Common use of Assignment of Equipment Leases Clause in Contracts

Assignment of Equipment Leases. To the extent requested by Buyer, Seller will use its commercially reasonable efforts to assign to Buyer at the Closing Seller’s rights under the Equipment Leases, including seeking to obtain any required consents to such assignments from the lessor(s) to such Equipment Leases with respect to the equipment covered by such leases and used or held by used in the Transferred Territory. In the event Seller is unable to assign any such rights under the Equipment Leases (or the portion thereof relating to the Transferred Business) as of the Closing as a result of the failure to obtain any consent of any lessor under such Equipment Lease, it will notify Buyer promptly that it will not be able to assign such Equipment Lease (or such portion thereof) to Buyer at the Closing. From and after receipt of such notice, Buyer may renegotiate the Equipment Leases as leases of Buyer on terms and conditions (including with respect to costs and expenses with respect to such Equipment Leases) substantially similar to the terms and conditions contained in the Equipment Leases (or the portion thereof relating to the Transferred Business). In the event that both (A) Seller is unable to assign any Equipment Lease (or the portion thereof relating to the Transferred Business) to Buyer at the Closing and (B) Buyer is unable to renegotiate any Equipment Lease as a lease of Buyer on terms and conditions satisfactory to it, then Seller will, if requested by Buyer, exercise any “buy-out” rights contained in such Equipment Leases, such that Seller will acquire the personal property, equipment or vehicles underlying such Equipment Lease to the extent relating to the Transferred Business (a “Seller Lease Buy-Out”). Any Seller Lease Buy-Out consummated by Seller pursuant to this Section 2.5 will be at the sole cost and expense of Buyer, and any personal property, equipment or vehicles acquired by Seller upon the exercise of a Seller Lease Buy-Out will be transferred to Buyer at the Closing for no additional consideration. Any personal property, equipment or vehicles transferred to Buyer pursuant to this Section 2.5 will be deemed an “Acquired Asset” for all purposes under this Agreement.

Assignment of Equipment Leases. To secure the payment and performance of the Secured Obligations, Trustor (to the extent assignable) hereby sells, assigns, grants, transfers and sets over to Beneficiary all of Trustor's right, title and interest in and to the Equipment Leases relating to the Subject Property and in and to the furniture, fixtures, equipment and other items (herein called the "Leased Equipment") and any rights to acquire the Leased Equipment as set forth in the Equipment Leases relating thereto, or otherwise, and any and all extensions and renewals thereof and any and all substitutions therefor. Trustor will, from time to time, execute upon request of the Beneficiary, any and all reasonable instruments requested by BuyerBeneficiary to carry this instrument into effect. Trustor agrees to pay all sums when due and promptly perform all covenants and obligations required of the lessee under each Equipment Lease, Seller will including, to the extent required by the lessor under any Equipment Lease, keeping the Leased Equipment in good condition and repair, and making all necessary replacements or renewals thereof. Beneficiary shall not be responsible for or liable upon any of the agreements, undertakings or obligations imposed upon Trustor under any Equipment Lease, including, but not limited to, the payment of rent, until such time as Beneficiary takes actual possession 10 of the Leased Equipment and the Subject Property. So long as there shall exist no Default, Beneficiary shall not demand from the lessor under any Equipment Lease any rights of Trustor thereunder, nor shall Beneficiary be entitled to the use its commercially reasonable efforts and possession of the Leased Equipment. Upon or at any time after a Default, Trustor agrees to assign turn over and give up possession of the Leased Equipment to Buyer Beneficiary at the Closing Seller’s Subject Property, and Beneficiary may without notice, either in person or by agent, with or without bringing any action or proceeding, or by a receiver to be appointed by a court or to the extent permitted under the terms of this Deed of Trust, enter upon the Subject Property, take possession of, manage and operate the Leased Equipment, and in connection therewith: (x) Beneficiary may make, cancel, enforce or modify any Equipment Lease, repair, maintain and improve the Leased Equipment, employ agents, attorneys and accountants in connection with the enforcement of Beneficiary's rights hereunder and pay the reasonable fees and expenses thereof, and otherwise do and perform any and all acts and things which Beneficiary may deem necessary or appropriate in the protection of the Leased Equipment or the enforcement of Beneficiary's rights hereunder or under the Loan Agreement or any other Loan Document; and any and all amounts expended by Beneficiary in connection with the exercise of any rights granted