Common use of Assignment of Management Agreement Clause in Contracts

Assignment of Management Agreement. As additional collateral security for the Loan, Borrower hereby conditionally transfers, sets over and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement, said transfer and assignment to automatically become a present, unconditional assignment, at Lender’s option, in the event of a default by Borrower under the Note, the Security Instrument or any of the Other Security Documents, including but not limited to escrow agreements, and the failure of Borrower to cure such default within any applicable grace period. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument succeeds to the interest of Borrower as the owner of the Property by reason of any foreclosure, or by any other manner (a “Succession”), it is agreed that, AT THE OPTION OF LENDER OR SUCH OTHER PURCHASER, which option shall be exercisable by written notice to Agent prior to or upon the effective date of such Succession, Agent shall be bound to Lender or such other purchaser and upon exercise of such option Lender and such other purchaser shall be bound to Agent under the terms, covenants and conditions of the Management Agreement as provided herein for the remaining balance of the term thereof, with the same force and effect as if Lender or such other purchaser were the owner and landlord of the Property under such Management Agreement, and Agent does hereby agree to attorn to Lender or such other purchaser as the owner and landlord of the Property, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser’s succeeding to the interest of Borrower under the Management Agreement. Upon any Succession, the liability of Lender (or any other party taking under a Succession) shall be limited to its interest in the Property.

Assignment of Management Agreement. As additional collateral security for the Mortgage Loan, Borrower hereby conditionally transfersassigns and transfers to Lender, sets over and assigns hereby grants to Lender a security interest in, all of Borrower’s 's right, title title, and interest in in, and to benefits under, the Management Agreement and any and all replacements, extensions, and renewals of the Management Agreement, said transfer upon the following terms and assignment conditions: (a) Borrower represents and warrants that the Management Agreement was duly executed and is validly existing and enforceable in accordance with its terms (except to automatically become a presentthe extent that enforcement thereof may be limited by the effect of bankruptcy, unconditional assignmentreceivership, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors generally) and that Borrower's interest in the Management Agreement is not subject to any defense, claim, setoff, lien, or encumbrance. (b) Neither this Collateral Assignment nor any action or inaction on the part of Lender shall constitute an assumption on the part of Lender of any obligations under the Management Agreement, and Borrower shall continue to be liable for all obligations under the Management Agreement. (c) Borrower shall punctually to perform all of its obligations under the Management Agreement. (d) Borrower shall hold Lender and Lender's stockholders, directors, officers, agents, and employees harmless from and against any loss, cost (including, without limitation, fees and disbursements of legal counsel), or other expenses, damages, or liability arising from the Management Agreement or Borrower's performance under the Management Agreement. (e) Lender shall have the right at Lender’s optionany time (but shall have no obligation) to take, in its name or in the event name of a Borrower or otherwise, such action as Lender may at any time or times determine to be necessary to cure any default by Borrower under the Note, the Security Instrument or any of the Other Security Documents, including but not limited to escrow agreements, Management Agreement. (f) Borrower represents and the failure of Borrower to cure such default within any applicable grace period. In the event Lender or any other purchaser at a foreclosure sale or sale under private power contained in the Security Instrument succeeds to the interest of Borrower as the owner of the Property by reason of any foreclosure, or by any other manner (a “Succession”), it is agreed that, AT THE OPTION OF LENDER OR SUCH OTHER PURCHASER, which option shall be exercisable by written notice to Agent warrants that there has been no prior to or upon the effective date of such Succession, Agent shall be bound to Lender or such other purchaser and upon exercise of such option Lender and such other purchaser shall be bound to Agent under the terms, covenants and conditions assignment of the Management Agreement as provided herein for the remaining balance of the term thereof, with the same force and effect as if Lender or such other purchaser were the owner and landlord of the Property under such Management Agreement, and Agent does hereby agree to attorn to Lender or such other purchaser as the owner and landlord of the Property, such attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties to this Agreement, immediately upon Lender or such other purchaser’s succeeding to the interest of Borrower under the Management Agreement. Upon any Succession, the liability of Lender (or any other party taking under a Succession) shall be limited to its interest in the Property.