Common use of Assignee’s Covenants Clause in Contracts

Assignee’s Covenants. The Assignee covenants with the Landlord that: as from the date of the Assignment until such time as the Assignee is released pursuant to the 1995 Act the Assignee will pay the rents reserved by the Lease and observe and perform the Tenant Covenants; where such Assignment is registrable or results in the Lease being registrable at H.M. Land Registry pursuant to the 2002 Act the Assignee will register the Assignment as soon as reasonably practicable after the date of the Assignment but in any event within two months; within one month of completion of the registration of the Assignment at H.M. Land Registry the Assignee will give to the Landlord notice in writing, together with a certified copy of the Assignment and official copies with title plans of the entries in all registered titles affected. [if at any time, any application is made to H. M. Land Registry to note or register (whether pursuant to Clause [4.1.1] above or otherwise) this Licence, the Lease, or any interests rights or covenants contained in the Lease (or any document supplemental to it), the Assignee agrees that (subject to the Landlord providing completed forms EX1 and EX1A within 10 days of completion of this Licence together with a cheque for the requisite fee) it will submit simultaneously with such application to H.M. Land Registry any applications in forms EX1 and EX1A required by the Landlord] Where the Assignment is registrable or results in the Lease being registrable at H.M. Land Registry pursuant to the 2002 Act, the Assignee agrees that it will (with such assistance from the Landlord as is reasonably required) on the determination of the Term remove any reference to the Lease from the Landlord’s title, and close the title under which the Lease is registered.

Assignee’s Covenants. The (a) Assignee hereby covenants and agrees with Assignor that Assignee will keep confidential in all respects the terms and provisions hereof. (b) Assignee agrees to immediately assume all obligations with respect to federal and state income tax informational reporting for the period after the Effective Date including obligations with respect to Forms 1099 and 1098 and back-up withholding. Assignee further agrees to cooperate with Assignor to the extent necessary to allow Assignor to fulfill its obligations it may have with respect to such informational reporting for the Note for the period prior to the date of this Agreement. (c) Assignee agrees not to violate any law relating to privacy or unfair collection practices in connection with the Landlord that: Note purchased by Assignee hereunder. ASSIGNEE FURTHER AGREES TO INDEMNIFY ASSIGNOR AND HOLD ASSIGNOR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, PENALTIES, FINES, FORFEITURES, JUDGMENTS, LEGAL FEES AND OTHER COSTS, FEES AND EXPENSES AT ANY TIME INCURRED BY ASSIGNOR AS A RESULT OF (i) ASSIGNEE'S BREACH OF THE AFORESAID AGREEMENT OR (ii) ANY ACTS OR OMISSIONS OF ASSIGNEE RESULTING IN ANY CLAIM, DEMAND OR ASSERTION THAT ASSIGNOR, SUBSEQUENT TO THE DATE OF THIS AGREEMENT, WAS IN ANY WAY INVOLVED IN OR HAD IN ANY WAY AUTHORIZED ANY UNLAWFUL COLLECTION PRACTICES IN CONNECTION WITH THE NOTE OR THE OTHER LOAN DOCUMENTS. Each party agrees to notify the other within ten (10) days of receiving notice or knowledge of any such claim, demand or assertion. (d) From and after the date of this Agreement, Assignee shall assume all of Assignor's obligations and duties with respect to servicing the Note purchased hereunder and shall service the Note in accordance with commercially reasonable standards and applicable law. (e) Assignee warrants, represents and agrees that Assignee will not institute any legal action in the name of Assignor or continue to prosecute or defend in the name of Assignor any pending legal action; nor shall Assignee intentionally or unintentionally, through misrepresentation or nondisclosure, mislead any person as to, or conceal from any person, the identity of Assignee of the Note purchased pursuant to this sale; nor shall Assignee use or refer to the names Texas Commerce Bank National Association, Chase Bank of Texas, National Association, The Chase Manhattan Bank, JPMorgan Chase Bank or any name derived therefrom or confusingly similar therewith to promote Assignee's marketing, advertising, sale or transfer of the Note or any collateral securing the Note or the collection or management thereof; provided, however, that nothing herein shall be deemed to preclude Assignee from disclosing to potential transferees of the Note the fact that the Note was acquired from Assignor. Assignee shall immediately upon demand reimburse Assignor for any costs and expenses incurred by Assignor as a result of any claims, demands, suits, subpoenas or any costs incurred by Assignor in cooperating with Assignee in connection with or related to the Note and Loan Documents. Assignor, agrees, to cooperate with Assignee at Assignee's expense to transfer of record any collateral security for the Notes or to effect the transfers contemplated by this Agreement, at the reasonable request of the Assignee. Any amounts not paid within 5 business days will bear interest at a per annum interest rate of 18% from the date of the Assignment demand until such time as the Assignee is released pursuant to the 1995 Act the Assignee will pay the rents reserved by the Lease and observe and perform the Tenant Covenants; where such Assignment is registrable or results in the Lease being registrable at H.M. Land Registry pursuant to the 2002 Act the Assignee will register the Assignment as soon as reasonably practicable after the date of the Assignment but in any event within two months; within one month of completion of the registration of the Assignment at H.M. Land Registry the Assignee will give to the Landlord notice in writing, together with a certified copy of the Assignment and official copies with title plans of the entries in all registered titles affected. [if at any time, any application is made to H. M. Land Registry to note or register (whether pursuant to Clause [4.1.1] above or otherwise) this Licence, the Lease, or any interests rights or covenants contained in the Lease (or any document supplemental to it), the Assignee agrees that (subject to the Landlord providing completed forms EX1 and EX1A within 10 days of completion of this Licence together with a cheque for the requisite fee) it will submit simultaneously with such application to H.M. Land Registry any applications in forms EX1 and EX1A required by the Landlord] Where the Assignment is registrable or results in the Lease being registrable at H.M. Land Registry pursuant to the 2002 Act, the Assignee agrees that it will (with such assistance from the Landlord as is reasonably required) on the determination of the Term remove any reference to the Lease from the Landlord’s title, and close the title under which the Lease is registeredpaid.