Common use of Collateral Assignment of Agreements Clause in Contracts

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) for the benefit of the Secured Parties, all of the Borrower’s right and title to and interest in, to and under (but not any obligations under) the Purchase and Sale Agreement, each Qualifying Interest Rate Swap, the Contract related to each Pledged Receivable, all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable and all other agreements, documents and instruments related to any of the foregoing (the “Assigned Documents”). Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent (or any designee thereof, including, without limitation, the Servicer), following an Event of Default or a Program Termination Event, shall have the right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent or any of its Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Collateral Agent a notice of (i) any breach of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach, in each case, immediately upon learning thereof. The parties hereto agree that such assignment to the Collateral Agent shall terminate upon the Collection Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) for the benefit of the Secured Parties, all of the Borrower’s right and title to and interest in, to and under (but not any obligations under) the Purchase and Sale Agreement, each Qualifying Interest Rate Swap, the Contract related to each Pledged Receivable, all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable and all other agreements, documents and instruments related to any of the foregoing (the “Assigned Documents”). Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent (or any designee thereof, including, without limitation, the Servicer), following an Event of Default or a Program Termination Event, shall have the right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent or any of its Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Collateral Agent and each Lender a notice of (i) any breach of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach, in each case, immediately upon learning thereof. The parties hereto agree that such assignment to the Collateral Agent shall terminate upon the Collection Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) Agent, for the benefit of the Secured Parties, all of the Borrower’s right and title to and interest in, to and under (but not any obligations under) the Purchase and Sale Agreement (and any UCC financing statements filed under or in connection therewith), any Hedging Agreement, each Qualifying Interest Rate Swap, the Contract Loan Agreements related to each Pledged ReceivableLoan Asset, all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable Loan Asset and all other agreements, documents and instruments related to any of the foregoing but excluding any Excluded Amounts or Retained Interest (the “Assigned Documents”). Without limiting any obligation In furtherance and not in limitation of the Servicer hereunderforegoing, the Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, its right to indemnification under the Purchase and Sale Agreement. The Borrower confirms and agrees that following notice from the Administrative Agent to the Borrower of the occurrence of an Event of Default until the Collection Date the Collateral Agent (or any designee thereof, including, without limitation, at the Servicer), following an Event direction of Default or a Program Termination Event, the Administrative Agent) on behalf of the Secured Parties shall have the sole right to enforce the Borrower’s rights and remedies under each Assigned Document, but without the Purchase and Sale Agreement and any obligation on UCC financing statements filed under or in connection therewith for the part benefit of the Collateral Agent or any of its Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Collateral Agent a notice of (i) any breach of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach, in each case, immediately upon learning thereofSecured Parties. The parties hereto agree that such collateral assignment to the Collateral Agent Agent, for the benefit of the Secured Parties, shall terminate upon the Collection Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) Agent, for the benefit of the Secured PartiesLender, all of the Borrower’s right and title to and interest in, to in each Transfer and under (but not any obligations under) the Purchase and Sale Contribution Agreement, each Qualifying Interest Rate SwapHedge, the Contract related to each Pledged Receivable, all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable Receivable, its rights under any Servicing Agreement or Collection Servicing Agreement, and all other agreements, documents and instruments related to any of the foregoing (the “Assigned Documents”). Without limiting any obligation of the Servicer hereunder, the The Borrower confirms and agrees that the Collateral Agent (or any designee thereof) shall have the right to enforce and, including, without limitation, upon the Servicer), following occurrence of an Event of Default or a Program Termination EventDefault, shall have the sole right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent Agent, the Lender or any of its their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and the Borrower will, upon receipt of notice or discovery thereof, promptly will send to the Collateral Agent a notice of (i) any material breach