Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender shall have sole and exclusive possession of the Distributions and that this Agreement constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows: (i) Assignor shall have no right to receive payments made under or with respect to the Distributions, and all such payments shall be delivered directly by the Company to Lender. (ii) If Assignor shall receive any payments made under or with respect to the Distributions, Assignor shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Assignor, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. (iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations. (iv) In furtherance of the foregoing, Assignor does hereby notify and direct the Company and its directors, officers and shareholders that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents). (b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof under the terms of the Organizational Agreements. (c) Assignor hereby irrevocably designates and appoints Lender its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of Lender, or in the name of Assignor, at Assignor's sole cost and expense, and regardless of whether Lender becomes a shareholder in the Company or not, to take any or all of the following actions: (i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and (ii) to institute one or more actions against the Company or any shareholder thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Organizational Agreements with respect to the Distributions or release the Company or any shareholder thereof from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the Organizational Agreements; it being specifically understood and agreed, however, that Lender shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in Lender, its successors and assigns until this Agreement terminates as provided in Xxxxxxxxx 00, xxxxx. (x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 3 contracts
Samples: Stock Pledge Agreement (Wellsford Real Properties Inc), Stock Pledge Agreement (Wellsford Real Properties Inc), Stock Pledge Agreement (Wellsford Real Properties Inc)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments Notwithstanding the foregoing, the Agent hereby grants to Assignor a license to receive, collect and apply any Distributions that are made at any time other than when an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, Assignor hereby agrees that such license shall be revoked, and hereby irrevocably directs the Company that any payments under or with respect to the Distributions made at any time thereafter shall be made and governed as follows:
(i) Assignor shall have no right to receive any such payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral when an Event of Default has occurred and is continuing, and all such payments shall be delivered directly by the Company to Lender.the Agent for application in accordance with the terms of the Credit Agreement; and
(ii) If Assignor shall receive any such payments made under or with respect to the Distributions, or upon any such redemption or conversion of the Collateral, Assignor shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of AssignorAgent, and will immediately pay and deliver in kind, remit all such payments directly to Lender the Agent for further distribution and application by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
(iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct the Company and its directors, officers and shareholders that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms of the Cash Collateral Credit Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company to promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment sale or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof under the terms of the Organizational AgreementsAgreement in accordance with the Credit Agreement.
(c) Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder member in the Company or not(as such right is granted in Section 2(a) hereof), to take any or all of the following actionsactions at such time as a Default or Unmatured Default has occurred and is continuing:
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are is otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, drafts and other instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against the Company or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Organizational Agreements Agreement with respect to the Distributions or release the Company or any shareholder thereof member thereof, from their respective its obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the Organizational AgreementsAgreement; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Section 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Glimcher Realty Trust), Credit Agreement (Glimcher Realty Trust)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i) Assignor shall have no right to receive payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, other than by deposit thereof into the Deposit Account, and all such payments shall be delivered directly by the Company Companies to Lenderthe Deposit Account.
(ii) If Assignor shall receive any payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, Assignor shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of AssignorAgent, and will immediately pay and deliver in kind, deposit all such payments directly to Lender the Deposit Account pursuant to the Account Pledge Agreement for further distribution and application by Lender in satisfaction of pursuant to the Obligations in such order as set forth in the Credit Agreementterms thereof.
(iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct each of the Company and its directors, officers and shareholders Companies that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender Deposit Account set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents)herein.
(b) Assignor shall cause each of the Company Companies to promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment sale or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its their respective assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof Companies under the terms of the applicable Organizational AgreementsAgreements in accordance with the Credit Agreement.
(c) Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder member in any of the Company or notCompanies, to take any or all of the following actionsactions at such time as a Default or Unmatured Default has occurred and is continuing:
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, drafts and other instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against any of the Company Companies or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of any of the Organizational Agreements with respect to the Distributions or release any of the Company Companies or any shareholder thereof member thereof, from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under any of the Organizational Agreements; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Section 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Glimcher Realty Trust), Credit Agreement (Inland Western Retail Real Estate Trust Inc)
Collection of Distributions. (a) a. It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Notwithstanding the foregoing, the Agent hereby grants to Assignor a license to receive, collect and apply any Distributions that are made at any time other than when an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, Assignor hereby agrees that such license shall be revoked, and hereby irrevocably directs the Company that any payments under or with respect to the Distributions made at any time thereafter shall be made and governed, as follows. Payments under or with respect to the Distributions shall be made as follows:
(i) i. Assignor shall have no right to receive payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, and all such payments shall be delivered directly by the Company to Lenderthe Agent.
(ii) . If Assignor shall receive any payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, Assignor shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Assignor, Agent and will shall deliver them to the Agent immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreementon demand.
(iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct the Company and its directors, officers and shareholders that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Agent.
b. Assignor shall have a license (revocable upon cause the occurrence of an Event of Default) Company to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms promptly distribute all net proceeds of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option sale or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof under the terms of the Organizational AgreementsAgreement in accordance with the Loan Agreement.
(c) c. Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-factattorney‑in‑fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder partner in the Company or notCompany, to take any or all of the following actionsactions at such time as a Default or Unmatured Default has occurred and is continuing:
(i) i. to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are is otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, drafts and other instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) . to institute one or more actions against the Company or any shareholder partner thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in LenderAgent's sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Organizational Agreements Agreement with respect to the Distributions or release the Company or any shareholder thereof partner thereof, from their respective its obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the Organizational AgreementsAgreement; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Section 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 2 contracts
Samples: Term Loan Agreement (Glimcher Realty Trust), Collateral Assignment of Interests (Glimcher Realty Trust)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i1) Except as otherwise specifically provided in this Paragraph 4, Assignor shall have no right to receive payments made under or with respect to the DistributionsDistributions (including without limitation any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or casualty to or condemnation of, any of the Collateral, the Mortgaged Property or the Mezzanine Property regardless of whether such event is permitted under the terms of the Loan Documents), and all such payments shall be delivered directly by the Company Property Owner to LenderAgent for application by Agent in satisfaction of the Obligations in such order as Agent in its sole and absolute discretion shall determine.
(ii2) If Except as otherwise specifically provided in this Paragraph 4, if Assignor shall receive any payments made under or with respect to the DistributionsDistributions (including without limitation any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or casualty to or condemnation of, any of the Collateral, the Mortgaged Property or the Mezzanine Property regardless of whether such event is permitted under the terms of the Loan Documents), Assignor shall hold all such payments in trust for LenderAgent, will not co-mingle such payments with other funds of Assignor, and will immediately pay and deliver in kind, all such payments directly to Lender Agent (with such endorsements and assignments as may be necessary to transfer title to Agent) for application by Lender Agent in satisfaction of the Obligations in such order as set forth Agent in the Credit Agreementits sole and absolute discretion shall determine.
(iii3) Assignor hereby xxxxxx agrees for the benefit of the Company Property Owner that all payments actually received by Lender Agent shall be deemed payments to Assignor by the CompanyProperty Owner. Lender Agent shall apply any and all such payments actually received by Lender Agent in satisfaction of the Obligations in such order as set forth Agent in the Credit Agreementits sole and absolute discretion shall determine. Lender Agent shall return to Assignor that portion of any payments actually received by Lender Agent from the Company Property Owner which Lender Agent determines, in the exercise of its sole and absolute discretion but in good faith, faith is not needed to repay the Obligations.
