Common use of Absolute Assignment Clause in Contracts

Absolute Assignment. 3.1 IN CONSIDERATION of the above premises, the Assignor as beneficial owner HEREBY ASSIGNS ABSOLUTELY unto the Assignee the full and entire benefits and advantages of the Assignor's present and future rights, title, interests and the full and entire benefit in and to the Property vested in the Assignor by, under or pursuant to the Sale and Purchase Agreement and the Related Documents together with the right of enforcement thereof or thereunder, as security for the payment to the Assignee of the Indebtedness or any part thereof and any monies payable and covenanted to be paid by the Assignor to the Assignee under the Property Sale Agreement which the Assignee hereby accepts and PROVIDED ALWAYS and notwithstanding this Assignment, the Assignor shall and hereby undertakes to continue to observe, perform and be bound by all conditions, covenants and stipulations expressed and contained in the Sale and Purchase Agreement and the Related Documents assigned to the Assignee under this Assignment. The Assignor shall at all times hereafter save harmless and keep the Assignee indemnified against all actions, proceedings, damages, penalties, claims, demands, costs and expenses which may be brought or made against or incurred by the Assignee by reason or on account of the non-observance of all or any of the terms and conditions of the Sale and Purchase Agreement, the Related Documents and the Contract Document and/or Renovation Agreement on the part of the Assignor, and on the part of the Customer as contained in the Property Sale Agreement, the Related Documents and the Contract Document and/or Renovation Agreement and the Assignor shall promptly upon a demand being made by the Assignee pay to the Assignee all amounts so paid suffered or incurred by the Assignee. The Assignor shall further indemnify the Assignee against all claims, demands, action, fines, penalties and legal proceedings whatsoever made against or charged or imposed upon the Assignee by the Government or any local or other authority or any person or body or corporation whatsoever arising from or in connection with any act or omission done or omitted to be done by any person whomsoever in or in respect of or pertaining to the Property. 3.2 Upon full payment of the Indebtedness and all monies as aforesaid owing to the Assignee, the Assignee shall at the cost of the Assignor reassign to the Assignor the Property and all rights, interests and title under the Sale and Purchase Agreement and Related Documents assigned to the Assignee hereunder.

Absolute Assignment. 3.1 IN CONSIDERATION (a) In consideration of the above premises, the Assignor as beneficial owner HEREBY ASSIGNS ABSOLUTELY unto hereby absolutely assigns all of the Assignee the Assignor’s full and entire benefits and advantages of the Assignor's present and future benefits, rights, title, title and interests and the full and entire benefit whatsoever in and to the Property vested in including all benefits, rights and interest of the Assignor by, under or pursuant to in the Sale and Purchase Agreement Agreement, any other agreement and/or contract and the Related Documents together with the Assignor’s right of the enforcement thereof or thereunder, to the Bank as security for the payment to the Assignee of the Indebtedness or any part thereof and any monies payable and covenanted to be paid by the Customer and /or Assignor to the Assignee under Bank of the Property Sale Agreement which Secured Amounts and all other monies and liabilities whatsoever as may now or at any time and from time to time hereafter owing and payable thereunder. Notwithstanding the Assignee hereby accepts and PROVIDED ALWAYS and notwithstanding this Assignmentassignment herein contained or any other provision of the Master Facility Agreement, the Assignor shall and hereby undertakes undertake to continue to observe, perform and be bound by all whatsoever conditions, covenants and stipulations therein on the part of the Assignor expressed and contained in the Sale and Purchase Agreement and the Related Documents and/or any other agreement and/or contract assigned to the Assignee Bank under this Assignment. The . (b) For the consideration aforesaid the Assignor shall at all times hereafter save harmless hereby irrevocably agrees and keep covenants with and undertakes to the Assignee indemnified against all actions, proceedings, damages, penalties, claims, demands, costs Bank to execute in favour of and expenses which may be brought or made against or incurred to deliver to the Bank a power of attorney in form and substances prescribed by the Assignee Bank to enable the Bank to exercise more readily the rights remedies and powers conferred upon the Bank in respect of the Property. (c) The Bank shall have no obligation or liability under the Sale and Purchase Agreement by reason of or on account arising out of this Assignment, nor shall the Bank be required or obligated in any manner to observe or perform any of the non-observance conditions or obligations of all the Customer and / or any Assignor under or pursuant to the Sale and Purchase Agreement, except to: (i) make progress releases out of the proceeds of the Facility to the Developer / Vendor or such other persons under the terms and conditions of the Master Facility Agreement) where applicable; or (ii) present or file any claim or to take any other action to enforce the terms of the Sale and Purchase Agreement, the Related Documents and the Contract