Omnibus Assignment Sample Contracts

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Black Elk Energy Offshore Operations, LLC – Omnibus Assignment and Assumption of Loans, Loan Documents and Related Liens and Security Interests and Appointment of Agent (September 6th, 2013)

This Omnibus Assignment and Assumption of Loans, Loan Documents and Related Liens and Security Interests and Appointment of Agent (the Assignment), dated to be effective as of August 30, 2013 (the Assignment Effective Date), is entered into by and among CAPITAL ONE, N.A., in its capacity as Administrative Agent for the Lenders, Issuing Bank and Collateral Agent and Mortgagee for the Secured Parties and First Lien Agent, Second Lien Agent and Facility Swap Agent under the Intercreditor Agreements (in such capacities, the Existing Agent), the Lenders signatory hereto (the Lenders, together with the Existing Agent, the Assignors), White Elk LLC, a Delaware limited liability company (White Elk) Resource Value Group LLC, on behalf of one or more beneficial holders of the Loans under the Credit Agreement (Resource, together with White Elk, the Assignees) and Black Elk Energy Offshore Operations, LLC, a Texas limited liability company (the Borrower).

Form of Omnibus Assignment (Seventh Mezzanine Loan) (August 3rd, 2010)

THIS OMNIBUS ASSIGNMENT (this Assignment), made as of the 21st day of December, 2007, by JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, in its capacity as collateral agent for itself and the Seventh Mezzanine Noteholders (as defined on Exhibit G-1, attached hereto and made a part hereof) (Assignor), having an address at 270 Park Avenue, New York, New York 10017-2014, to HCP MEZZANINE LENDER, LLC, a Delaware limited liability company (Assignee), having an address at c/o HCP, Inc., 3760 Kilroy Airport Way, Suite 300, Long Beach, California 90806.

Form of Omnibus Assignment (Seventh Mezzanine Loan) (February 12th, 2008)

THIS OMNIBUS ASSIGNMENT (this "Assignment"), made as of the 21st day of December, 2007, by JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, in its capacity as collateral agent for itself and the Seventh Mezzanine Noteholders (as defined on Exhibit G-1, attached hereto and made a part hereof) ("Assignor"), having an address at 270 Park Avenue, New York, New York 10017-2014, to HCP MEZZANINE LENDER, LLC, a Delaware limited liability company ("Assignee"), having an address at c/o HCP, Inc., 3760 Kilroy Airport Way, Suite 300, Long Beach, California 90806.

Morgan Stanley Mortgage Loan Trust 2007-15AR – Omnibus Assignment, Assumption and Recognition Agreement (January 10th, 2008)

THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of December 1, 2007 (the "Assignment" or the "Agreement"), and is effective as of January 7, 2008, among Morgan Stanley Mortgage Capital Holdings LLC as successor by merger to Morgan Stanley Mortgage Capital Inc. ("MSMCH" or the "Owner"), Saxon Mortgage Services, Inc., a Texas corporation ("Servicer"), and LaSalle Bank National Association ("LaSalle"), as trustee (in such capacity, the "Trustee") of each of the Morgan Stanley Mortgage Loan Trusts listed on Schedule 1 hereto (each, a "Trust" and together, the "Trusts") and acknowledged by Wells Fargo Bank, National Association, as master servicer under each of the Pooling and Servicing Agreement described below (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator") and Morgan Stanley Capital I Inc. (the "Depositor").

Morgan Stanley Mortgage Loan Trust 2007-13 – Omnibus Assignment, Assumption and Recognition Agreement (January 10th, 2008)

THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of December 1, 2007 (the "Assignment" or the "Agreement"), and is effective as of January 7, 2008, among Morgan Stanley Mortgage Capital Holdings LLC as successor by merger to Morgan Stanley Mortgage Capital Inc. ("MSMCH" or the "Owner"), Saxon Mortgage Services, Inc., a Texas corporation ("Servicer"), and LaSalle Bank National Association ("LaSalle"), as trustee (in such capacity, the "Trustee") of each of the Morgan Stanley Mortgage Loan Trusts listed on Schedule 1 hereto (each, a "Trust" and together, the "Trusts") and acknowledged by Wells Fargo Bank, National Association, as master servicer under each of the Pooling and Servicing Agreement described below (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator") and Morgan Stanley Capital I Inc. (the "Depositor").

Morgan Stanley Mortgage Loan Trust 2007-10XS – Omnibus Assignment, Assumption and Recognition Agreement (January 10th, 2008)

THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of December 1, 2007 (the "Assignment" or the "Agreement"), and is effective as of January 7, 2008, among Morgan Stanley Mortgage Capital Holdings LLC as successor by merger to Morgan Stanley Mortgage Capital Inc. ("MSMCH" or the "Owner"), Saxon Mortgage Services, Inc., a Texas corporation ("Servicer"), and LaSalle Bank National Association ("LaSalle"), as trustee (in such capacity, the "Trustee") of each of the Morgan Stanley Mortgage Loan Trusts listed on Schedule 1 hereto (each, a "Trust" and together, the "Trusts") and acknowledged by Wells Fargo Bank, National Association, as master servicer under each of the Pooling and Servicing Agreement described below (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator") and Morgan Stanley Capital I Inc. (the "Depositor").