(iv) . awf In furtherance of the foregoing, Assignor does hereby notify and direct the Company Property Owner and its directors, officers and shareholders members that all payments under or with respect to the Distributions shall be made directly to Lender Agent at the address of Lender Agent set forth in the Cash Collateral Credit Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, .
(b) Assignor shall have a license (revocable upon cause the occurrence Property Owner, WASH, WASH Manager and Xxxxx Avenue Holdings promptly to distribute all net proceeds of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company casualty to or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing condemnation of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company Property Owner, WASH, WASH Manager or Xxxxx Avenue Holdings or any shareholder member thereof under the terms of the Property Owner Organizational Agreements, the WASH Organizational Agreements, the WASH Manager Organizational Agreements or the Xxxxx Avenue Holdings Organizational Agreements, as applicable.
(c) Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's sole cost and expense, and regardless of whether Lender Agent becomes a shareholder member in the Company Property Owner or not, to take any or all of the following actions:
(i1) to ask, demand, xxx sue for, attach, levyxxxx, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii2) to institute one or more actions against the Company Property Owner or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in LenderAgent's sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Property Owner Organizational Agreements with respect to the Distributions or release the Company Property Owner or any shareholder member thereof from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the Property Owner Organizational Agreements; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required hereinherein or the other Loan Documents) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. Notwithstanding anything contained in this Paragraph 4 to the contrary, provided no Event of Default has occurred and is continuing, Assignor shall have a license (revocable upon the occurrence and during the continuance of an Event of Default) to receive amounts attributable to (A) rents, issues and profits paid under Leases not more than one (1) month in advance, (B) excess proceeds from a sale of a Mortgaged Property or a Mezzanine Property that has been released in accordance with Section 5.3 of the Credit Agreement, (c) proceeds from a casualty permitted to be paid to Assignor pursuant to Section 7.7(b) of the Credit Agreement, (D) excess amounts released from the reserves maintained under Sections 7.2, 7.3, 7.4 and 7.5 of the Mezzanine Mortgage Loan Agreement, and (E) rebates or refunds of property taxes paid with respect to the Mortgaged Property or the Mezzanine Property. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Paragraph 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
Samples: Assignment of Member's Interest (Wellsford Real Properties Inc)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i) Assignor Assignors shall have no right to receive payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, other than by deposit thereof into the Deposit Account, and all such payments shall be delivered directly by the Company Companies to Lenderthe Deposit Account.
(ii) If Assignor Assignors shall receive any payments made under or with respect to the Distributions, Assignor or upon any redemption or conversion of the Collateral, Assignors shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of AssignorAgent, and will immediately pay and deliver in kind, deposit all such payments directly to Lender the Deposit Account pursuant to the Account Pledge Agreement for further distribution and application by Lender in satisfaction of pursuant to the Obligations in such order as set forth in the Credit Agreementterms thereof.
(iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does Assignors do hereby notify and direct each of the Company and its directors, officers and shareholders Companies that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender Deposit Account set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Assignor herein.
(b) Assignors shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms cause each of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend Companies to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from promptly distribute all net proceeds of the sale, transfer, assignment, conveyance, option sale or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its their respective assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof Companies under the terms of the applicable Organizational AgreementsAgreements in accordance with the Credit Agreement.
(c) Assignor Assignors hereby irrevocably designates designate and appoints Lender its appoint Agent their true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of AssignorAssignors, at Assignor's Assignors’ sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder member in any of the Company or notCompanies, to take any or all of the following actionsactions at such time as a Default or Unmatured Default has occurred and is continuing:
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor Assignors which are otherwise required of Assignor Assignors under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of AssignorAssignors, any checks, notes, drafts, drafts and other instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against any of the Company Companies or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of any of the Organizational Agreements with respect to the Distributions or release any of the Company Companies or any shareholder thereof member thereof, from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor Assignors under any of the Organizational Agreements; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Section 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i) Assignor Assignors shall have no right to receive payments made under or with respect to the Distributions, and all such payments shall be delivered directly by the Company to Lender.
(ii) If Assignor Assignors shall receive any payments made under or with respect to the Distributions, Assignor Assignors shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of AssignorAssignors, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
(iii) Assignor Assignors hereby agrees agree for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor Assignors by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor Assignors that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does Assignors do hereby notify and direct the Company and its directors, officers and shareholders members that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Assignor Assignors shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed Assignors following a distribution to Borrower pursuant to the terms of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to AssignorAssignors, including, without limitation, any amounts arising from the sale, transfer, assignment, assignment conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, of any interest of Assignor Assignors in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor Assignors shall cause the Company promptly to distribute all net proceeds of the sale, transfer, assignment, conveyance, option, assignment option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder member thereof under the terms of the Organizational Agreements.
(c) Each Assignor hereby irrevocably designates and appoints Lender its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of Lender, or in the name of such Assignor, at such Assignor's sole cost and expense, and regardless of whether Lender becomes a shareholder member in the Company or not, to take any or all of the following actions:
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of such Assignor which are otherwise required of such Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of such Assignor, any checks, notes, drafts, instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor Assignors hereby waives waive presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against the Company or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Organizational Agreements with respect to the Distributions or release the Company or any shareholder member thereof from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor Assignors under the Organizational Agreements; it being specifically understood and agreed, however, that Lender shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's Assignors' rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in Lender, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00, xxxxx.
(x) Notwithstanding anything herein to the contrary, Assignor Assignors hereby authorizes authorize and directs direct the Company and the directors, officers and shareholders members thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of of, any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor Assignors shall be promptly delivered to Lender, Lender in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to LenderLender and, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
Samples: Assignment of Member's Interest (Wellsford Real Properties Inc)
Collection of Distributions. (a) a. It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Notwithstanding the foregoing, the Agent hereby grants to Assignor a license to receive, collect and apply any Distributions that are made at any time other than when an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, Assignor hereby agrees that such license shall be revoked, and hereby irrevocably directs the Company that any payments under or with respect to the Distributions made at any time thereafter shall be made and governed, as follows. Payments under or with respect to the Distributions shall be made as follows:
(i) i. Assignor shall have no right to receive payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, and all such payments shall be delivered directly by the Company to Lenderthe Agent.
(ii) . If Assignor shall receive any payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, Assignor shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Assignor, Agent and will shall deliver them to the Agent immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreementon demand.
(iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct the Company and its directors, officers and shareholders that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Agent.
b. Assignor shall have a license (revocable upon cause the occurrence of an Event of Default) Company to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms promptly distribute all net proceeds of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option sale or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof under the terms of the Organizational AgreementsAgreement in accordance with the Loan Agreement.
(c) c. Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-factattorney‑in‑fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder member in the Company or notCompany, to take any or all of the following actionsactions at such time as a Default or Unmatured Default has occurred and is continuing:
(i) i. to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are is otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, drafts and other instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, ; and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) . to institute one or more actions against the Company or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Organizational Agreements Agreement with respect to the Distributions or release the Company or any shareholder thereof member thereof, from their respective its obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the Organizational AgreementsAgreement; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Section 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i) Assignor shall have no right to receive payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, other G-1-2 than by deposit thereof into the Deposit Account, and all such payments shall be delivered directly by the Company Companies to Lenderthe Deposit Account.
