Common use of Assignment of the Sale Agreement Clause in Contracts

Assignment of the Sale Agreement. The Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, all of the Borrower’s right, title and interest in and to, but none of its obligations under, the Sale Agreement and any UCC financing statements filed under or in connection therewith. In furtherance and not in limitation of the foregoing, the Borrower hereby assigns to the Collateral Agent for the benefit of the Secured Parties its right to indemnification under each of the Sale Agreement. The Borrower confirms that the Collateral Agent, on behalf of the Secured Parties, shall have the right (but not, unless directed by the Secured Parties in accordance with the terms hereof, the obligation) to enforce the Borrower’s rights and remedies under the Sale Agreement and any UCC financing statements filed under or in connection therewith for the benefit of the Collateral Agent for the benefit of the Secured Parties. Each of the Administrative Agent, the Lenders and the Collateral Agent agrees that unless and until an Event of Default shall have occurred and be continuing and the Termination Date has been declared, the Obligations accelerated and the Collateral Agent has delivered a Notice of Exclusive Control, the Collateral Manager on behalf of the Borrower may continue to exercise its rights under the Sale Agreement.

Assignment of the Sale Agreement. The Borrower hereby collaterally assigns to the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesParties hereunder, all of the Borrower’s right, title and interest in [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 and to, but none of its obligations under, the Sale Agreement, any Third Party Sale Agreement and any UCC financing statements filed under or in connection therewiththerewith to secure the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations of the Borrower arising in connection with this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, absolute or contingent. In furtherance and not in limitation of the foregoing, the Borrower hereby collaterally assigns to the Collateral Administrative Agent for the benefit of the Secured Parties its right to indemnification under each of the Sale Agreement and any Third Party Sale Agreement. The Borrower confirms that that, following the Collateral occurrence and during the continuation of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, shall have the right (but not, unless directed by the Secured Parties in accordance with the terms hereof, the obligation) to enforce the Borrower’s rights and remedies under the Sale Agreement, any Third Party Sale Agreement and any UCC financing statements filed under or in connection therewith for the benefit of the Collateral Agent for the benefit of the Secured Parties. Each of the Administrative Agent, the Lenders and the Collateral Agent agrees that unless and until an Event of Default shall have occurred and be continuing and the Termination Date has been declared, the Obligations accelerated and the Collateral Agent has delivered a Notice of Exclusive Control, the Collateral Manager on behalf of the Borrower may continue to exercise its rights under the Sale Agreement.