Common use of Terms of Assignment Clause in Contracts

Terms of Assignment. It is acknowledged and agreed by the parties hereto that Agent shall have sole and exclusive possession of the Collateral and that this Assignment constitutes a present, absolute and current assignment of all the Collateral and is effective upon the execution and delivery hereof. Payments under or with respect to the Collateral shall be made as follows: (a) Assignor shall have no right to receive payments made under or with respect to the Collateral, and all such payments shall be delivered directly by the applicable Maker to Agent for application by Agent in accordance with the provisions of the Loan Documents. (b) If Assignor shall receive any payments made under or with respect to the Collateral, Assignor shall hold all such payments in trust for Agent, will not commingle such payments with other funds of such Assignor, and will immediately pay and deliver in kind all such payments directly to Agent (with such endorsements and assignments as may be necessary to transfer title to Agent) for application by Agent in accordance with the provisions of the Loan Documents. (c) Assignor hereby agrees for the benefit of Maker that all payments actually received by Agent hereunder or pursuant hereto shall be deemed payments to Assignor by the applicable Maker. Agent shall apply any and all such payments actually received by Agent in accordance with the provisions of the Loan Documents. (d) In furtherance of the foregoing, Assignor does hereby notify and direct Maker that all payments under or with respect to the Collateral shall be made directly to Agent at the address of Agent set forth in the Credit Agreement, provided that Agent shall not request any Maker to make such payments directly to Agent until the occurrence of an Event of Default. Notwithstanding anything in this Section 2.02 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 collect all amounts payable to be applied as current interest under the Collateral Documents as and when the same become due but not prior to such time; it being understood and agreed that such license shall not extend to other amounts payable under the Collateral Notes or other Collateral Documents, including, without limitation, any amounts paid thereunder which are voluntary or involuntary payments of principal, or amounts to be applied against or attributable to principal, except as otherwise specifically set forth in the Loan Documents.

Terms of Assignment. It is acknowledged By executing and agreed by delivering an Assignment and Assumption Agreement, the Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto that Agent shall have sole and exclusive possession of the Collateral and that this Assignment constitutes a present, absolute and current assignment of all the Collateral and is effective upon the execution and delivery hereof. Payments under or with respect to the Collateral shall be made as follows: (a) Assignor shall have other than as provided in such Assignment and Assumption Agreement, such Lender makes no right representation or warranty and assumes no responsibility with respect to receive payments any statements, warranties or representations made under in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency of value of this Agreement or any other instrument or document furnished pursuant hereto; (b) such Lender makes no representation or warranty and assumes no responsibility with respect to the Collateral, and all such payments shall be delivered directly financial condition of the Borrower or the Sponsor or the performance or observance by the applicable Maker to Agent for application by Agent in accordance with Borrower or the provisions Sponsor of the Loan Documents. (b) If Assignor shall receive any payments made of their respective obligations under this Agreement or with respect to the Collateral, Assignor shall hold all such payments in trust for Agent, will not commingle such payments with any other funds of such Assignor, and will immediately pay and deliver in kind all such payments directly to Agent (with such endorsements and assignments as may be necessary to transfer title to Agent) for application by Agent in accordance with the provisions of the Loan Documents.instrument or document furnished pursuant hereto; (c) Assignor hereby agrees for the benefit such assignee confirms that it has received a copy of Maker that all payments actually received by Agent hereunder or pursuant hereto shall be deemed payments to Assignor by the applicable Maker. Agent shall apply any and all such payments actually received by Agent in accordance this Agreement, together with the provisions copies of the Loan Documents.most recently delivered Financial Statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (d) In furtherance such assignee will, independently and without reliance upon the Administrative Agent, such Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (e) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (f) such assignee agrees that it will perform in accordance with their terms all of the foregoing, Assignor does hereby notify and direct Maker that all payments under or with respect to obligations which by the Collateral shall be made directly to Agent at the address terms of Agent set forth in the Credit Agreement, provided that Agent shall not request any Maker to make such payments directly to Agent until the occurrence of an Event of Default. Notwithstanding anything in this Section 2.02 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 collect all amounts payable Agreement are required to be applied performed by it as current interest under the Collateral Documents as and when the same become due but not prior to such time; it being understood and agreed that such license shall not extend to other amounts payable under the Collateral Notes or other Collateral Documents, including, without limitation, any amounts paid thereunder which are voluntary or involuntary payments of principal, or amounts to be applied against or attributable to principal, except as otherwise specifically set forth in the Loan Documentsa Lender.

Terms of Assignment. It is acknowledged and agreed by the parties hereto that Agent shall have sole and exclusive possession of the Collateral and that this Assignment constitutes a present, absolute present and current assignment of all the Collateral and is effective upon the execution and delivery hereof. Payments under or with respect to the Collateral shall be made as follows: (a) Assignor Except as hereinafter specifically set forth, Borrower shall have no right to receive payments made under or with respect to the Collateral, and all such payments shall be delivered directly by the applicable Maker Obligor or any other party liable thereon to Agent for application by Agent in accordance with the provisions benefit of the Loan DocumentsLenders. (b) If Assignor Borrower shall receive any payments made under or with respect to the Collateral, Assignor Borrower shall hold all such payments in trust for Agent, will not commingle co-mingle such payments with other funds of such AssignorBorrower, and will immediately pay and deliver in kind kind, all such payments directly to Agent (with such endorsements and assignments as may be necessary to transfer title to Agent) for application by Agent and Lenders in satisfaction of the Obligations in such order as Agent and Lenders shall determine in accordance with the applicable provisions of the Loan DocumentsCredit Agreement. (c) Assignor Xxxxxxxx hereby agrees for the benefit of Maker Obligor that all payments actually received by Agent hereunder or pursuant hereto shall be deemed payments to Assignor Borrower by the applicable MakerXxxxxxx. Agent and Lenders shall apply any and all such payments actually received by Agent in satisfaction of the Obligations in such order as Agent and Lenders shall determine in accordance with the applicable provisions of the Loan DocumentsCredit Agreement. Agent shall return to Borrower that portion of any payments actually received by Agent from Obligor which Agent determines, in the exercise of its sole discretion, is not needed to repay the Obligations. (d) In furtherance of the foregoing, Assignor Borrower does hereby notify and direct Maker Obligor that all payments under or with respect to the Collateral shall be made directly to Agent at the address of Agent set forth in the Credit Agreement, provided that Agent shall not request any Maker to make such payments directly to Agent until the occurrence of an Event of Default. Notwithstanding anything in this Section 2.02 to the contrary, so long as no Event of Default has occurred, Assignor Borrower shall have a license (revocable upon the occurrence of an Event of Default) to collect collect, but no more than one (1) month prior to accrual, all amounts payable and to be applied as current interest under the Collateral Documents as and when Notes or any other Collateral Document or payments made by Xxxxxx under the same become due but not prior Participation Agreement with respect to such timepayments of interest under the Abbey Loan Documents; it being understood and agreed that such license shall not extend to other amounts payable under the Collateral Notes Notes, the Collateral Participation Documents or other Collateral Documents, including, without limitation, any amounts paid thereunder which are voluntary or involuntary payments payment of principal, principal or amounts to be applied against or attributable to principal, except as otherwise specifically set forth in principal paid under the Abbey Loan Documents.. ARTICLE THREE ------------- COVENANTS, REPRESENTATIONS AND WARRANTIES OF BORROWER ----------------------------------------------------- Borrower hereby warrants and represents to, and covenants and agrees with, Agent as follows: