Common use of Assignor Covenants Clause in Contracts

Assignor Covenants. Assignor covenants and agrees that, until such time as this Assignment is terminated and released by Lender: (a) Assignor shall not, without first obtaining Lender's written consent (which consent may be granted or withheld by Lender in Lender's sole discretion), (i) assign, sell, pledge, hypothecate, or otherwise encumber or transfer (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration) any of Assignor's rights under the Interest Rate Cap Agreement, (ii) modify, terminate or waive any of Assignor's rights under the Interest Rate Cap Agreement (except as expressly permitted by the definition of "Interest Rate Cap Agreement" or in Section 4.33 of the Loan Agreement) or (iii) to the extent consent from Assignor is required, consent to any assignment or transfer by the Counterparty of the Interest Rate Cap Agreement. (b) All amounts payable by Counterparty to Assignor under the Interest Rate Cap Agreement shall be (i) paid directly to Lender and (ii) applied upon receipt to amounts then due and payable in accordance with the terms and provisions of the Loan Agreement. (c) Assignor, at Assignor's expense, shall take all actions reasonably requested by Lender to enforce Assignor's rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty thereunder and shall not waive Assignor's right to any payment due thereunder.

Assignor Covenants. (A) Assignor covenants and agrees that, until such time as this Assignment is terminated and released by Lender: with Assignee that Assignor (a) shall observe and perform all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (b) shall promptly send to Assignee copies of all notices of default which Assignor shall notreceive under the Leases; (c) shall not collect any Rents more than one (1) month in advance; (d) shall not execute any other assignment of lessor's interest in the Leases or the Rents; (e) shall execute and deliver at the request of Assignee all such further assurances, confirmations and assignments in connection with the Mortgaged Property as Assignee shall from time to time require; (f) shall not enter into any new lease of the Mortgaged Property without first obtaining the prior written consent of Assignee (unless such new Lease satisfies the Approval Conditions described below), and in any event, any new Lease shall be on a form of lease approved by Assignee, or any other commercially reasonable form; (g) shall deliver to Assignee, upon request, tenant estoppel certificates from each commercial Lessee at the Mortgaged Property in form and substance reasonably satisfactory to Assignee (provided, however, that Assignor shall not be required to deliver such certificates more frequently than one (1) time in any calendar year); and (h) shall deliver to Assignee, at Assignee's request, executed copies of all Leases now existing or hereafter arising. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement on Lender's then current form to tenants under future Leases promptly upon request with such commercially reasonable changes as may be requested by tenants, from time to time, and which are reasonably acceptable to Lender. (B) Assignor further covenants with Assignee that, except to the extent that Assignor is acting in the ordinary course of business as a prudent operator of property similar to the Mortgaged Property, Assignor (a) shall promptly send to Assignee copies of all notices of default which Assignor shall send to Lessees under the Leases; (b) shall enforce all of the terms, covenants and conditions contained in the Leases upon the part of the Lessees thereunder to be observed or performed, short of termination thereof; (c) subject to Section 3 hereof, shall not alter, modify or change the terms of the Leases without the prior written consent (of Assignee, or cancel or terminate the Leases or accept a surrender thereof or take any other action which consent would effect a merger of the estates and rights of, or a termination or diminution of the obligations of, Lessees thereunder, provided however, that any Lease may be granted canceled if at the time of cancellation thereof a new Lease is entered into on substantially the same terms or withheld by Lender in Lender's sole discretion)more favorable terms as the canceled Lease; (d) subject to Section 3 hereof, (i) assignshall not alter, sellmodify, pledgechange or consent to the alteration, hypothecate, modification or otherwise encumber or transfer (directly or indirectly, voluntarily or involuntarily, by operation change of law or otherwise, and whether or not for consideration) the terms of any guaranty of any of Assignor's rights under the Interest Rate Cap Agreement, (ii) modifyLeases or cancel, terminate or waive any of Assignor's rights under the Interest Rate Cap Agreement (except as expressly permitted by the definition of "Interest Rate Cap Agreement" or in Section 4.33 of the Loan Agreement) or (iii) consent to the extent cancellation or termination of any such guaranty without the prior written consent from Assignor is requiredof Assignee; (e) subject to Section 3 hereof, shall not consent to any assignment of or transfer by the Counterparty of the Interest Rate Cap Agreement. (b) All amounts payable by Counterparty to Assignor subletting under the Interest Rate Cap Agreement shall be (i) paid directly to Lender and (ii) applied upon receipt to amounts then due and payable Leases not in accordance with their terms, without the terms prior written consent of Assignee; and provisions (f) subject to Section 3 hereof, shall not waive, release, reduce, discount or otherwise discharge or compromise the payment of any of the Loan Agreement. (c) Assignor, at Assignor's expense, shall take all actions reasonably requested by Lender Rents to enforce Assignor's rights accrue under the Interest Rate Cap Agreement in the event of a default by the Counterparty thereunder and shall not waive Assignor's right to any payment due thereunderLeases.