(ii) If Assignor shall receive any payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, Assignor shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of AssignorAgent, and will immediately pay and deliver in kind, deposit all such payments directly to Lender the Deposit Account pursuant to the Account Pledge Agreement for further distribution and application by Lender in satisfaction of pursuant to the Obligations in such order as set forth in the Credit Agreementterms thereof.
(iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct each of the Company and its directors, officers and shareholders Companies that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender Deposit Account set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents)herein.
(b) Assignor shall cause each of the Company Companies to promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment sale or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its their respective assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof Companies under the terms of the applicable Organizational AgreementsAgreements in accordance with the Credit Agreement.
(c) Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder member in any of the Company or notCompanies, to take any or all of the following actionsactions at such time as a Default or Unmatured Default has occurred and is continuing:
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, drafts and other instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against any of the Company Companies or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of any of the Organizational Agreements with respect to the Distributions or release any of the Company Companies or any shareholder thereof member thereof, from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under any of the Organizational Agreements; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Section 13, xxxxx.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lenderbelow. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.G-1-3
Appears in 1 contract
Samples: Credit Agreement (Inland Western Retail Real Estate Trust Inc)
Collection of Distributions. Assignment of Interests (Condor) 102175686\V-9 102175686\V-9
(a) It is acknowledged and agreed by the parties hereto that Lender the Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i) Assignor shall not have no any right to receive payments made under or with respect to the DistributionsDistributions (including, without limitation, any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or casualty to or condemnation of, any of the Collateral or any real or personal property of the Company (collectively, the "Property"), or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), and all such payments shall be delivered directly by the Company Companies, as applicable, to Lenderthe Agent for application by the Agent to the Secured Obligations in accordance with the Credit Agreement.
(ii) If Assignor shall receive any payments made under or with respect to the DistributionsDistributions (including, without limitation, any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or payment of, or casualty to or condemnation of, any of the Collateral or the Property, or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), Assignor shall hold all such payments in trust for Lenderthe Agent, will not co-mingle commingle such payments with other funds of Assignor, and will immediately pay and deliver in kind, all such payments directly to Lender the Agent (with such endorsements and assignments as may be necessary to transfer title to the Agent) for application by Lender in satisfaction of the Agent to the Secured Obligations in such order as set forth in accordance with the Credit Agreement.
(iii) Assignor hereby agrees for the benefit of each of the Company Companies and any member or manager thereof, that all payments actually received by Lender the Agent hereunder or pursuant hereto shall be deemed payments to Assignor by the respective Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of , as the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligationscase may be.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct each of the Company Companies and its directors, officers their members and shareholders managers that all payments under or with respect to the Distributions shall be made directly to Lender the Agent at the address of Lender set forth in herein for application by the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 Agent to the contrary, so long as no Event of Default has occurred, Secured Obligations in accordance with the Credit Agreement.
(b) Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms cause each of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend Companies to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from promptly distribute all net proceeds of the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Companyor payment of, or casualty to, or condemnation of, any of their respective assets or properties, and the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or propertiestheir respective subsidiaries, and any and all other Distributions distributable or payable by the Company Companies or any shareholder thereof member or manager thereof, under the terms of the Organizational AgreementsAgreements of the Companies.
(c) To the extent permitted by law, Assignor hereby irrevocably designates and appoints Lender the Agent its true and lawful attorney-in-attorney in fact, which appointment is coupled with an interestAssignment of Interests (Condor) 102175686\V-9 102175686\V-9 interest and is irrevocable, either in the name of Lenderthe Agent, or in the name of Assignor, at Assignor's sole cost and expense, and regardless of whether Lender or not the Agent becomes a shareholder member or manager in any of the Company or notCompanies, to take any or all of the following actions, provided, however, that no such action shall be permitted or undertaken by Agent unless an Event of Default shall have occurred and be continuing:
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender the Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, deliver in the name of Assignor, any checks, notes, drafts, instruments or and other evidences of payment received in payment of or on account of all or any portion of the Collateral, Collateral and Assignor hereby waives presentment, demand, protest protest, and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against any of the Company Companies or any shareholder member or manager thereof in connection with the collection of the DistributionsCollateral, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lenderthe Agent's sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of any of the Organizational Agreements of any Company with respect to the Distributions or release of any of the Company Companies or any shareholder thereof member or manager thereof, respectively, from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the any of such Organizational Agreements; it being specifically understood and agreed, however, that Lender the Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required hereinherein or in the other Loan Documents) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, thereof or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in Lenderthe Agent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00, xxxxxSection 14 hereof.
(xd) Notwithstanding anything in this Section 4 to the contrary, so long as no Event of Default has occurred and is continuing, or would occur as a result thereof, Assignor shall have a right (revocable upon the occurrence and during the continuation of an Event of Default) to receive any Distributions as permitted under the Credit Agreement. Notwithstanding anything contained herein to the contrary, Assignor hereby authorizes no such income to be distributed shall be attributable to rents, accounts, accounts receivable, fees or other amounts paid more than one (1) month in advance, and directs provided further that the Company and the directors, officers and shareholders thereof right to pay all receive such Distributions from or relating to shall not include any proceeds of any sale, transfer, assignment, conveyance, option or other disposition of, or any pledgemortgage, mortgagehypothecation, encumbrance, financing or refinancing of of, or casualty or condemnation of, any of the Collateral Properties, or any other Person in which it directly or indirectly holds an interest except after compliance with the Mortgaged Property directly to Lender terms of §5.5 of the Credit Agreement, any principal payments of any notes Assignment of Interests (regardless of whether such event is permitted under Condor) 102175686\V-9 102175686\V-9 receivable, any amounts otherwise required by the terms of the Loan Documents), and all such Distributions received by Assignor shall Documents to be promptly delivered paid to Lender, in the same form as received, with the addition only Agent or any other items of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction income which are extraordinary or of the Obligations in such order as set forth in the Credit Agreementa non-recurring nature.
Appears in 1 contract
Samples: Composite Credit Agreement (Condor Hospitality Trust, Inc.)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i1) Except as otherwise specifically provided in this Paragraph 4, Assignor shall have no right to receive payments made under or with respect to the DistributionsDistributions (including without limitation any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or casualty to or condemnation of, any of the Collateral or the Mezzanine Property regardless of whether such event is permitted under the terms of the Loan Documents), and all such payments shall be delivered directly by the Company Member to LenderAgent for application by Agent in satisfaction of the Obligations in such order as Agent in its sole and absolute discretion shall determine.
(ii2) If Except as otherwise specifically provided in this Paragraph 4, if Assignor shall receive any payments made under or with respect to the DistributionsDistributions (including without limitation any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or casualty to or condemnation of, any of the Collateral or the Mezzanine Property regardless of whether such event is permitted under the terms of the Loan Documents), Assignor shall hold all such payments in trust for LenderAgent, will not co-co- mingle such payments with other funds of Assignor, and will immediately pay and deliver in kind, all such payments directly to Lender Agent (with such endorsements and assignments as may be necessary to transfer title to Agent) for application by Lender Agent in satisfaction of the Obligations in such order as set forth Agent in the Credit Agreementits sole and absolute discretion shall determine.