under this Section 4.7 shall constitute additional Secured Obligations secured by this Deed of Trust; (y) the entering upon the Subject Property and taking possession of the Leased Equipment and the exercise of any of the rights hereinabove specified shall not cure, waive, modify or affect any Default hereunder or under the Loan Agreement or any other Loan Document; and (z) Beneficiary may acquire the Leased Equipment in accordance with the provisions of any Equipment Lease. Except as otherwise permitted hereunder and except for amendments that do not result in an Equipment Lease being less favorable to Trustor or Beneficiary, Trustor shall keep each Equipment Lease in full force and effect and will not modify, change, alter, supplement or amend any Equipment Lease. Trustor hereby warrants and represents that, with respect to each of the Equipment Leases, including seeking to obtain the execution and delivery of this Deed of Trust (and the performance of Trustor's obligations hereunder) do not cause or create a default under any required consents to such assignments from the lessor(s) to such Equipment Leases with respect to the equipment covered by such leases and used or held by used in the Transferred Territory. In the event Seller is unable to assign any such rights under the Equipment Leases (or the portion thereof relating to the Transferred Business) as of the Closing as a result of the failure to obtain any consent of any lessor under such Equipment Lease, it will notify Buyer promptly that it will not be able a right to assign such terminate any Equipment Lease or any other event that after the giving of notice, the passage of time or both could constitute a default (or provide the lessor under an Equipment Lease with a right to terminate). At the request of Beneficiary, Trustor shall cause this Deed of Trust to be served upon the lessor under any 11 Equipment Lease and shall use reasonable efforts to cause such portion thereof) lessor to Buyer at the Closing. From and after acknowledge receipt of such notice. Without limiting anything herein contained, Buyer may renegotiate this Deed of Trust shall vest in Beneficiary a security interest in each Equipment Lease and Trustor's interest in the Leased Equipment Leases as leases of Buyer on terms and conditions (including with respect to costs and expenses with respect to such Equipment Leases) substantially similar subject to the terms ownership and conditions contained security interest in the Leased Equipment of lessor, as provided for in the Equipment Leases (or the portion thereof relating to the Transferred BusinessLease). In the event that both (A) Seller is unable to assign any The Equipment Lease (or the portion thereof relating to the Transferred Business) to Buyer at the Closing Leases and (B) Buyer is unable to renegotiate any Leased Equipment Lease as a lease of Buyer on terms and conditions satisfactory to it, then Seller will, if requested by Buyer, exercise any “buy-out” rights contained in such Equipment Leases, such that Seller will acquire the personal property, equipment or vehicles underlying such Equipment Lease to the extent relating to the Transferred Business (a “Seller Lease Buy-Out”). Any Seller Lease Buy-Out consummated by Seller pursuant to this Section 2.5 will be at the sole cost and expense of Buyer, and any personal property, equipment or vehicles acquired by Seller upon the exercise of a Seller Lease Buy-Out will be transferred to Buyer at the Closing for no additional consideration. Any personal property, equipment or vehicles transferred to Buyer pursuant to this Section 2.5 will be deemed an “Acquired Asset” for all purposes under this Agreementshall constitute "Collateral" hereunder.

Assignment of Equipment Leases. To secure the payment and performance of the Secured Obligations, Trustor (to the extent assignable) hereby sells, assigns, grants, transfers and sets over to Beneficiary all of Trustor's right, title and interest in and to the Equipment Leases relating to the Subject Property and in and to the furniture, fixtures, equipment and other items (herein called the "Leased Equipment") and any rights to acquire the Leased Equipment as set forth in the Equipment Leases relating thereto, or otherwise, and any and all extensions and renewals thereof and any and all substitutions therefor. Trustor will, from time to time, execute upon request of the Beneficiary, any and all reasonable instruments requested by BuyerBeneficiary to carry this instrument into effect. Trustor agrees to pay all sums when due and promptly perform all covenants and obligations required of the lessee under each Equipment Lease, Seller will including, to the extent required by the lessor under any Equipment Lease, keeping the Leased Equipment in good condition and repair, and making all necessary replacements or renewals thereof. Beneficiary shall not be responsible for or liable upon any of the agreements, undertakings or obligations imposed upon Trustor under any Equipment Lease, including, but not limited to, the payment of rent, until such time as Beneficiary takes actual possession of the Leased Equipment and the Subject