Morgan Stanley Mortgage Loan Trust 2007-12 – Omnibus Assignment, Assumption and Recognition Agreement (January 10th, 2008)

THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of December 1, 2007 (the "Assignment" or the "Agreement"), and is effective as of January 7, 2008, among Morgan Stanley Mortgage Capital Holdings LLC as successor by merger to Morgan Stanley Mortgage Capital Inc. ("MSMCH" or the "Owner"), Saxon Mortgage Services, Inc., a Texas corporation ("Servicer"), and LaSalle Bank National Association ("LaSalle"), as trustee (in such capacity, the "Trustee") of each of the Morgan Stanley Mortgage Loan Trusts listed on Schedule 1 hereto (each, a "Trust" and together, the "Trusts") and acknowledged by Wells Fargo Bank, National Association, as master servicer under each of the Pooling and Servicing Agreement described below (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator") and Morgan Stanley Capital I Inc. (the "Depositor").

Morgan Stanley Mortgage Loan Trust 2007-11AR – Omnibus Assignment, Assumption and Recognition Agreement (January 10th, 2008)

THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of December 1, 2007 (the "Assignment" or the "Agreement"), and is effective as of January 7, 2008, among Morgan Stanley Mortgage Capital Holdings LLC as successor by merger to Morgan Stanley Mortgage Capital Inc. ("MSMCH" or the "Owner"), Saxon Mortgage Services, Inc., a Texas corporation ("Servicer"), and LaSalle Bank National Association ("LaSalle"), as trustee (in such capacity, the "Trustee") of each of the Morgan Stanley Mortgage Loan Trusts listed on Schedule 1 hereto (each, a "Trust" and together, the "Trusts") and acknowledged by Wells Fargo Bank, National Association, as master servicer under each of the Pooling and Servicing Agreement described below (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator") and Morgan Stanley Capital I Inc. (the "Depositor").

Morgan Stanley Mortgage Loan Trust 2007-8XS – Omnibus Assignment, Assumption and Recognition Agreement (January 10th, 2008)

THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of December 1, 2007 (the "Assignment" or the "Agreement"), and is effective as of January 7, 2008, among Morgan Stanley Mortgage Capital Holdings LLC as successor by merger to Morgan Stanley Mortgage Capital Inc. ("MSMCH" or the "Owner"), Saxon Mortgage Services, Inc., a Texas corporation ("Servicer"), and LaSalle Bank National Association ("LaSalle"), as trustee (in such capacity, the "Trustee") of each of the Morgan Stanley Mortgage Loan Trusts listed on Schedule 1 hereto (each, a "Trust" and together, the "Trusts") and acknowledged by Wells Fargo Bank, National Association, as master servicer under each of the Pooling and Servicing Agreement described below (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator") and Morgan Stanley Capital I Inc. (the "Depositor").

KBS Real Estate Investment Trust, Inc. – Omnibus Assignment (January 3rd, 2008)

WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (Wachovia), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, as of the date hereof, hereby sells, transfers, assigns, delivers, sets-over and conveys to KBS Debt Holdings, LLC, a Delaware limited liability company, its successors and assigns (Lender), without recourse to Wachovia and without representation, warranties or covenants, express or implied, by Wachovia, except as set forth herein, all right, title and interest of Wachovia in and to the loan identified on Exhibit A attached hereto (the Loan), and Lender hereby irrevocably purchases and assumes the Loan from Wachovia, including, without limitation, all of Wachovias right, title and interest in any claims, collateral, insurance policies, demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Loan, together with any other documents or instrument

KBS Real Estate Investment Trust, Inc. – Omnibus Assignment (March 29th, 2007)

THIS OMNIBUS ASSIGNMENT (this Assignment), made as of the 9th day of January 2007, by AIG MORTGAGE CAPITAL, LLC, a Delaware limited liability company, having an address at 1999 Avenue of the Stars, 38th Floor, Century City, Los Angeles, California 90067 (Assignor) to KBS SE RETAIL, LLC, a Delaware limited liability company, having an address of 620 Newport Center Drive, Suite 1300, Newport Beach, California 92660 (Assignee);

KBS Real Estate Investment Trust, Inc. – Omnibus Assignment (August 14th, 2006)

THIS OMNIBUS ASSIGNMENT (this Assignment), made as of the 18th day of July, 2006, by AIG MORTGAGE CAPITAL, LLC, a Delaware limited liability company, having an address at 1999 Avenue of the Stars, 38th Floor, Century City, Los Angeles, California 90067 (Assignor) to KBS TRIBECA SUMMIT, LLC, a Delaware limited liability company, having an address of 620 Newport Center Drive, Suite 1300, Newport Beach, California 92660 (Assignee);