(iii3) Assignor hereby agrees for the benefit of the Company Member that all payments actually received by Lender Agent shall be deemed payments to Assignor by the CompanyMember. Lender Agent shall apply any and all such payments actually received by Lender Agent in satisfaction of the Obligations in such order as set forth Agent in the Credit Agreementits sole and absolute discretion shall determine. Lender Agent shall return to Assignor that portion of any payments actually received by Lender Agent from the Company Member which Lender Agent determines, in the exercise of its sole and absolute discretion but in good faith, faith is not needed to repay the Obligations.
(iv4) In furtherance of the foregoing, Assignor does hereby notify and direct the Company Member and its directors, officers and shareholders members that all payments under or with respect to the Distributions shall be made directly to Lender Agent at the address of Lender Agent set forth in the Cash Collateral Credit Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, .
(b) Assignor shall have a license (revocable upon cause the occurrence Property Owner, the Manager and the Member promptly to distribute all net proceeds of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company casualty to or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing condemnation of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company Property Owner, the Manager or the Member or any shareholder member thereof under the terms of the Property Owner Organizational Agreements, the Manager Organizational Agreements or the Member Organizational Agreements, as applicable.
(c) Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's sole cost and expense, and regardless of whether Lender Agent becomes a shareholder member in the Company Member or not, to take any or all of the following actions:
(i1) to ask, demand, xxx sue for, attachattaxx, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii2) to institute one or more actions against the Company Member or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in LenderAgent's sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Member Organizational Agreements with respect to the Distributions or release the Company Member or any shareholder member thereof from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the Member Organizational Agreements; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required hereinherein or the other Loan Documents) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. Notwithstanding anything contained in this Paragraph 4 to the contrary, provided no Event of Default has occurred and is continuing, Assignor shall have a license (revocable upon the occurrence and during the continuance of an Event of Default) to receive Excess Property Income attributable to (A) rents, issues and profits paid under Leases for any of the Mezzanine Property not more than one (1) month in advance, (B) excess proceeds from a sale of a Mezzanine Property that has been released in accordance with Section 5.3(b) of the Credit Agreement, (c) proceeds from a casualty permitted to be paid to Assignor pursuant to Section 7.7(k) of the Credit Agreement, (D) excess amounts released from the reserves maintained under Sections 7.2, 7.3, 7.4 and 7.5 of the Mezzanine Mortgage Loan Agreement, and (E) rebates or refunds of property taxes paid with respect to the Mezzanine Property. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Paragraph 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
Samples: Assignment of Member's Interest (Wellsford Real Properties Inc)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender the Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i) 1. Assignor shall not have no any right to receive payments made under or with respect to the DistributionsDistributions (including, without limitation, any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or casualty to or condemnation of, any of the Collateral or any real or personal property of the Company or any Person in which the Company may directly or indirectly own any interest (collectively the “Property”), or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), and all such payments shall be delivered directly by the Company Companies, as applicable, to Lenderthe Agent for application by the Agent in satisfaction of the Secured Obligations in accordance with the Credit Agreement.
(ii) 2. If Assignor shall receive any payments made under or with respect to the DistributionsDistributions (including, without limitation, any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or payment of, or casualty to or condemnation of, any of the Collateral or the Property, or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), Assignor shall hold all such payments in trust for Lenderthe Agent, will not co-mingle commingle such payments with other funds of Assignor, and will immediately pay and deliver in kind, all such payments directly to Lender the Agent (with such endorsements and assignments as may be necessary to transfer title to the Agent) for application by Lender the Agent in satisfaction of the Secured Obligations in such order as set forth in accordance with the Credit Agreement.
(iii) 3. Assignor hereby agrees for the benefit of each of the Company Companies and any member or partner thereof, that all payments actually received by Lender the Agent hereunder or pursuant hereto shall be deemed payments to Assignor by the respective Company. Lender , as the case may be, the Agent shall apply any and all such payments actually received by Lender the Agent in satisfaction of the Secured Obligations in such order as set forth in accordance with the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) 4. In furtherance of the foregoing, Assignor does hereby notify and direct each of the Company Companies and its directors, officers their members and shareholders partners that all payments under or with respect to the Distributions shall be made directly to Lender the Agent at the address of Lender the Agent set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, herein.
(b) Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms cause each of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend Companies to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from promptly distribute all net proceeds of the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Companyor payment of, or casualty to, or condemnation of, any of their respective assets or properties, and the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or propertiestheir respective subsidiaries, and any and all other Distributions distributable or payable by the Company Companies or any shareholder thereof member or partner thereof, under the terms of the Organizational AgreementsAgreements of the Companies.
(c) To the extent permitted by law, Assignor hereby irrevocably designates and appoints Lender the Agent its true and lawful attorney-in-attorney in fact, which appointment is coupled with an interestinterest and is irrevocable, either in the name of Lenderthe Agent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not the Agent becomes a shareholder member or partner in any of the Company or notCompanies, to take any or all of the following actions, provided, however, that no such action shall be permitted or undertaken by Agent unless an Event of Default shall have occurred and be continuing:
(i) 1. to ask, demand, xxx sxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender the Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, deliver in the name of Assignor, any checks, notes, drafts, instruments or and other evidences of payment received in payment of or on account of all or any portion of the Collateral, Collateral and Assignor hereby waives presentment, demand, protest protest, and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) 2. to institute one or more actions against any of the Company Companies or any shareholder member or partner thereof in connection with the collection of the DistributionsCollateral, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's the Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of any of the Organizational Agreements of any Company with respect to the Distributions or release of any of the Company Companies or any shareholder thereof member or partner thereof, respectively, from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the any of such Organizational Agreements; it being specifically understood and agreed, however, that Lender the Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required hereinherein or in the other Loan Documents) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, thereof or any of Assignor's ’s rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in Lenderthe Agent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00, xxxxxSection 14 hereof.
(xd) Notwithstanding anything in this Section 4 to the contrary, so long as no Event of Default has occurred and is continuing, or would occur as a result thereof, Assignor shall have a right (revocable upon the occurrence and during the continuation of an Event of Default) to receive any Distributions as permitted under the Credit Agreement. Notwithstanding anything contained herein to the contrary, Assignor hereby authorizes no such income to be distributed shall be attributable to rents, accounts, accounts receivable, fees or other amounts paid more than one (1) month in advance, and directs the Company and the directors, officers and shareholders thereof provided further that such amounts to pay all Distributions from or relating to be distributed shall not include any proceeds of any sale, transfer, assignment, conveyance, option or other disposition of, or any pledgemortgage, mortgagehypothecation, encumbrance, financing or refinancing of of, or casualty or condemnation of, any of the Collateral Properties, or the Mortgaged Property any other Person in which it directly to Lender (regardless or indirectly holds an interest, any principal payments of whether such event is permitted under any notes receivable, any amounts otherwise required by the terms of the Loan Documents), and all such Distributions received by Assignor shall Documents to be promptly delivered paid to Lender, in the same form as received, with the addition only Agent or any other items of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction income which are extraordinary or of the Obligations in such order as set forth in the Credit Agreementa non-recurring nature.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (American Realty Capital Healthcare Trust II, Inc.)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments Notwithstanding the foregoing, the Agent hereby grants to Assignor a license to receive, collect and apply any Distributions that are made at any time other than when an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, Assignor hereby agrees that such license shall be revoked, and hereby irrevocably directs the Company that any payments under or with respect to the Distributions made at any time thereafter shall be made and governed as follows:
(i) Assignor shall have no right to receive any such payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, when an Event of Default has occurred and is continuing, and all such payments shall be delivered directly by the Company to Lender.the Agent for application in accordance with the terms of the Loan Agreement; and
(ii) If Assignor shall receive any such payments made under or with respect to the Distributions, or upon any such redemption or conversion of the Collateral, Assignor shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds the benefit of AssignorAgent, and will immediately pay and deliver in kind, remit all such payments directly to Lender the Agent for further distribution and application by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
(iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct the Company and its directors, officers and shareholders that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms of the Cash Collateral Loan Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company to promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment sale or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof under the terms of the Organizational AgreementsAgreement in accordance with the Loan Agreement.