Property. So long as there shall exist no Default, Beneficiary shall not demand from the lessor under any Equipment Lease any rights of Trustor thereunder, nor shall Beneficiary be entitled to the use its commercially reasonable efforts and possession of the Leased Equipment. Upon or at any time after a Default, Trustor agrees to assign turn over and give up possession of the Leased Equipment to Buyer Beneficiary at the Closing Seller’s Subject Property, and Beneficiary may without notice, either in person or by agent, with or without bringing any action or proceeding, or by a receiver to be appointed by a court or to the extent permitted under the terms of this Deed of Trust, enter upon the Subject Property, take possession of, manage and operate the Leased Equipment, and in connection therewith: (x) Beneficiary may make, cancel, enforce or modify any Equipment Lease, repair, maintain and improve the Leased Equipment, employ agents, attorneys and accountants in connection with the enforcement of Beneficiary's rights hereunder and pay the reasonable fees and expenses thereof, and otherwise do and perform any and all acts and things which Beneficiary may deem necessary or appropriate in the protection of the Leased Equipment or the enforcement of Beneficiary's rights hereunder or under the Loan Agreement or any other Loan Document; and any and all amounts expended by Beneficiary in connection with the exercise of any rights granted under this Section 4.7 shall constitute additional Secured Obligations secured by this Deed of Trust; (y) the entering upon the Subject Property and taking possession of the Leased Equipment and the exercise of any of the rights hereinabove specified shall not cure, waive, modify or affect any Default hereunder or under the Loan Agreement or any other Loan Document; and (z) Beneficiary may acquire the Leased Equipment in accordance with the provisions of any Equipment Lease. Except as otherwise permitted hereunder and except for amendments that do not result in an Equipment Lease being less favorable to Trustor or Beneficiary, Trustor shall keep each Equipment Lease in full force and effect and will not modify, change, alter, supplement or amend any Equipment Lease. Trustor hereby warrants and represents that, with respect to each of the Equipment Leases, including seeking to obtain the execution and delivery of this Deed of Trust (and the performance of Trustor's obligations hereunder) do not cause or create a default under any required consents to such assignments from the lessor(s) to such Equipment Leases with respect to the equipment covered by such leases and used or held by used in the Transferred Territory. In the event Seller is unable to assign any such rights under the Equipment Leases (or the portion thereof relating to the Transferred Business) as of the Closing as a result of the failure to obtain any consent of any lessor under such Equipment Lease, it will notify Buyer promptly that it will not be able a right to assign such terminate any Equipment Lease or any other event that after the giving of notice, the passage of time or both could constitute a default (or provide the lessor under an Equipment Lease with a right to terminate). At the request of Beneficiary, Trustor shall cause this Deed of Trust to be served upon the lessor under any Equipment Lease and shall use reasonable efforts to cause such portion thereof) lessor to Buyer at the Closing. From and after acknowledge receipt of such notice. Without limiting anything herein contained, Buyer may renegotiate this Deed of Trust shall vest in Beneficiary a security interest in each Equipment Lease and Trustor's interest in the Leased Equipment Leases as leases of Buyer on terms and conditions (including with respect to costs and expenses with respect to such Equipment Leases) substantially similar subject to the terms ownership and conditions contained security interest in the Leased Equipment of lessor, as provided for in the Equipment Leases (or the portion thereof relating to the Transferred BusinessLease). In the event that both (A) Seller is unable to assign any The Equipment Lease (or the portion thereof relating to the Transferred Business) to Buyer at the Closing Leases and (B) Buyer is unable to renegotiate any Leased Equipment Lease as a lease of Buyer on terms and conditions satisfactory to it, then Seller will, if requested by Buyer, exercise any “buy-out” rights contained in such Equipment Leases, such that Seller will acquire the personal property, equipment or vehicles underlying such Equipment Lease to the extent relating to the Transferred Business (a “Seller Lease Buy-Out”). Any Seller Lease Buy-Out consummated by Seller pursuant to this Section 2.5 will be at the sole cost and expense of Buyer, and any personal property, equipment or vehicles acquired by Seller upon the exercise of a Seller Lease Buy-Out will be transferred to Buyer at the Closing for no additional consideration. Any personal property, equipment or vehicles transferred to Buyer pursuant to this Section 2.5 will be deemed an “Acquired Asset” for all purposes under this Agreementshall constitute "Collateral" hereunder.