Document and/or Renovation Agreement on the part of the Assignor, and on the part of the Customer as contained in the Property Sale Agreement, the Related Documents and the Contract Document and/or Renovation Agreement and the Assignor shall promptly upon a demand being made by the Assignee pay to the Assignee all amounts so paid suffered or incurred by the Assignee. . (d) The Assignor shall further indemnify not request the Assignee against all claims, demands, action, fines, penalties and legal proceedings whatsoever made against Bank to stop or charged or imposed upon defer any disbursement of the Assignee by Facility if the Government or Bank has already given any local or other authority or undertaking to any person or body or corporation whatsoever arising from or in connection with any act or omission done or omitted third parties to be done by any person whomsoever in or in respect of or pertaining disburse the Facility unless such third party expressly agrees to the Property. 3.2 Upon full payment Assignor’s request and the release and discharge of the Indebtedness and all monies as aforesaid owing to the Assignee, the Assignee shall at the cost of the Assignor reassign to the Assignor the Property and all rights, interests and title under the Sale and Purchase Agreement and Related Documents assigned to the Assignee hereunderBank from its undertaking.

Absolute Assignment. 3.1 IN CONSIDERATION It is the intention of the above premisesAssignor and Assignee that this Agreement shall evidence a sale of the Receivables and other related property from the Assignor to the Assignee (for non-tax purposes), as of the date hereof, in the case of the Initial Receivables, and as of the date of the related Supplemental Agreement, in the case of the Subsequent Receivables, and that such Conveyed Assets shall not be treated as property of the Assignor as beneficial owner HEREBY ASSIGNS ABSOLUTELY unto the Assignee the full and entire benefits and advantages debtor-in-possession or by a bankruptcy trustee in any insolvency, bankruptcy or other similar proceeding in respect of the Assignor's present and future rightsAssignor under any Applicable Law. Further, title, interests and it is not the full and entire benefit in and to the Property vested in the Assignor by, under or pursuant to the Sale and Purchase Agreement and the Related Documents together with the right of enforcement thereof or thereunder, as security for the payment to the Assignee intent of the Indebtedness or parties hereto that any part thereof and any monies payable and covenanted to such assignment be paid deemed a grant by the Assignor to the Assignee of a mere security interest (for non-tax purposes) in any of the Conveyed Assets in order to secure a debt or other obligation of the Assignor. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, the transfer and assignment contemplated hereby is held not to be a true or absolute sale (for non-tax purposes), this Agreement shall constitute a security agreement under the Property Sale Agreement which the Assignee hereby accepts and PROVIDED ALWAYS and notwithstanding this AssignmentApplicable Law, and, in such event, the Assignor shall be deemed to have granted, and the Assignor hereby undertakes to continue to observegrants, perform and be bound by all conditionsas of the date hereof, covenants and stipulations expressed and contained in the Sale case of the Initial Receivables, and Purchase Agreement and as of the Related Documents assigned date of the related Supplemental Agreement, in the case of the Subsequent Receivables, to the Assignee under this Assignment. The Assignor shall at a first priority security interest in all times hereafter save harmless accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and keep other property consisting of, arising from or relating to such Conveyed Assets, for the benefit of the Assignee indemnified against all actions, proceedings, damages, penalties, claims, demands, costs and expenses which may be brought or made against or incurred by the Assignee by reason or on account of the non-observance of all or any of the terms and conditions of the Sale and Purchase Agreement, the Related Documents and the Contract Document and/or Renovation Agreement on the part of its assignees as security for the Assignor, and on the part of the Customer as contained in the Property Sale Agreement, the Related Documents and the Contract Document and/or Renovation Agreement 's obligations hereunder and the Assignor shall promptly upon a demand being made consents to the pledge of the foregoing Conveyed Assets to the Indenture Trustee under the Indenture entered into by the Assignee pay to Trust and the Assignee all amounts so paid suffered or incurred by the Assignee. The Assignor shall further indemnify the Assignee against all claims, demands, action, fines, penalties and legal proceedings whatsoever made against or charged or imposed upon the Assignee by the Government or any local or other authority or any person or body or corporation whatsoever arising from or in connection with any act or omission done or omitted to be done by any person whomsoever in or in respect of or pertaining to the PropertyIndenture Trustee. 3.2 Upon full payment of the Indebtedness and all monies as aforesaid owing to the Assignee, the Assignee shall at the cost of the Assignor reassign to the Assignor the Property and all rights, interests and title under the Sale and Purchase Agreement and Related Documents assigned to the Assignee hereunder.

