Assignment; Security Interest. (a) The Company hereby assigns, transfers and conveys to the Reinsurer, effective as of the Effective Time, all of the Company’s right, title and interest (legal, equitable or otherwise), if any, to payments (i) under the Reinsured Policies of principal and interest paid on policy loans and (ii) of the Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies. The Reinsurer and the Company hereby agree that, in connection with any termination of this Agreement, all of the Reinsurer’s right, title and interest (legal, equitable or otherwise) in and to the items set forth in (i) and (ii) above shall be immediately assigned, transferred and conveyed to the Company without any further action by the Parties. Each Party, as reasonably requested by the other from time to time, shall take all reasonably appropriate actions and execute any reasonably necessary and appropriate additional documents, instruments or conveyances of any kind which may be reasonably necessary to carry out the provisions of this Section 2.9(a).
Assignment; Security Interest. As additional security for Borrower’s obligations under the Loan Documents and all other obligations of Borrower to Lender which are secured by the Deed of Trust, Borrower hereby assigns, conveys and transfers to Lender, and grants to Lender a first priority security interest in, all of Borrower’s right, title, and interest in, to and under the Purchase Agreement, including, without limitation, all amounts from time to time due to Borrower under the Purchase Agreement pursuant to the terms thereof and all claims, demands, and other rights of Borrower with respect to the Purchase Agreement and documents associated with the Purchase Agreement, excluding any Incentive Development Fee or Incentive Management Fee (each hereinafter defined) which will no longer be payable under certain circumstances as provided in Section 2.(b) below. It is expressly understood and agreed by Borrower and Equity Provider that Lender does not hereby assume any of Borrower’s obligations or duties concerning the Purchase Agreement, unless and until Lender notifies Equity Provider in writing that Lender is exercising its rights pursuant to Section 2 hereof, in which case Lender’s rights and obligations shall be subject to the terms and provisions of the Purchase Agreement as modified by the applicable terms of this Agreement. Equity Provider acknowledges such assignment and agrees that such assignment is permitted under the Purchase Agreement and shall notconstitute a default under or otherwise permit Equity Provider to terminate the Purchase Agreement. Notwithstanding any provision of this Agreement to the contrary, Lender agrees that, although Lender has a security interest in all of Borrower’s rights under the Purchase Agreement, Lender’s rights and remedies with respect to the Purchase Agreement shall be exercised pursuant hereto. As additional securityfor Equity Provider’s obligations under this Agreement, Equity Provider hereby (a) assigns, conveys and transfers to Lender, and grants to Lender a security interest in and to the capital contributions of the partners of Equity Provider that are the subject of paragraph 3 of the Partners’ Undertaking referred to in Section 7.(g) below, and (b) agrees that such capital contributions shall be made directly to Lender.
Assignment; Security Interest. To secure the payment of the Secured Indebtedness Borrower hereby collaterally assigns to Lender (including Equitas, L.P., as agent for the benefit of Lender) and grants to Lender (including Equitas, L.P., as agent for the benefit of Lender) a security interest in all of Borrower's presently existing and hereafter arising contract rights arising from, or related or incidental to, management and services agreements (and all amendments and modifications thereof) which Borrower enters into with various architectural and engineering firms (each, an "Obligor," and collectively, the "Obligors"), including without limitation, those certain management and services agreements identified on Exhibit A attached hereto and incorporated by reference (collectively, the "Contracts"), copies of which are also attached hereto, together with all renewals, modifications, amendments and extensions thereof, and all existing and hereafter arising accounts and/or rights to receive payments associated therewith, rights to any claims and/or damages with respect thereto, and any and all proceeds from any of the foregoing (collectively the "Contract Rights").
Assignment; Security Interest. (a) Seller hereby sells, transfers, assigns and sets over each Undivided Interest from time to time purchased hereunder to Purchaser. The parties hereto intend that this Agreement constitutes the absolute sale and assignment of the Undivided Interests to Purchaser.
Assignment; Security Interest. (a) Cedent hereby assigns, transfers and conveys to Captive, effective as of the Effective Date, all of the Cedent’s right, title and interest (legal, equitable or otherwise), if any, in and to the Coinsurance Premiums and Additional Consideration due or made on or after the Effective Date under the Policies. The Cedent and Captive hereby agree that, in connection with any termination of this Agreement, all of the Captive’s right, title and interest (legal, equitable or otherwise) in and to the Coinsurance Premiums and Additional Consideration shall be immediately assigned, transferred and conveyed to the Cedent without any further action by the parties hereto. Each party, as reasonably requested by the other from time to time, shall take all reasonably appropriate action and execute any reasonably necessary and appropriate additional documents, instruments or conveyances of any kind which may be reasonably necessary to carry out the provisions of this Section 4.07.
Assignment; Security Interest
