Common use of Assignor's Covenants Clause in Contracts

Assignor's Covenants. Each Assignor covenants and agrees that until the Obligation is paid and performed in full: 4.1 No Assignor will cause, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as of the date of this Agreement, or (ii) any issuance, transfer, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceeding.

Assignor's Covenants. Each (a) Assignor hereby covenants and agrees that until the Obligation is paid and performed in full: 4.1 No Assignor will causenot, permit, or without in each case obtaining the prior written consent to of Assignee: (i) cancel or terminate or accept a surrender of any amendment Lease other than by its terms or modification to following a default by the LLC Agreement in effect as of the date of this Agreement, or tenant thereunder; (ii) amend, modify or otherwise change any issuance, transferLease so as to decrease the term or reduce the rental due, or discount, compromise or forgive any amounts due, or diminish any Tenant's obligation with regard to the payment of taxes, insurance and other change sums; (iii) permit the payment of rent under any Lease more than thirty (30) days in advance of the due date thereof, or anticipate, encumber or assign the Rents or any part thereof or any interest therein; (iv) release any guarantor or surety of any Tenant's obligations; (v) waive any material default under or material breach of any Lease; or (vi) take any other action in connection with any Lease or any Rent which would materially impair the value of the rights or interests of Assignor or Assignee under or in such Lease. (b) Assignor covenants that Assignor will perform and observe all of the covenants and requirements contained in the ownership of Mortgage and the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor Loan Agreement with respect to the leasing of the Project or any portion thereof, and Assignor further agrees upon request by Assignee from time to time to deliver promptly to Assignee true, complete and correct copies of all Leases (or whichand all modifications, if not paidamendments, could result in an encumbrance upon) riders and addenda to any of the Membership Interests, except Leases) executed after the date hereof. Assignor shall use all reasonable efforts to cause the Tenants to execute and deliver to Assignee (such delivery to be within ten (10) Business Days after requested by Assignor or such longer period provided in such Lease) such certificates as otherwise permitted by to the terms status of the Loan Agreement. In Leases, the event that Assignor shouldrent, for any reason, fail to pay additional rent and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such paymentother charges payable thereunder, and the amounts so paid, together Tenants' and Assignor's compliance with interest thereon the terms thereof as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender Assignee may from time to time request (but not more frequently than once per year so long as no Event of Default exists), such certificates to be in form and substance reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time satisfactory to time reasonably request, Assignee. Assignor shall use its good faith efforts to include in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of each Lease executed after the Membership Interests. In date hereof a clause obligating the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees Tenant thereunder to execute and deliver all such instruments certificates to Assignor and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingits mortgagees.

Assignor's Covenants. Each (a) The Assignor covenants and agrees that the Assignment made hereby and the designation and direction to Borrower hereinabove set forth and consented to by Borrower are irrevocable and that the Assignor will not, while this Assignment is in effect or thereafter until the Obligation Assignor has received from the Bank notice of the termination of this Assignment, take any action which is paid inconsistent with this Assignment, or make or suffer to be made any other assignment, designation or direction of the subject matter hereof, and performed in full: 4.1 No that any such assignment, designation or direction shall be void. The Assignor will causefrom time to time, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as upon request of the date Bank, execute all instruments of this Agreementfurther assurance as the Bank may reasonably specify. (b) The Assignor agrees not to cancel, modify, extend or (ii) in any issuance, transfer, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by way alter the terms of the Loan Agreement. In Security Agreement or the event that Assignor shouldCompany Note, for any reason, fail not to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, finesanticipate the payments thereunder except as provided therein, or penalties when due (subject to waive, excuse, condone or in any manner release or discharge Borrower from the obligations, covenants, conditions and agreements by Borrower to be performed, including the obligation to make the payments called for thereunder in the manner and at the place and time specified therein; and the Assignor does by these presents expressly release, relinquish and surrender unto the Bank all the Assignor's right, power and authority to cancel, amend, modify or in any way alter the terms or provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, Security Agreement and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingCompany Note.

Assignor's Covenants. Each The Assignor hereby covenants and agrees that until the Obligation is paid and performed in fullwith NCR as follows: 4.1 No 3.1 upon execution of this Assignment, the Assignor will causeshall forthwith deliver a copy of each Merchant Contract to NCR and, permitin the event that any ATM comprised in the Products is re-located to a different Location, or consent to (i) any amendment or modification to the LLC Agreement in effect as shall promptly notify NCR of the date of this Agreement, or new Location and (iiif not already delivered) any issuance, transfer, or other change in the ownership deliver to NCR a copy of the membership interests in the Companyrelevant Merchant Contract; 4.2 Each 3.2 if an Event of Default occurs, the Assignor will pay and discharge promptly when due shall procure that all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor monies assigned or arising from or in connection with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interestsrights, except as otherwise permitted by the terms title, benefit and interest of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender under each Merchant Contract shall be authorized, but shall not be obligated, promptly paid to pay the same, with full subrogation NCR or as NCR may direct from time to all rights of any Person by reason of such payment, time and the amounts until so paid, together with interest thereon as provided herein, paid shall be added held in trust for NCR's benefit. NCR shall have the right to audit the ObligationAssignor's records from time to time upon request; 4.3 No 3.3 the Assignor will sell, transfer, mortgage, do each and every act or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, thing which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender NCR may from time to time reasonably requirerequire to be done for the purpose of enforcing NCR's rights under each Merchant Contract and this Assignment; 3.4 except in the ordinary course of its business, execute, deliver, file, and record the Assignor will not agree or purport to agree any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect variation to any of the Membership Interests. In the event, for any reason, that the law provisions of any jurisdiction other than Merchant Contract which would have the State effect of Texas becomes or is applicable to the Membership Interestsreducing, or delaying the time for performance of, the Lessee's obligations thereunder; 3.5 the Assignor will perform its obligations under each Merchant Contract and shall use its best endeavours to procure that each Merchant shall perform its obligations under the relevant Merchant Contract and NCR shall be under no obligation of any part thereofkind whatsoever thereunder or be under any liability whatsoever in the event of any failure of the Assignor to perform its obligations thereunder; 3.6 the Assignor will immediately upon execution of this Assignment prepare, each Assignor agrees to execute and deliver all such instruments to NCR in respect of each Merchant Contract an undated Notice and undertakes to do all such other things prepare, execute and deliver to NCR an undated Notice promptly on each occasion that any Products become subject to a Merchant Contract in respect of which a Notice has not previously been delivered to NCR. Such Notices may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, delivered by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent NCR to the amendment or modification Merchants at any time after an Event of such agreements or instruments, without the prior written consent of LenderDefault occurs; and 4.9 Each 3.7 the Assignor shall promptly notify Lender provide to NCR, on the date hereof and thereafter at intervals not exceeding one calendar quarter, the following particulars and information with respect to each ATM comprised in the Products: • ATM serial number • full name of any material adverse change the relevant Merchant • Merchant's address (and the Location, if different) • a copy of the relevant Merchant Contract (if not previously supplied pursuant to this clause 3.7 or clause 3.1) • the number of Cash Machine Transactions (as defined in any material fact or material circumstance warranted or represented the Merchant Contract) carried out during the preceding period with comparisons against previous periods • revenue received by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection TRM from Cash Machine Transactions during the preceding period with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title comparisons against previous periods • fees paid to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceeding.relevant Merchant with comparisons against previous periods