Assignment of Equipment Leases. To secure the payment and performance of the Secured Obligations, Grantor (to the extent assignable) hereby 9 sells, assigns, grants, transfers and sets over to Beneficiary all of Grantor's right, title and interest in and to the Equipment Leases relating to the Subject Property and in and to the furniture, fixtures, equipment and other items (herein called the "Leased Equipment") and any rights to acquire the Leased Equipment as set forth in the Equipment Leases relating thereto, or otherwise, and any and all extensions and renewals thereof and any and all substitutions therefor. Grantor will, from time to time, execute upon request of the Beneficiary, any and all reasonable instruments requested by BuyerBeneficiary to carry this instrument into effect. Grantor agrees to pay all sums when due and promptly perform all covenants and obligations required of the lessee under each Equipment Lease, Seller will including, to the extent required by the lessor under any Equipment Lease, keeping the Leased Equipment in good condition and repair, and making all necessary replacements or renewals thereof. Beneficiary shall not be responsible for or liable upon any of the agreements, undertakings or obligations imposed upon Grantor under any Equipment Lease, including, but not limited to, the payment of rent, until such time as Beneficiary takes actual possession of the Leased Equipment and the Subject Property. So long as there shall exist no Default, Beneficiary shall not demand from the lessor under any Equipment Lease any rights of Grantor thereunder, nor shall Beneficiary be entitled to the use its commercially reasonable efforts and possession of the Leased Equipment. Upon or at any time after a Default, Grantor agrees to assign turn over and give up possession of the Leased Equipment to Buyer Beneficiary at the Closing Seller’s Subject Property, and Beneficiary may without notice, either in person or by agent, with or without bringing any action or proceeding, or by a receiver to be appointed by a court or to the extent permitted under the terms of this Deed of Trust, enter upon the Subject Property, take possession of, manage and operate the Leased Equipment, and in connection therewith: (x) Beneficiary may make, cancel, enforce or modify any Equipment Lease, repair, maintain and improve the Leased Equipment, employ agents, attorneys and accountants in connection with the enforcement of Beneficiary's rights hereunder and pay the reasonable fees and expenses thereof, and otherwise do and perform any and all acts and things which Beneficiary may deem necessary or appropriate in the protection of the Leased Equipment or the enforcement of Beneficiary's rights hereunder or under the Loan Agreement or any other Loan Document; and any and all amounts expended by Beneficiary in connection with the exercise of any rights granted under this Section 4.7 shall constitute additional Secured Obligations secured by this Deed of Trust; (y) the entering upon the Subject Property and taking possession of the Leased Equipment and the exercise of any of the rights hereinabove specified shall not cure, waive, modify or affect any Default hereunder or under the Loan Agreement or any other Loan Document; and (z) Beneficiary may acquire the Leased Equipment in accordance with the provisions of any Equipment Lease. Except as otherwise permitted hereunder and except for amendments that do not result in an Equipment Lease being less favorable to Grantor or Beneficiary, Grantor shall keep each Equipment Lease in full force and effect and will not modify, change, alter, supplement or amend any Equipment Lease. Grantor hereby warrants and represents that, with respect to each of the Equipment Leases, including seeking to obtain the execution and 10 delivery of this Deed of Trust (and the performance of Grantor's obligations hereunder) do not cause or create a default under any required consents to such assignments from the lessor(s) to such Equipment Leases with respect to the equipment covered by such leases and used or held by used in the Transferred Territory. In the event Seller is unable to assign any such rights under the Equipment Leases (or the portion thereof relating to the Transferred Business) as of the Closing as a result of the failure to obtain any consent of any lessor under such Equipment Lease, it will notify Buyer promptly that it will not be able a right to assign such terminate any Equipment Lease or any other event that after the giving of notice, the passage of time or both could constitute a default (or provide the lessor under an Equipment Lease with a right to terminate). At the request of Beneficiary, Grantor shall cause this Deed of Trust to be served upon the lessor under any Equipment Lease and shall use reasonable efforts to cause such portion thereof) lessor to Buyer at the Closing. From and after acknowledge receipt of such notice. Without limiting anything herein contained, Buyer may renegotiate this Deed of Trust shall vest in Beneficiary a security interest in each Equipment Lease and Grantor's interest in the Leased Equipment Leases as leases of Buyer on terms and conditions (including with respect to costs and expenses with respect to such Equipment Leases) substantially similar subject to the terms ownership and conditions contained security interest in the Leased Equipment of lessor, as provided for in the Equipment Leases (or the portion thereof relating to the Transferred BusinessLease). In the event that both (A) Seller is unable to assign any The Equipment Lease (or the portion thereof relating to the Transferred Business) to Buyer at the Closing Leases and (B) Buyer is unable to renegotiate any Leased Equipment Lease as a lease of Buyer on terms and conditions satisfactory to it, then Seller will, if requested by Buyer, exercise any “buy-out” rights contained in such Equipment Leases, such that Seller will acquire the personal property, equipment or vehicles underlying such Equipment Lease to the extent relating to the Transferred Business (a “Seller Lease Buy-Out”). Any Seller Lease Buy-Out consummated by Seller pursuant to this Section 2.5 will be at the sole cost and expense of Buyer, and any personal property, equipment or vehicles acquired by Seller upon the exercise of a Seller Lease Buy-Out will be transferred to Buyer at the Closing for no additional consideration. Any personal property, equipment or vehicles transferred to Buyer pursuant to this Section 2.5 will be deemed an “Acquired Asset” for all purposes under this Agreementshall constitute "Collateral" hereunder.