Absolute Assignment. 3.1 IN CONSIDERATION Mortgagor hereby irrevocably, absolutely, presently and unconditionally assigns to Mortgagee: (a) All of the above premisesMortgagors right, the Assignor as beneficial owner HEREBY ASSIGNS ABSOLUTELY unto the Assignee the full title and entire benefits interest In, to and advantages under any and all leases. licenses and other agreements of the Assignor's present and future rights, title, interests and the full and entire benefit in and any kind relating to the Property vested in the Assignor by, under use or pursuant to the Sale and Purchase Agreement and the Related Documents together with the right of enforcement thereof or thereunder, as security for the payment to the Assignee of the Indebtedness or any part thereof and any monies payable and covenanted to be paid by the Assignor to the Assignee under the Property Sale Agreement which the Assignee hereby accepts and PROVIDED ALWAYS and notwithstanding this Assignment, the Assignor shall and hereby undertakes to continue to observe, perform and be bound by all conditions, covenants and stipulations expressed and contained in the Sale and Purchase Agreement and the Related Documents assigned to the Assignee under this Assignment. The Assignor shall at all times hereafter save harmless and keep the Assignee indemnified against all actions, proceedings, damages, penalties, claims, demands, costs and expenses which may be brought or made against or incurred by the Assignee by reason or on account of the non-observance occupancy of all or any portion of the terms and conditions of Property, whether now in effect or entered into In the Sale and Purchase Agreementfuture {collectively, the Related Documents “Leases,” Individually, a “Lease”), including {i) all guarantees of and the Contract Document and/or Renovation Agreement on the part of the Assignorsecurity for lessees' performance under any and all Leases, and on all amendments, extensions, renewals or modifications to any Leases; and (b) All rents (and payments in lieu of rents), income. profit, payments and revenue at any time payable under any and all Leases, any and all security deposits received or to be received by Mortgagor pursuant to any and all Leases, and all rights and benefits accrued or to accrue to Mortgagor under any and all Leases (collectively “Rents”)THIS IS AN ABSOLUTE ASSIGNMENT, NOT AN ASSIGNMENT FOR SECURITY ONLY. (c) Grant of License. Mortgagee hereby confers upon M0itgagor e license (the part “License”) to collect and retain the Rents as they become due and payable, so long as no Event of Default, as defined in Section 7.1, shall exist and be continuing. If an Event of Default has occurred and is continuing, Mortgagee shall have the Customer as contained right. which it may choose to exercise in its sole discretion, to terminate the Property Sale AgreementLicense without notice to or demand upon Mortgagor, the Related Documents and the Contract Document and/or Renovation Agreement and the Assignor shall promptly upon a demand being made by the Assignee pay without regard to the Assignee all amounts so paid suffered or incurred by the Assignee. The Assignor shall further indemnify the Assignee against all claims, demands, action, fines, penalties and legal proceedings whatsoever made against or charged or imposed upon the Assignee by the Government or any local or other authority or any person or body or corporation whatsoever arising from or in connection with any act or omission done or omitted to be done by any person whomsoever in or in respect adequacy of or pertaining to the PropertyMortgagee's security under this Mortgage. 3.2 Upon full payment of the Indebtedness and all monies as aforesaid owing to the Assignee, the Assignee shall at the cost of the Assignor reassign to the Assignor the Property and all rights, interests and title under the Sale and Purchase Agreement and Related Documents assigned to the Assignee hereunder.