(c) Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-factattorney‑in‑fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder the sole member in the Company or not(as such right is granted in Section 2(a) hereof), to take any or all of the following actionsactions at such time as an Event of Default has occurred and is continuing:
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, drafts and other instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against the Company or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Organizational Agreements Agreement with respect to the Distributions or release the Company or any shareholder thereof partner thereof, from their respective its obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the Organizational AgreementsAgreement; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing during the term of this Assignment and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Section 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
Samples: Collateral Assignment of Membership Interests Agreement (Washington Prime Group, L.P.)
Collection of Distributions. (a) a. It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Notwithstanding the foregoing, the Agent hereby grants to Assignor a license to receive, collect and apply any Distributions that are made at any time other than when an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, Assignor hereby agrees that such license shall be revoked, and hereby irrevocably directs the Company that any payments under or with respect to the Distributions made at any time thereafter shall be made and governed, as follows. Payments under or with respect to the Distributions shall be made as follows:
(i) i. Assignor shall have no right to receive payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, and all such payments shall be delivered directly by the Company to Lenderthe Agent.
(ii) . If Assignor shall receive any payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, Assignor shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Assignor, Agent and will shall deliver them to the Agent immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreementon demand.
(iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct the Company and its directors, officers and shareholders that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Agent.
b. Assignor shall have a license (revocable upon cause the occurrence of an Event of Default) Company to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms promptly distribute all net proceeds of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option sale or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof under the terms of the Organizational AgreementsAgreement in accordance with the Loan Agreement.
(c) c. Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder member in the Company or notCompany, to take any or all of the following actionsactions at such time as a Default or Unmatured Default has occurred and is continuing:
(i) i. to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are is otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, drafts and other instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) . to institute one or more actions against the Company or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Organizational Agreements Agreement with respect to the Distributions or release the Company or any shareholder thereof member thereof, from their respective its obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the Organizational AgreementsAgreement; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Section 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments Notwithstanding the foregoing, the Agent hereby grants to Assignor a license to receive, collect and apply any Distributions that are made at any time other than when an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, Assignor hereby agrees that such license shall be revoked, and hereby irrevocably directs the Company that any payments under or with respect to the Distributions made at any time thereafter shall be made and governed as follows:
(i) Assignor shall have no right to receive any such payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral when an Event of Default has occurred and is continuing, and all such payments shall be delivered directly by the Company to Lender.the Agent for application in accordance with the terms of the Credit Agreement; and
(ii) If Assignor shall receive any such payments made under or with respect to the Distributions, or upon any such redemption or conversion of the Collateral, Assignor shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of AssignorAgent, and will immediately pay and deliver in kind, remit all such payments directly to Lender the Agent for further distribution and application by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
(iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct the Company and its directors, officers and shareholders that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms of the Cash Collateral Credit Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company to promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment sale or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof under the terms of the Organizational AgreementsAgreement in accordance with the Credit Agreement.
(c) Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-factattorney‑in‑fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder member in the Company or not(as such right is granted in Section 2(a) hereof), to take any or all of the following actionsactions at such time as a Default or Unmatured Default has occurred and is continuing:
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are is otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, drafts and other instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, ; and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and15031925\V-9
(ii) to institute one or more actions against the Company or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Organizational Agreements Agreement with respect to the Distributions or release the Company or any shareholder thereof member thereof, from their respective its obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the Organizational AgreementsAgreement; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Section 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
Samples: Secured Line of Credit Loan Agreement (Glimcher Realty Trust)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i) Assignor Assignors shall have no right to receive payments made under or with respect to the Distributions, and all such payments shall be delivered directly by the Company to LenderLender pursuant to the terms of the Cash Collateral Agreement.
(ii) If Assignor Assignors shall receive any payments made under or with respect to the Distributions, Assignor Assignors shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of AssignorAssignors, and will immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
(iii) Assignor Assignors hereby agrees agree for the benefit of the Company that all payments actually received by Lender Xxxxxx shall be deemed payments to Assignor Assignors by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor Assignors that portion of any payments actually received by Lender Xxxxxx from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does Assignors do hereby notify and direct the Company and its directors, officers and shareholders members that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Assignor Assignors shall have a license (revocable upon the occurrence of an Event of Default) to receive collect such amounts as are distributable to Assignor from amounts distributed to Borrower Assignors pursuant to the terms of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to AssignorAssignors, including, without limitation, any amounts arising from the sale, transfer, assignment, assignment conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, of any interest of Assignor Assignors in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor Assignors shall cause the Company promptly to distribute all net proceeds of the sale, transfer, assignment, conveyance, option, assignment option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder member thereof under the terms of the Organizational Agreements.
(c) Each Assignor hereby irrevocably designates and appoints Lender its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of LenderXxxxxx, or in the name of such Assignor, at such Assignor's sole cost and expense, and regardless of whether Lender Xxxxxx becomes a shareholder member in the Company or not, to take any or all of the following actions:
(i) to ask, demand, xxx sue for, attach, levyxxxx, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of such Assignor which are otherwise required of such Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of such Assignor, any checks, notes, drafts, instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor Assignors hereby waives waive presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against the Company or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in LenderXxxxxx's sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Organizational Agreements with respect to the Distributions or release the Company or any shareholder member thereof from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor Assignors under the Organizational Agreements; it being specifically understood and agreed, however, that Lender shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's Assignors' rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in Lender, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Paragraph 13, xxxxxbelow.
(xd) Notwithstanding anything herein to the contrary, Assignor Assignors hereby authorizes authorize and directs direct the Company and the directors, officers and shareholders members thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of of, any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor Assignors shall be promptly delivered to Lender, Lender in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to LenderLender and, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
Samples: Assignment of Member's Interest (Wellsford Real Properties Inc)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender the Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i) i. Assignor shall not have no any right to receive payments made under or with respect to the DistributionsDistributions (including, without limitation, any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or casualty to or condemnation of, any of the Collateral or any real or personal property of any Company or any Person in which a Company may directly or indirectly own any interest (collectively the “Property”), or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), and all such payments shall be delivered directly by the Company Companies, as applicable, to Lenderthe Agent for application by the Agent in satisfaction of the Secured Obligations in accordance with the Credit Agreement.
