subsidiary to execute and deliver any Loan Document to which it is a party, the Administrative Agent and the Lenders would not have made available the credit facilities established hereby on the terms set forth herein.

Benefits. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities # provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and # as additionally provided herein with respect to the L/C Issuer.

Benefits. During the Employment Period, Executive # shall be eligible to participate in all of the Company’s standard employee benefit programs for which executive employees of the Company are generally eligible, including life and health insurance benefits, dental, group accident, (collectively, the “Benefits”) as well as 401(k) and Flex 125, after meeting all requirements for participation (including any requirements regarding length of employment); and # shall be eligible for four weeks paid vacation annually (“Vacation”) (which vacation benefits shall accrue and shall otherwise be in accordance with the Company’s policy for employee vacation time).

Benefits. Until such time as the Company has a healthcare plan in place for employees, the Company shall reimburse Employee up to $1,000 per month for medical insurance. In addition, the Company shall provide a $1,000 per month car allowance.