DURATION OF ASSIGNMENT The scope of services of this Assignment shall be completed no later than August 31, 2023, unless terminated earlier as provided in Section 3.2 of the Agreement. The schedule is subject to adjustments for possible time extension; however, any extension of time must be approved by the TFC and shall require an amendment to Assignment No. 1.
Termination of Assignment Citizens and the Firm may each terminate a specific assignment or all assignments held by the Firm, at any time upon advanced written notice. Citizens may also reassign any matter at any time upon advanced written notice.
Prohibition of Assignment This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.
Notification of Assignment Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
Effect of Assignment Subject to the terms and conditions of this Section 9.6, as of the “Effective Date” specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 9.8) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising prior to the effective date of such assignment; (iii) the Revolving Commitments shall be modified to reflect the Revolving Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Revolving Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Revolving Loan Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Revolving Loan Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Revolving Loans of the assignee and/or the assigning Lender.
Recognition of Assignee (a) From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Assignee in its books and records, shall recognize the Assignee as the owner of the Mortgage Loans and shall, subject to subsection (b) below, service the Mortgage Loans for the benefit of the Assignee pursuant to the Servicing Agreement, the terms of which are incorporated herein by reference. The Servicer shall establish a separate Custodial Account for collections on the Mortgage Loans, and such Custodial Account shall be entitled “M&T Mortgage Corporation, as servicer in trust for [Trustee]”. It is the intention of the Assignor, Servicer and Assignee that the Servicing Agreement shall be binding upon and inure to the benefit of the Servicer and the Assignee and their successors and assigns.
(b) The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Servicing Agreement) will be subject to the supervision of the Master Servicer (except that the Master Servicer shall not be responsible for supervising the servicing of defaulted Mortgage Loans and REO Properties) and that the Master Servicer, acting on behalf of the Trustee as the owner of the Mortgage Loans, shall have the same rights as were assigned by the Assignor, in its capacity as the original owner under the Servicing Agreement, to the Depositor under the Bayview Assignment Agreement, and further assigned by the Depositor to the Trustee, on behalf of the Trust, hereunder. Such rights will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement, indemnification rights, the right to inspect the Servicer’s books and records and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer.
(c) All reports, notices and other written information required to be delivered to the Trustee, as the successor in interest to Bayview and the Assignor under the Servicing Agreement, shall also be delivered to the Master Servicer at the address set forth in Section 9 hereof. All remittances required to be made to the Trustee, as the successor in interest to Bayview and the Assignor under the Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account: ___________________ ABA# For credit to: Account Number: For further credit to: Collection Acct#
Right of Assignment No consent shall be required pursuant to Clause 17.1 in the case of an assignment by a Party to an Affiliate provided that:
(a) the Affiliate is technically capable of performing the Party’s obligations under this Agreement; and
(b) the assigning Party shall not be relieved of any obligations that such Affiliate fails to perform.
Recordation of Assignments If any Custodial File includes one or more assignments to the Trustee of Mortgage Notes and related Mortgages that have not been recorded, each such assignment shall be delivered by the Custodian to the Seller for the purpose of recording it in the appropriate public office for real property records, and the Seller, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment and, upon receipt thereof from such public office, shall return each such assignment to the Custodian.
Conditions of Assignment If Lessee desires to assign or sublet all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Leased Premises, it must so notify Lessor at least thirty days in advance of the date on which Lessee desires to make such assignment or sublease; provided, however, Lessee is permitted to sublet all or any part of the Leased Premises to Xxxxxxx Optics, Inc., or Optical Regen, Inc., with which it has a working relationship, without the prior written consent of Lessor. Lessee must provide Lessor with a copy of the proposed assignment or sublease and such information as Lessor might reasonably request concerning the proposed sublessee or assignee to allow Lessor to make informed judgments as to the financial condition, reputation, operations and general desirability of the proposed sublessee or assignee. Within fifteen days after Lessor’s receipt of Lessee’s proposed assignment or sublease and all required information concerning the proposed sublessee or assignee, Lessor may, in its sole and absolute discretion, either: (i) consent to the proposed assignment or sublease, pursuant to a Consent Agreement on a form approved by Lessor in its sole discretion, and, if the rent due and payable by any assignee or sublessee under any such permitted assignment or sublease (or a combination of the rent payable under such assignment or sublease plus any bonus or any other consideration or any payment incident thereto) exceeds the rent payable under this Lease for such space, Lessee shall pay to Lessor all such excess rent and other excess consideration within ten days following receipt thereof by Lessee; or (ii) refuse to consent to the proposed assignment or sublease, which refusal is deemed to have been exercised unless Lessor gives Lessee written notice providing otherwise. Upon the occurrence of an event of default, if all or any part of the Leased Premises are then assigned or sublet, Lessor, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Lessee by reason of the assignment or sublease. Lessee agrees that any collection directly by Lessor from the assignee or sublessee is not intended to constitute a novation or a release of Lessee or any guarantor from the further performance of its obligations under this Lease. As a condition to Lessor’s review of any assignment or sublease, Lessee must deliver to Lessor a non-refundable fee of $500.00 to defer Lessor’s administrative costs with respect thereto. In addition, all legal fees and expenses, not to exceed $1,000, incurred by Lessor in connection with the review by Lessor of Lessee’s requested assignment or sublease together with any legal fees and disbursements incurred in the preparation and/or review of any documentation required by the requested assignment or sublease, are the responsibility of Lessee and must be paid by Lessee within five (5) days of demand for payment thereof.
Acceptance of Assignment Assignee hereby accepts the assignment contained in paragraph 1 hereof.