Absolute Assignment. 3.1 IN CONSIDERATION Trustor absolutely, irrevocably and unconditionally grants, transfers and assigns to Beneficiary all Rents and Profits. Prior to the occurrence of an Event of Default, Trustor shall have a license to collect and retain on the terms of this Section 2.14 all Rents and Profits as they become due and payable. Upon the occurrence of an Event of Default, Trustor's license to collect the Rents and Profits shall automatically be revoked without notice to Trustor. Following such revocation, Beneficiary shall be entitled to collect and retain all Rents and Profits, whether or not Beneficiary has taken possession of the above premisesProperty, and Trustor shall immediately pay or deliver to Beneficiary any Rents and Profits then held or thereafter collected by Trustor. All Rents and Profits collected by or on behalf of Beneficiary may be applied by Beneficiary to the Obligations in such order and amounts as Beneficiary may determine. If Beneficiary elects to seek the appointment of a receiver following the occurrence of an Event of Default, Trustor irrevocably and unconditionally consents to the appointment of a receiver without regard to the adequacy of the security for any of the Obligations. Notwithstanding anything to the contrary contained in this Deed of Trust, the Assignor assignment of Rents and Profits contained in this Section is an absolute assignment and not an assignment as beneficial owner HEREBY ASSIGNS ABSOLUTELY unto security. Neither the Assignee assignment of Rents and Profits contained in this Section nor any action taken by Beneficiary to collect the full Rents and entire benefits and advantages Profits shall be deemed to make Beneficiary a mortgagee-in-possession of the AssignorProperty or shall be deemed to render Beneficiary directly or indirectly liable or responsible for (i) the use, control, condition, care, operation, occupancy, management, repair, or leasing of the Property; (ii) the production of Rents and Profits from the Property; or (iii) the performance or observance of any or all of Trustor's present and future rightsduties, titleobligations, interests and the full and entire benefit in and representations, or warranties under any Leases or other agreements relating to the Property vested Rents and Profits. Beneficiary shall have no responsibility or liability of any kind for any failure or delay by Beneficiary in the Assignor by, under or pursuant to the Sale and Purchase Agreement and the Related Documents together with the right of enforcement thereof or thereunder, as security for the payment to the Assignee of the Indebtedness or any part thereof and any monies payable and covenanted to be paid by the Assignor to the Assignee under the Property Sale Agreement which the Assignee hereby accepts and PROVIDED ALWAYS and notwithstanding this Assignment, the Assignor shall and hereby undertakes to continue to observe, perform and be bound by all conditions, covenants and stipulations expressed and contained in the Sale and Purchase Agreement and the Related Documents assigned to the Assignee under this Assignment. The Assignor shall at all times hereafter save harmless and keep the Assignee indemnified against all actions, proceedings, damages, penalties, claims, demands, costs and expenses which may be brought or made against or incurred by the Assignee by reason or on account of the non-observance of all or enforcing any of the terms and or conditions of the Sale and Purchase Agreement, the Related Documents and the Contract Document and/or Renovation Agreement on the part of the Assignor, and on the part of the Customer as contained in the Property Sale Agreement, the Related Documents and the Contract Document and/or Renovation Agreement and the Assignor shall promptly upon a demand being made by the Assignee pay to the Assignee all amounts so paid suffered or incurred by the Assignee. The Assignor shall further indemnify the Assignee against all claims, demands, action, fines, penalties and legal proceedings whatsoever made against or charged or imposed upon the Assignee by the Government or any local or other authority or any person or body or corporation whatsoever arising from or in connection with any act or omission done or omitted to be done by any person whomsoever in or in respect of or pertaining to the Propertythis Section 2.14. 3.2 Upon full payment of the Indebtedness and all monies as aforesaid owing to the Assignee, the Assignee shall at the cost of the Assignor reassign to the Assignor the Property and all rights, interests and title under the Sale and Purchase Agreement and Related Documents assigned to the Assignee hereunder.