of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a material breach, in each case, immediately upon learning thereofcase of which the Borrower has actual knowledge. The parties hereto agree that such assignment to the Collateral Agent shall terminate upon the Collection Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) Agent, for the benefit of the Secured Parties, all of the Borrower’s right and 's right, title to and interest in, to and under (but not any obligations under) the Lockbox Agreement, the Purchase Agreement and Sale Agreement, each Qualifying Interest Rate Swap, the Contract all Contracts related to each Pledged Receivable, Receivable and all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable and all other agreements, documents and instruments related to any of the foregoing (the “"Assigned Documents”"). Without limiting any obligation of the Servicer hereunder, the The Borrower confirms and agrees that the Collateral Agent (or any designee thereof) shall, includingat the option of the Facility Insurer, without limitation, the Servicer)have, following an Early Amortization Event (other than a Facility Insurer Early Amortization Event) and, at the option of Default or the Agent, have, following a Program Termination Facility Insurer Early Amortization Event, shall have the sole right to enforce (and, at the direction the Facility Insurer or the Agent, as applicable, the Collateral Agent shall enforce) the Borrower’s 's rights and remedies under each Assigned Document, but without any obligation on the part of the Agent, the Collateral Agent Agent, the Lender and the Facility Insurer or any of its their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and or the Borrower will, upon receipt of notice or discovery thereof, promptly will send to the Collateral Agent, with a copy to the Agent and the Facility Insurer, a notice of (i) any breach of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) any event or occurrence that, upon noticenotice to the Servicer or the Borrower, as applicable, or upon the passage of time or both, would constitute such a breach, in each case, immediately upon learning thereof. The parties hereto agree Borrower further confirms and agrees that such assignment to the Collateral Agent shall terminate upon the Collection Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) Agent, for the benefit of the Secured PartiesLender, all of the Borrower’s right and 's right, title to and interest in, to and under (but not any obligations under) the Receivables Purchase Agreement and Sale Agreementall Certificates of Beneficial Interest, each Qualifying Interest Rate Swapall Assignment Documents, the Contract all Pledged Receivables, all Mortgages, and all Acceptable Title Policies related to each any Pledged Receivable, all other agreements, documents and instruments comprising Collateral or Applicable Underlying Collateral and all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable and all other agreements, documents and instruments related to any of the foregoing (the “"Assigned Documents”"). Without limiting any obligation of the Servicer hereunder, the The Borrower confirms and agrees that the Collateral Agent (or any designee thereof, including, without limitation, the Servicer)) shall have, following an Event of Default or a Program Termination an Early Amortization Event, shall have the sole right to enforce the Borrower’s 's rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent Agent, the Lender or any of its their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and or the Borrower will, upon receipt of notice or discovery thereof, promptly will send to the Collateral Agent a notice of (i) any breach of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) any event or occurrence that, upon noticenotice to SRI, or upon the passage of time or both, would constitute such a breach, in each case, immediately upon learning thereof. The parties hereto agree Borrower further confirms and agrees that such assignment to the Collateral Agent shall terminate upon the Collection Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) for the benefit of the Secured PartiesLender, all of the Borrower’s right and title to and interest in, to and under (but not any obligations under) the Purchase each and Sale every Contract, Loan Agreement, each Qualifying Interest Rate SwapRecords, the Contract related to each Pledged ReceivableCollateral File, all Approved Assignment Agreements relating thereto and all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable of the Collateral and all other agreements, documents and instruments related to any of the foregoing (collectively, the “Assigned Documents”). Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent Lender (or any designee thereof) following a Default, includingshall, without limitationat its option, the Servicer), following an Event of Default or a Program Termination Event, shall have the sole right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent Lender or any of its Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Collateral Agent Lender a notice of (i) any breach of material consequence of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach, in each case, immediately upon promptly and, in any case, within two Business Days of learning thereof. The parties hereto agree that such assignment to the Collateral Agent Lender shall terminate upon the Collection Datesatisfaction of the conditions specified in Section 2(j).