(ii) . If Assignor shall receive any payments made under or with respect to the DistributionsDistributions (including, without limitation, any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or payment of, or casualty to or condemnation of, any of the Collateral or the Property, or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), Assignor shall hold all such payments in trust for Lenderthe Agent, will not co-mingle commingle such payments with other funds of Assignor, and will immediately pay and deliver in kind, all such payments directly to Lender the Agent (with such endorsements and assignments as may be necessary to transfer title to the Agent) for application by Lender the Agent in satisfaction of the Secured Obligations in such order as set forth in accordance with the Credit Agreement.
(iii) . Assignor hereby agrees for the benefit of each of the Company Companies and any member or partner thereof, that all payments actually received by Lender the Agent hereunder or pursuant hereto shall be deemed payments to Assignor by the respective Company. Lender , as the case may be, the Agent shall apply any and all such payments actually received by Lender the Agent in satisfaction of the Secured Obligations in such order as set forth in accordance with the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) . In furtherance of the foregoing, Assignor does hereby notify and direct each of the Company Companies and its directors, officers their members and shareholders partners that all payments under or with respect to the Distributions shall be made directly to Lender the Agent at the address of Lender the Agent set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, herein.
(b) Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms cause each of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend Companies to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from promptly distribute all net proceeds of the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Companyor payment of, or casualty to, or condemnation of, any of their respective assets or properties, and the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or propertiestheir respective subsidiaries, and any and all other Distributions distributable or payable by the Company Companies or any shareholder thereof member or partner thereof, under the terms of the Organizational AgreementsAgreements of the Companies.
(c) To the extent permitted by law, Assignor hereby irrevocably designates and appoints Lender the Agent its true and lawful attorney-in-attorney in fact, which appointment is coupled with an interestinterest and is irrevocable, either in the name of Lenderthe Agent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not the Agent becomes a shareholder member or partner in any of the Company or notCompanies, to take any or all of the following actions, provided, however, that no such action shall be permitted or undertaken by the Agent unless an Event of Default shall have occurred and be continuing:
(i) i. to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender the Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, deliver in the name of Assignor, any checks, notes, drafts, instruments or and other evidences of payment received in payment of or on account of all or any portion of the Collateral, Collateral and Assignor hereby waives presentment, demand, protest protest, and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) . to institute one or more actions against any of the Company Companies or any shareholder member or partner thereof in connection with the collection of the DistributionsCollateral, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's the Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of any of the Organizational Agreements of any Company with respect to the Distributions or release of any of the Company Companies or any shareholder thereof member or partner thereof, respectively, from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the any of such Organizational Agreements; it being specifically understood and agreed, however, that Lender the Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required hereinherein or in the other Loan Documents) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, thereof or any of Assignor's ’s rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in Lenderthe Agent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00, xxxxxSection 14 hereof.
(xd) Notwithstanding anything in this Section 4 to the contrary, Assignor shall have a right (revocable upon the occurrence and during the continuation of an Event of Default) to receive any Distributions as permitted under the Credit Agreement so long as no Event of Default has occurred and is continuing or would occur as a result of the making of such Distributions or Assignor’s receipt thereof. Notwithstanding anything contained herein to the contrary, Assignor hereby authorizes no such income to be distributed shall be attributable to rents, accounts, accounts receivable, fees or other amounts paid more than one (1) month in advance, and directs the Company and the directors, officers and shareholders thereof provided further that such amounts to pay all Distributions from or relating to be distributed shall not include any proceeds of any sale, transfer, assignment, conveyance, option or other disposition of, or any pledgemortgage, mortgagehypothecation, encumbrance, financing or refinancing of of, or casualty or condemnation of, any of the Collateral Properties, or the Mortgaged Property any other Person in which it directly to Lender (regardless or indirectly holds an interest, any principal payments of whether such event is permitted under any notes receivable, any amounts otherwise required by the terms of the Loan Documents), and all such Distributions received by Assignor shall Documents to be promptly delivered paid to Lender, in the same form as received, with the addition only Agent or any other items of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction income which are extraordinary or of the Obligations in such order as set forth in the Credit Agreementa non-recurring nature.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender the Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i) Assignor shall not have no any right to receive payments made under or with respect to the DistributionsDistributions (including, without limitation, any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or casualty to or condemnation of, any of the Collateral or any real or personal property of the Company or any Person in which the Company may directly or indirectly own any interest (collectively the “Property”), or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), and all such payments shall be delivered directly by the Company Companies, as applicable, to Lenderthe Agent for application by the Agent in satisfaction of the Secured Obligations in accordance with the Credit Agreement.
(ii) If Assignor shall receive any payments made under or with respect to the DistributionsDistributions (including, without limitation, any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or payment of, or casualty to or condemnation of, any of the Collateral or the Property, or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), Assignor shall hold all such payments in trust for Lenderthe Agent, will not co-mingle commingle such payments with other funds of Assignor, and will immediately pay and deliver in kind, all such payments directly to Lender the Agent (with such endorsements and assignments as may be necessary to transfer title to the Agent) for application by Lender the Agent in satisfaction of the Secured Obligations in such order as set forth in accordance with the Credit Agreement.
(iii) Assignor hereby agrees for the benefit of each of the Company Companies and any member or partner thereof, that all payments actually received by Lender the Agent hereunder or pursuant hereto shall be deemed payments to Assignor by the respective Company. Lender , as the case may be, the Agent shall apply any and all such payments actually received by Lender the Agent in satisfaction of the Secured Obligations in such order as set forth in accordance with the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct each of the Company Companies and its directors, officers their members and shareholders partners that all payments under or with respect to the Distributions shall be made directly to Lender the Agent at the address of Lender the Agent set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, herein.
(b) Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms cause each of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend Companies to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from promptly distribute all net proceeds of the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Companyor payment of, or casualty to, or condemnation of, any of their respective assets or properties, and the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or propertiestheir respective subsidiaries, and any and all other Distributions distributable or payable by the Company Companies or any shareholder thereof member or partner thereof, under the terms of the Organizational AgreementsAgreements of the Companies.
(c) To the extent permitted by law, Assignor hereby irrevocably designates and appoints Lender the Agent its true and lawful attorney-in-attorney in fact, which appointment is coupled with an interestinterest and is irrevocable, either in the name of Lenderthe Agent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not the Agent becomes a shareholder member or partner in any of the Company or notCompanies, to take any or all of the following actions; provided, however, that no such action shall be permitted or undertaken by Agent unless an Event of Default shall have occurred and be continuing:
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender the Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, deliver in the name of Assignor, any checks, notes, drafts, instruments or and other evidences of payment received in payment of or on account of all or any portion of the Collateral, Collateral and Assignor hereby waives presentment, demand, protest protest, and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against any of the Company Companies or any shareholder member or partner thereof in connection with the collection of the DistributionsCollateral, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's the Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of any of the Organizational Agreements of any Company with respect to the Distributions or release of any of the Company Companies or any shareholder thereof member or partner thereof, respectively, from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the any of such Organizational Agreements; it being specifically understood and agreed, however, that Lender the Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required hereinherein or in the other Loan Documents) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, thereof or any of Assignor's ’s rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in Lenderthe Agent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00, xxxxxSection 14 hereof.