Assignment of Equipment Leases. To secure the payment and performance of the Secured Obligations, Trustor (to the extent requested by Buyerassignable) hereby sells, Seller will use its commercially reasonable efforts assigns, grants, transfers and sets over to assign Beneficiary all of Trustor's right, title and interest in and to Buyer at the Closing Seller’s rights under the Equipment Leases, including seeking to obtain any required consents to such assignments from the lessor(s) to such Equipment Leases with respect to the equipment covered by such leases and used or held by used in the Transferred Territory. In the event Seller is unable to assign any such rights under the Equipment Leases (or the portion thereof relating to the Transferred Business) as of the Closing as a result of the failure to obtain any consent of any lessor under such Equipment Lease, it will notify Buyer promptly that it will not be able to assign such Equipment Lease (or such portion thereof) to Buyer at the Closing. From Subject Property and after receipt of such notice, Buyer may renegotiate the Equipment Leases as leases of Buyer on terms in and conditions (including with respect to costs and expenses with respect to such Equipment Leases) substantially similar to the terms furniture, fixtures, equipment and conditions contained other items (herein called the "Leased Equipment") and any rights to acquire the Leased Equipment as set forth in the Equipment Leases (relating thereto, or otherwise, and any and all extensions and renewals thereof and any and all substitutions therefor. Trustor will, from time to time, execute upon request of the portion thereof relating Beneficiary, any and all reasonable instruments requested by Beneficiary to carry this instrument into effect. Trustor agrees to pay all sums when due and promptly perform all covenants and obligations required of the lessee under each Equipment Lease, including, to the Transferred Business)extent required by the lessor under any Equipment Lease, keeping the Leased Equipment in good condition and repair, and making all necessary replacements or renewals thereof. In Beneficiary shall not be responsible for or liable upon any of the event that both (A) Seller is unable to assign agreements, undertakings or obligations imposed upon Trustor under any Equipment Lease, including, but not limited to, the payment of rent, until such time as Beneficiary takes actual possession of the Leased Equipment and the Subject Property. So long as there shall exist no Default, Beneficiary shall not demand from the lessor under any Equipment Lease (or the portion thereof relating any rights of Trustor thereunder, nor shall Beneficiary be entitled to the Transferred Business) use and possession of the Leased Equipment. Upon or at any time after a Default, Trustor agrees to Buyer turn over and give up possession of the Leased Equipment to Beneficiary at the Closing Subject Property, and (B) Buyer is unable Beneficiary may without notice, either in person or by agent, with or without bringing any action or proceeding, or by a receiver to renegotiate any Equipment Lease as be appointed by a lease of Buyer on terms and conditions satisfactory to it, then Seller will, if requested by Buyer, exercise any “buy-out” rights contained in such Equipment Leases, such that Seller will acquire the personal property, equipment court or vehicles underlying such Equipment Lease to the extent relating to permitted under the Transferred Business (a “Seller Lease Buy-Out”). Any Seller Lease Buy-Out consummated by Seller pursuant to terms of this Section 2.5 will be at Deed of Trust, enter upon the sole cost Subject Property, take possession of, manage and expense of Buyeroperate the Leased Equipment, and in connection therewith: (x) Beneficiary may make, cancel, enforce or modify any personal propertyEquipment Lease, equipment repair, maintain and improve the Leased Equipment, employ agents, attorneys and accountants in connection with the enforcement of Beneficiary's rights hereunder and pay the reasonable fees and expenses thereof, and otherwise do and perform any and all acts and things which Beneficiary may deem necessary or vehicles acquired appropriate in the protection of the Leased Equipment or the enforcement of Beneficiary's rights hereunder or under the Loan Agreement or any other Loan Document; and any and all amounts expended by Seller upon Beneficiary in connection with the exercise of a Seller Lease Buy-Out will be transferred to Buyer at the Closing for no additional consideration. Any personal property, equipment or vehicles transferred to Buyer pursuant to any rights granted under this Section 2.5 will be deemed an “Acquired Asset” for all purposes 4.7 shall constitute additional Secured Obligations secured by this Deed of Trust; (y) the entering upon the Subject Property and taking possession of the Leased Equipment and the exercise of any of the rights hereinabove specified shall not cure, waive, modify or affect any Default hereunder or under this Agreement.the Loan Agreement or any other Loan Document; and (z) Beneficiary may acquire the Leased Equipment in accordance with the provisions of any