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) Agent, for the benefit of the Secured Parties, all of the Borrower’s right and title to and interest in, to and under (but not any obligations under) the Purchase and Sale Contribution Agreement, each Qualifying Interest Rate Swap, the Contract related to each Pledged Receivable, all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable Hedge and all other agreements, documents and instruments related to any of the foregoing (collectively the “Assigned Documents”). Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent (or any designee thereof, including, without limitation, the Servicer), following an occurrence and continuation of an Event of Default or a following the Program Termination EventDate, shall have the right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent Agent, any Secured Party or any of its their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Collateral Agent a notice of (i) any breach of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) event of default, or of any event or occurrence under any Assigned Documents that, upon notice, or upon the passage of time or both, would constitute such a breach, in each case, of which the Borrower or the Servicer has knowledge immediately upon learning thereof. The parties hereto agree that such assignment to the Collateral Agent shall terminate upon the Collection Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) Administrator, for the benefit of the Secured PartiesLender, all of the Borrower’s right and title to and interest in, to and under in (but not any obligations underi) the Purchase and Sale AgreementPCA, (ii) each Qualifying Interest Rate Swap, the Contract related to each any Pledged Receivable, (iii) each Dealer Assignment related to any Pledged Receivable, (iv) each Dealer Agreement, to the extent such right, title and interest relate to Pledged Receivables, (v) the Lockbox Account Control Agreement, (vi) all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable, including without limitation, the Receivable Files and any other Records specifically relating to any Pledged Receivables, and (vii) all other agreements, documents and instruments related to any of the foregoing (collectively, the “Assigned Documents”). Without limiting any obligation of the Servicer hereunder, the The Borrower confirms and agrees that the Collateral Agent Administrator (or any designee thereof, including, without limitation, the Servicer)) shall have, following an Event of Default or a Program Funding Termination Event, shall have the sole right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent Administrator, the Lender or any of its their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and or the Borrower will, upon receipt of notice or discovery thereof, promptly will send to the Collateral Agent Administrator a notice of (i) any breach of any representation, warranty, agreement warranty or covenant under any such Assigned Document which could reasonably be expected to have a Material Adverse Effect or (ii) any event or occurrence that, upon noticenotice to the Servicer or the Borrower, as applicable, or upon the passage of time or both, would constitute such a breach, in each case, immediately upon learning thereof. The parties hereto agree that such assignment to the Collateral Agent shall terminate upon the Collection Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) Agent, for the benefit of the Secured PartiesLender, all of the Borrower’s 's right and title to and interest in, to and under (but not any obligations under) the Purchase and Sale Contribution Agreement, each Qualifying Interest Rate Swapthe Contract, any insurance policies and the Contract Contractor Sale Agreement or the NY Purchase Agreement (as applicable) related to each Pledged Receivable, all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable and all other agreements, documents and instruments related to any of the foregoing (the “"Assigned Documents”"). Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent (or any designee thereof, including, without limitation, the Servicer), following an Event of Default or a Program Termination an Early Amortization Event, shall have the right to enforce the Borrower’s 's rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent Agent, the Lender or any of its their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Collateral Agent a notice of (i) any breach of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach, in each case, immediately upon learning thereof. The parties hereto agree that such assignment to the Collateral Agent shall terminate upon the Collection Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) Agent, for the benefit of the Secured PartiesLender, all of the Borrower’s right and title to and interest in, to and under (but not any obligations under) the Purchase and Sale Contribution Agreement, the LEAF III Guaranty, the Lienholder Nominee Agreement, each Qualifying Interest Rate SwapHedge, the Contract related to each Pledged Receivable, all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable and all other agreements, documents and instruments related to any of the foregoing (collectively the “Assigned Documents”). Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent (or any designee thereof, including, without limitation, the Servicer), following an Event of Default or a Program Termination EventDefault, shall have the right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent Agent, the Lender or any of its their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Collateral Agent a notice of (i) any breach (other than in an inconsequential respect) of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) events of default, or of any event or occurrence under any other Assigned Documents that, upon notice, or upon the passage of time or both, would constitute such a breachbreach (other than in an inconsequential respect under any such Assigned Document), in each caseof which the Borrower or Servicer has knowledge, under Contracts the aggregate Discounted Balance of which exceeds $100,000 since last reported, immediately upon learning thereof; provided, however, that all events of default, or any events or occurrences under any other Assigned Documents that, upon notice, or upon the passage of time or both, would constitute such a breach (other than in an inconsequential respect under any such Assigned Document) under any Contracts, shall be reported no less frequently than on a monthly basis. The parties hereto agree that such assignment to the Collateral Agent shall terminate upon the Collection Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) Agent, for the benefit of the Secured PartiesLender, all of the Borrower’s right and title to and interest in, to and under (but not any obligations under) the Purchase and Contribution Agreement, any Originator Sale Agreement, the PCA Seller Assignment Agreement, each Qualifying Interest Rate SwapCap, the Contract related to each Pledged Receivable, all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable and all other agreements, documents and instruments related to any of the foregoing (the “Assigned Documents”). Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent (or any designee thereof, including, without limitation, the Servicer), following an Event of Default or a Program Termination Event, shall have the right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent Agent, the Lender or any of its their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Collateral Agent a notice of (i) any breach of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach, in each case, immediately upon learning thereof. The parties hereto agree that such assignment to the Collateral Agent shall terminate upon the Collection Date.