(xd) Notwithstanding anything in this Section 4 to the contrary, so long as no Event of Default has occurred and is continuing, or would occur as a result thereof, Assignor shall have a right (revocable upon the occurrence and during the continuation of an Event of Default) to receive any Distributions as permitted under the Credit Agreement. Notwithstanding anything contained herein to the contrary, Assignor hereby authorizes no such income to be distributed shall be attributable to rents, accounts, accounts receivable, fees or other amounts paid more than one (1) month in advance, and directs the Company and the directors, officers and shareholders thereof provided further that such amounts to pay all Distributions from or relating to be distributed shall not include any proceeds of any sale, transfer, assignment, conveyance, option or other disposition of, or any pledgemortgage, mortgagehypothecation, encumbrance, financing or refinancing of of, or casualty or condemnation of, any of the Collateral Properties, or the Mortgaged Property any other Person in which it directly to Lender (regardless or indirectly holds an interest, any principal payments of whether such event is permitted under any notes receivable, any amounts otherwise required by the terms of the Loan Documents), and all such Distributions received by Assignor shall Documents to be promptly delivered paid to Lender, in the same form as received, with the addition only Agent or any other items of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction income which are extraordinary or of the Obligations in such order as set forth in the Credit Agreementa non-recurring nature.
Appears in 1 contract
Samples: Collateral Assignment of Interests (Carter Validus Mission Critical REIT II, Inc.)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:
(i) Assignor shall not have no any right to receive payments made under or with respect to the Distributions, (including without limitation any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, any of the Collateral in, or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents) and all such payments shall be delivered directly by the Company Corporations, as applicable, to LenderAgent for application by Agent in satisfaction of the Obligations in accordance with the Loan Documents.
(ii) If Assignor shall receive any payments made under or with respect to the DistributionsDistributions (including without limitation any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or any of the Collateral, or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), Assignor shall hold all such payments in trust for LenderAgent, will not co-mingle commingle such payments with other funds of Assignor, and will immediately pay and deliver in kind, all such payments directly to Lender Agent (with such endorsements and assignments as may be necessary to transfer title to Agent) for application by Lender Agent in satisfaction of the Obligations in such order as set forth in accordance with the Credit AgreementLoan Documents.
(iii) Assignor hereby agrees for the benefit of each of the Company Corporations and any shareholder thereof, that all payments actually received by Lender Agent hereunder or pursuant hereto shall be deemed payments to Assignor by the Company. Lender respective Corporation, as the case may be, Agent shall apply any and all such payments actually received by Lender Agent in satisfaction of the Obligations in such order as set forth in accordance with the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the ObligationsLoan Documents.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct each of the Company Corporations and its directors, officers and their shareholders that all payments under or with respect to the Distributions shall be made directly to Lender Agent at the address of Lender Agent set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Assignor shall have a license herein.
(revocable b) Effective only upon the occurrence and during the continuance of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof under the terms of the Organizational Agreements.
(c) Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-fact, which appointment is coupled with an interestinterest and is irrevocable, either in the name of LenderAgent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder in any of the Company or notCorporations, to take any or all of the following actions:
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, deliver in the name of Assignor, any checks, notes, drafts, instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, Collateral and Assignor hereby waives presentment, demand, protest protest, and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against any of the Company or any shareholder thereof Corporations in connection with the collection of the DistributionsCollateral, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of any of the Organizational Agreements of any Corporation in which Assignor is a shareholder with respect to the Distributions or release of any of the Company or any shareholder thereof Corporations, respectively, from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the any of such Organizational Agreements; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required hereinherein or in the other Loan Documents) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, thereof or any of Assignor's ’s rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Paragraph 14, xxxxxbelow.
(xc) Notwithstanding anything herein contained in this Paragraph 4 to the contrary, Assignor hereby authorizes provided no Event of Default has occurred and directs is continuing or would occur as a result thereof, but subject to the Company terms of this Assignment and the directorsLoan Agreement, officers and shareholders thereof Assignor shall have a license (revocable upon the occurrence of an Event of Default) to pay all receive, retain, spend, distribute or otherwise use any ordinary quarterly Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing paid in the ordinary course of business of any of the Corporations released to Assignor pursuant to the Cash Collateral Agreement; provided, however, any Distributions relating to payments which are extraordinary or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms a non-recurring nature including, without limitation, payments upon dissolution or liquidation of any of the Loan Documents)Corporations, proceeds upon a redemption or conversion of the Collateral, return of capital or repayment of loans shall be applied against the principal balance of the Loan, and all such Distributions received by Assignor shall not be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lenderretained, and pending such deliveryspent, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received distributed or otherwise used by Lender in satisfaction of the Obligations in such order as set forth in the Credit AgreementAssignor.
Appears in 1 contract
Collection of Distributions. (a) a. It is acknowledged and agreed by the parties hereto that Lender Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Notwithstanding the foregoing, the Agent hereby grants to Assignor a license to receive, collect and apply any Distributions that are made at any time other than when an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, Assignor hereby agrees that such license shall be revoked, and hereby irrevocably directs the Company that any payments under or with respect to the Distributions made at any time thereafter shall be made and governed, as follows. Payments under or with respect to the Distributions shall be made as follows:
(i) i. Assignor shall have no right to receive payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, and all such payments shall be delivered directly by the Company to Lenderthe Agent.
(ii) . If Assignor shall receive any payments made under or with respect to the Distributions, or upon any redemption or conversion of the Collateral, Assignor shall hold all such payments in trust for Lender, will not co-mingle such payments with other funds of Assignor, Agent and will shall deliver them to the Agent immediately pay and deliver in kind, all such payments directly to Lender for application by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreementon demand.
(iii) Assignor hereby agrees for the benefit of the Company that all payments actually received by Lender shall be deemed payments to Assignor by the Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligations.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct the Company and its directors, officers and shareholders that all payments under or with respect to the Distributions shall be made directly to Lender at the address of Lender set forth in the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 to the contrary, so long as no Event of Default has occurred, Agent.
b. Assignor shall have a license (revocable upon cause the occurrence of an Event of Default) Company to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms promptly distribute all net proceeds of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from the sale, transfer, assignment, conveyance, option sale or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Company, any of the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or properties, and any and all other Distributions distributable or payable by the Company or any shareholder thereof under the terms of the Organizational AgreementsAgreement in accordance with the Loan Agreement.
(c) c. Assignor hereby irrevocably designates and appoints Lender Agent its true and lawful attorney-in-factattorney‑in‑fact, which appointment is coupled with an interest, either in the name of LenderAgent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not Agent becomes a shareholder member in the Company or notCompany, to take any or all of the following actionsactions at such time as a Default or Unmatured Default has occurred and is continuing:
(i) i. to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are is otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, in the name of Assignor, any checks, notes, drafts, drafts and other instruments or other evidences of payment received in payment of or on account of all or any portion of the Collateral, and Assignor hereby waives presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) . to institute one or more actions against the Company or any shareholder member thereof in connection with the collection of the Distributions, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Organizational Agreements Agreement with respect to the Distributions or release the Company or any shareholder thereof member thereof, from their respective its obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the Organizational AgreementsAgreement; it being specifically understood and agreed, however, that Lender Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required herein) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, or any of Assignor's rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in LenderAgent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00Section 13, xxxxxbelow.