Absolute Assignment. 3.1 IN CONSIDERATION All of the above premisesRents and all proceeds payable under any ------------------- policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Property, together with any and all rights that Assignor may have against any Tenant under such Leases or any subtenants or occupants of any part of the Property and any award made hereafter to Assignor as beneficial owner HEREBY ASSIGNS ABSOLUTELY unto in any court proceeding involving any of the Tenants or in any bankruptcy, insolvency, or reorganization proceedings in any state or federal court, and all payments by Tenants in lieu of Rent, are hereby absolutely and unconditionally assigned to Assignee, to be applied by Assignee in payment of the Indebtedness. Assignor hereby further assigns to Assignee the full Leases. It is understood and entire benefits agreed by the parties that this assignment is intended to be and advantages is an absolute assignment from Assignor to Assignee, and not merely the passing of a security interest; provided, however, that prior to the occurrence and continuance of an Event of Default, Assignor shall have a license, without joinder of Assignee, to enforce the Leases subject to the terms of the Assignor's present Mortgage, and future rightsto collect the Rents and insurance proceeds and payments in lieu of Rents described herein as they come due (but not more than one (1) month in advance) and to retain, titleuse and enjoy the same. Assignor shall, interests upon request of Assignee, execute confirmatory assignments of any specific Leases affecting any part of the Property prior to or at any time there is not an Event of Default. Upon the occurrence and during the continuance of any Event of Default, Assignee may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the Indebtedness and the full and entire benefit in and to the Property vested Obligations (as defined in the Assignor byMortgage), under enter upon and take possession of the Property, or any part thereof, in its own name sue for or otherwise collect the Rents, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon the Indebtedness and in such order as Assignee may so determine. The collection of Rents, or the entering upon and taking possession of the Property, or the application thereof as aforesaid, shall not cure or waive any Event of Default or notice of an Event of Default hereunder or invalidate any act done in response to such Event of Default or pursuant to such notice of an Event of Default. In the Sale and Purchase Agreement and the Related Documents together with the right of enforcement thereof or thereunderevent Assignor, as security for lessor under the payment Leases, shall fail to perform and fulfill any term, covenant, condition, or provision in the Assignee of the Indebtedness Leases, or any of them, on its part thereof and any monies payable and covenanted to be paid by performed or fulfilled, at the Assignor to time and in the Assignee under manner in the Property Sale Agreement which the Assignee hereby accepts and PROVIDED ALWAYS and notwithstanding this AssignmentLeases provided, or if the Assignor shall and hereby undertakes suffer or permit to continue to observe, perform and be bound by all conditions, covenants and stipulations expressed and contained in occur any breach or default under the Sale and Purchase Agreement and the Related Documents assigned to the Assignee under provisions of this Assignment. The Assignor shall at all times hereafter save harmless and keep the Assignee indemnified against all actions, proceedings, damages, penalties, claims, demands, costs and expenses which may be brought or made against or incurred by the Assignee by reason or on account Assignment of the non-observance of all Leases, or any of them, and such default shall continue for a period of thirty (30) days following the terms giving of written notice of such default to Assignor, then and conditions in any such event, such breach or default shall constitute an Event of Default. Assignor further agrees that Assignee may enforce this Assignment without first resorting to or exhausting any security or collateral for the Loan; however, nothing herein contained shall prevent Assignee from exercising any other right under any of the Sale and Purchase Agreement, the Related Documents and the Contract Document and/or Renovation Agreement on the part of the Assignor, and on the part of the Customer as contained in the Property Sale Agreement, the Related Documents and the Contract Document and/or Renovation Agreement and the Assignor shall promptly upon a demand being made by the Assignee pay to the Assignee all amounts so paid suffered or incurred by the Assignee. The Assignor shall further indemnify the Assignee against all claims, demands, action, fines, penalties and legal proceedings whatsoever made against or charged or imposed upon the Assignee by the Government or any local or other authority or any person or body or corporation whatsoever arising from or in connection with any act or omission done or omitted to be done by any person whomsoever in or in respect of or pertaining to the PropertyLoan Documents. 3.2 Upon full payment of the Indebtedness and all monies as aforesaid owing to the Assignee, the Assignee shall at the cost of the Assignor reassign to the Assignor the Property and all rights, interests and title under the Sale and Purchase Agreement and Related Documents assigned to the Assignee hereunder.