Common use of Collateral Assignment of Agreements Clause in Contracts

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Administrator, for the benefit of the Lender, all of the Borrower’s right and title to and interest in (i) the PCA, (ii) each Contract related to 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”). The Borrower confirms and agrees that the Administrator (or any designee thereof) shall have, following an Event of Default or a Funding Termination Event, the sole right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Administrator, the Lender or any of 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 or the Borrower will send to the Administrator a notice of (i) any breach of any representation, 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 notice to the Servicer or the Borrower, as applicable, or upon the passage of time or both, would constitute such a breach.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the AdministratorCollateral Agent, for the benefit of the LenderSecured Parties, all of the Borrower’s right and title to and interest in (i) the PCA, (ii) each Contract related to any Pledged Receivable, (iii) each Dealer Assignment related to any Pledged Receivable, (iv) each Dealer Agreement, to the extent such 's right, title and interest relate in, to Pledged Receivables, (v) and under the Lockbox Account Control Agreement, (vi) the Purchase Agreement and all Contracts related to each Pledged Receivable and 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”"). The Borrower confirms and agrees that the Administrator Collateral Agent (or any designee thereof) shall shall, at the option of the Facility Insurer, 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 Funding Termination Facility Insurer Early Amortization Event, 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 AdministratorAgent, the Collateral Agent, the Lender and the Facility Insurer or any of 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 or the Borrower will send to the Administrator Collateral Agent, with a copy to the Agent and the Facility Insurer, a notice of (i) any breach of any representation, warranty warranty, agreement 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 notice to the Servicer or the Borrower, as applicable, or upon the passage of time or both, would constitute such a breach. The Borrower further confirms and agrees that such assignment to the Collateral Agent shall terminate upon the Collection Date.

Collateral Assignment of Agreements. (a) The Borrower hereby collaterally assigns to the AdministratorCollateral Agent, for the benefit of the LenderSecured Parties, all of the Borrower’s right and title to and interest in in, to and under (ibut not any obligations under) the PCA, (ii) each Contract related to any Pledged Receivable, (iii) each Dealer Assignment related to any Pledged Receivable, (iv) each Dealer Sale and Contribution 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”). The . (b) Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that grants to the Administrator Collateral Agent (or any designee thereof) shall have, including, without limitation, the Servicer), as its irrevocable attorney-in-fact and otherwise, the right, following an Event of Default or a Funding Termination EventDefault, the sole right to enforce (as directed by the Administrative Agent) the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the AdministratorCollateral Agent, the Lender Secured Parties or any of their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document. In addition, each The Borrower hereby acknowledges that the foregoing appointment of the Servicer Collateral Agent as the Borrower’s irrevocable attorney-in-fact has been coupled with an interest. The Borrower hereby ratifies and approves all acts of such attorney undertaken or performed consistent with the Borrower confirms foregoing and all Applicable Law, and agrees that the Servicer Collateral Agent will not be liable for any act or the Borrower will send omission with respect thereto, except to the Administrator a notice extent that such act or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent. The grant made pursuant to this clause (ib) shall not imply any breach obligation on behalf of any representation, warranty or covenant under any the Collateral Agent to actually exercise such Assigned Document which could reasonably be expected to have a Material Adverse Effect or power. (iic) any event or occurrence that, upon notice The parties hereto agree that such assignment to the Servicer or the Borrower, as applicable, or Collateral Agent shall terminate for all Assigned Documents upon the passage of time or both, would constitute such a breachTermination Date.

Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the AdministratorAgent, for the benefit of the Lender, all of the Borrower’s right and title to and interest in in, to and under (ibut not any obligations under) the PCAPurchase and Contribution Agreement, (ii) the LEAF III Guaranty, the Lienholder Nominee Agreement, each Qualifying Interest Rate Hedge, the Contract related to any each 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, collectively the “Assigned Documents”). The Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Administrator Agent (or any designee thereof) shall have, including, without limitation, the Servicer), following an Event of Default or a Funding 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 AdministratorAgent, the Lender or any of 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 or and the Borrower will will, upon receipt of notice or discovery thereof, promptly send to the Administrator Agent a notice of (i) any breach (other than in an inconsequential respect) of any representation, warranty warranty, agreement or covenant under any such Assigned Document which could reasonably be expected to have a Material Adverse Effect or (ii) events of default, or of any event or occurrence under any other Assigned Documents that, upon notice to the Servicer or the Borrower, as applicablenotice, or upon the passage of time or both, would constitute such a breachbreach (other than in an inconsequential respect under any such Assigned Document), of 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 Agent shall terminate upon the Collection Date.