(x) Notwithstanding anything herein to the contrary, Assignor hereby authorizes and directs the Company and the directors, officers and shareholders thereof to pay all Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of any of the Collateral or the Mortgaged Property directly to Lender (regardless of whether such event is permitted under the terms of the Loan Documents), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
Samples: Collateral Assignment of Interests (Glimcher Realty Trust)
Collection of Distributions. (a) It is acknowledged and agreed by the parties hereto that Lender the Agent shall have sole and exclusive possession of the Distributions and that this Agreement Assignment constitutes a present, absolute and current assignment of all the Distributions and is effective upon the execution and delivery hereof. Payments under or with respect to the Distributions shall be made as follows:: ASSIGNMENT OF INTERESTS (CONDOR)
(i) Assignor shall not have no any right to receive payments made under or with respect to the DistributionsDistributions (including, without limitation, any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or casualty to or condemnation of, any of the Collateral or any real or personal property of the Company (collectively, the “Property”), or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), and all such payments shall be delivered directly by the Company Companies, as applicable, to Lenderthe Agent for application by the Agent to the Secured Obligations in accordance with the Credit Agreement.
(ii) If Assignor shall receive any payments made under or with respect to the DistributionsDistributions (including, without limitation, any Distributions from or relating to any sale, transfer, assignment, conveyance, option or other disposition of, or any pledge, mortgage, encumbrance, financing or refinancing of, or payment of, or casualty to or condemnation of, any of the Collateral or the Property, or upon any redemption or conversion of the Collateral, regardless of whether such event is permitted under the terms of the Loan Documents), Assignor shall hold all such payments in trust for Lenderthe Agent, will not co-mingle commingle such payments with other funds of Assignor, and will immediately pay and deliver in kind, all such payments directly to Lender the Agent (with such endorsements and assignments as may be necessary to transfer title to the Agent) for application by Lender in satisfaction of the Agent to the Secured Obligations in such order as set forth in accordance with the Credit Agreement.
(iii) Assignor hereby agrees for the benefit of each of the Company Companies and any member or manager thereof, that all payments actually received by Lender the Agent hereunder or pursuant hereto shall be deemed payments to Assignor by the respective Company. Lender shall apply any and all such payments actually received by Lender in satisfaction of , as the Obligations in such order as set forth in the Credit Agreement. Lender shall return to Assignor that portion of any payments actually received by Lender from the Company which Lender determines, in the exercise of its sole and absolute discretion but in good faith, is not needed to repay the Obligationscase may be.
(iv) In furtherance of the foregoing, Assignor does hereby notify and direct each of the Company Companies and its directors, officers their members and shareholders managers that all payments under or with respect to the Distributions shall be made directly to Lender the Agent at the address of Lender set forth in herein for application by the Cash Collateral Agreement. Notwithstanding anything in this Paragraph 4 Agent to the contrary, so long as no Event of Default has occurred, Secured Obligations in accordance with the Credit Agreement.
(b) Assignor shall have a license (revocable upon the occurrence of an Event of Default) to receive such amounts as are distributable to Assignor from amounts distributed to Borrower pursuant to the terms cause each of the Cash Collateral Agreement; it being understood and agreed that such license shall not extend Companies to other amounts payable or distributable to Assignor, including, without limitation, any amounts arising from promptly distribute all net proceeds of the sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any interest of Assignor in the Companyor payment of, or casualty to, or condemnation of, any of their respective assets or properties, and the assets or properties of the Company or any assets or properties of any other Person in which the Company directly or indirectly owns an interest (regardless of whether such event is permitted under the terms of the Loan Documents).
(b) Assignor shall cause the Company promptly to distribute all net proceeds of the sale, transfer, conveyance, option, assignment or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of, any of its assets or propertiestheir respective subsidiaries, and any and all other Distributions distributable or payable by the Company Companies or any shareholder thereof member or manager thereof, under the terms of the Organizational AgreementsAgreements of the Companies.
(c) To the extent permitted by law, Assignor hereby irrevocably designates and appoints Lender the Agent its true and lawful attorney-in-attorney in fact, which appointment is coupled with an interestinterest and is irrevocable, either in the name of Lenderthe Agent, or in the name of Assignor, at Assignor's ’s sole cost and expense, and regardless of whether Lender or not the Agent becomes a shareholder member or manager in any of the Company or notCompanies, to take any or all of the following actions:, provided, however, that no such action shall be permitted or undertaken by Agent unless an Event of Default shall have occurred and be continuing: ASSIGNMENT OF INTERESTS (CONDOR)
(i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Collateral and to take any and all actions as Lender the Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of Assignor which are otherwise required of Assignor under the terms of any agreement as conditions precedent to the payment of the Distributions, and the right and power to receive, endorse, assign and deliver, deliver in the name of Assignor, any checks, notes, drafts, instruments or and other evidences of payment received in payment of or on account of all or any portion of the Collateral, Collateral and Assignor hereby waives presentment, demand, protest protest, and notice of demand, protest and non-payment of any instrument so endorsed; and
(ii) to institute one or more actions against any of the Company Companies or any shareholder member or manager thereof in connection with the collection of the DistributionsCollateral, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Lender's the Agent’s sole and absolute discretion, with respect to such Distributions, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of any of the Organizational Agreements of any Company with respect to the Distributions or release of any of the Company Companies or any shareholder thereof member or manager thereof, respectively, from their respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, Assignor under the any of such Organizational Agreements; it being specifically understood and agreed, however, that Lender the Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required hereinherein or in the other Loan Documents) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Collateral, or any portion thereof, thereof or any of Assignor's ’s rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in Lenderthe Agent, its successors and assigns until this Agreement Assignment terminates as provided in Xxxxxxxxx 00, xxxxxSection 14 hereof.
(xd) Notwithstanding anything in this Section 4 to the contrary, so long as no Event of Default has occurred and is continuing, or would occur as a result thereof, Assignor shall have a right (revocable upon the occurrence and during the continuation of an Event of Default) to receive any Distributions as permitted under the Credit Agreement. Notwithstanding anything contained herein to the contrary, Assignor hereby authorizes no such income to be distributed shall be attributable to rents, accounts, accounts receivable, fees or other amounts paid more than one (1) month in advance, and directs provided further that the Company and the directors, officers and shareholders thereof right to pay all receive such Distributions from or relating to shall not include any proceeds of any sale, transfer, assignment, conveyance, option or other disposition of, or any pledgemortgage, mortgagehypothecation, encumbrance, financing or refinancing of of, or casualty or condemnation of, any of the Collateral Properties, or any other Person in which it directly or indirectly holds an interest except after compliance with the Mortgaged Property directly to Lender (regardless terms of whether such event is permitted under §5.5 of the Credit Agreement, any principal payments of any notes receivable, any amounts otherwise required by the terms of the Loan DocumentsDocuments to be paid to the Agent or any other items of income which are extraordinary or of a non-recurring nature. ASSIGNMENT OF INTERESTS (CONDOR), and all such Distributions received by Assignor shall be promptly delivered to Lender, in the same form as received, with the addition only of such endorsements and assignments as may be necessary to transfer title to Lender, and pending such delivery, all such Distributions shall be held in trust for Lender. Lender shall apply any such payments actually received by Lender in satisfaction of the Obligations in such order as set forth in the Credit Agreement.
Appears in 1 contract
