ASSIGNATION IN SECURITY
between
[
] LLP
and
[
]
Dated: [
] 20[ ]
Ref: BDP/SCO354.0006
Northwest Wing
Bush House, Aldwych
London WC2B 4EZ
Tel:+44(0)20 7240 2401
Fax:+44(0)20 7240 2448
Saltire Court
20 Castle Terrace
Edinburgh EH1 2EN
Tel:+44(0)131 228 8000
Fax:+44(0)131 228 8888
FAS: 1310
www.dundas-wilson.com
191 West George Street
Glasgow
G2 2LD
Tel:+44(0)141 222 2200
Fax:+44(0)141 222 2201
FAS: 1401
INDEX
CLAUSE
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
PAGE
Definitions and Interpretation
Obligation to Pay
Assignation in Security
Perfection of Security
Ranking and Scope
Additional Security Provisions
Enforcement of Security
Application of Enforcement Moneys
Retrocession
Protection of Security
Further Assurance
Mandate and Attorney
Expenses
Indemnity
Avoidance of Payments
Notices
Law and Jurisdiction
Consent to Registration
1
4
5
5
6
6
7
8
8
8
9
9
10
10
11
11
11
12
SCHEDULE
Part 1 The Contracts
Part 2 Bank Accounts
Part 3 Forms of Intimation
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ASSIGNATION IN SECURITY
BETWEEN:
[
] LLP, being a limited liability partnership incorporated under the
Limited Liability Partnerships Act 2000, whose registered office is [●] (the Assignor);
and
[
] COUNCIL, being incorporated under the Local Government etc
(Scotland) Act 1994 and having its principal place of business at [●] (the Assignee);
AGREEMENT:
1.
DEFINITIONS AND INTERPRETATION
1.1
Definitions
In this Assignation, unless expressly stated to the contrary or the context otherwise
requires, the following words and expressions shall have the following meanings:
Accounts means each and all bank accounts as specified in Part 2 of the Schedule
or otherwise notified to the Assignee in writing by the Assignor at any time after the
execution of this Assignation;
Account Bank means [
], [
] branch;
Advance is as defined in the Facility Agreement;
Assignation means this assignation in security (including the Schedule);
Assigned Rights means the assets and rights assigned or to be assigned in security
by or pursuant to this Assignation;
Business Day means any day which is not a Saturday, a Sunday or a bank or public
holiday in Scotland;
Contracts means each of the documents set out in Part 1 of the Schedule;
Default Rate is as defined in the Facility Agreement;
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Bond and Floating Charge means the first ranking bond and floating charge by the
Assignor in favour of the Assignee dated on or about the date of this Assignation;
Event of Default is as defined in the Facility Agreement;
Facility Agreement means the agreement referred to as such between the Assignor
and the Assignee dated on or about the date of this Assignation;
Insurances means:
(a)
each policy or contract of insurance or indemnity taken out now or at any time
in the future by or on behalf of the Assignor or in which it has an interest (but
excluding any contract of insurance which is a third party liability contract of
insurance); and
(b)
the benefit of all claims, rights to payment, returns of premium and all other
rights in respect of any of them;
Inter Creditor Agreement is as defined in the Facility Agreement
Management and Maintenance Agreement is as defined in the Facility Agreement;
Members Agreement is as defined in the Facility Agreement;
Receivables means all of the debts, moneys and libilities due and payable to, owing
to and incurred in favour of the Assignor which shall include for the purposes of this
Assignation any rental rebates (or like payments in respect of residual value of any
leased assets) due to the Assignor from any lessors under finance leases entered
into by the Assignor;
Receiver means a receiver and manager or other receiver appointed in respect of
the Accounts, Contracts and/or Rights and shall, if allowed by law, include an
administrative receiver;
Rights in relation to any contract, agreement or arrangement includes;
(a)
the right to receive all and any moneys payable thereunder;
(b)
the proceeds of any payment thereunder;
(c)
all claims for damages for any breach thereof (except for a breach by the
Assignor);
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(d)
the benefit of all warranties and indemnities contained therein;
(e)
any right to terminate the same;
(f)
the right to perform and observe the provisions of the same and to compel the
performance and observance of the same;
Schedule means the schedule attached to this Assignation;
Security Documents is as defined in the Facility Agreement;
Security Interest means any standard security, assignation in security, floating
charge, pledge, lien, hypothecation, encumbrance, title retention or any other
agreement or arrangement having the effect of conferring a security interest (whether
fixed or floating);
Secured Liabilities means all present and future obligations and liabilities of the
Assignor to the Assignee hereunder and under the Facility Agreement and each
Security Document and/or any deed or document supplemental thereto, whether
actual, contingent, sole, joint and/or several or otherwise, including, without prejudice
to the foregoing generality, all obligations to indemnify the Assignee;
Security Period means the period beginning on the date hereof and ending on the
date upon which all the Secured Liabilities (actual or contingent) which have arisen or
which may arise have been irrevocably paid and discharged or the assignation in
security hereby created has been finally released and discharged; and
Standard Security means each first ranking standard security by the Assignor in
favour of the Assignee granted pursuant to the Facility Agreement at any time.
1.2
Interpretation
In this Assignation, except where the context otherwise requires:
1.2.1
all references to Clauses and to the Schedule (and Parts thereof) are
references to Clauses of and the Schedule (and Parts thereof) to this
Assignation;
1.2.2
words signifying the masculine include the feminine and words signifying the
neuter include the masculine and the feminine, and words importing the
singular include the plural and vice versa;
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1.2.3
any reference to any statutory provision or enactment of any kind having the
force of law includes a reference to that provision as from time to time
amended, extended or re-enacted;
1.2.4
all references to agreements, documents, or other instruments include a
reference to the same as amended or supplemented or restated from time to
time by all the parties;
1.2.5
all references to any party include a reference to their successors and
permitted assignees;
1.2.6
the expression party means each or any of the parties from time to time to
this Assignation, so long as they remain a party;
1.2.7
any undertaking by any of the parties not to do any act or thing shall, so far
as it is within the power of that party, be deemed to include an undertaking
to use reasonable endeavours (taking into account the extent of any control
or influence it may have) not to allow or permit the doing of that thing;
1.2.8
any notice, instruction, notification, direction, request, consent or approval
contemplated herein shall be made or given in writing;
1.2.9
the headings to the Clauses are inserted for convenience only and do not
affect the interpretation of this Agreement; and any words or expressions
defined in the Schedule have the same meaning where used in any other
part of this Assignation; and
1.2.10
where the words “include(s)” or “including” are used they are illustrative
and shall not limit the scope of the words preceding them.
2.
OBLIGATION TO PAY
2.1
We the Assignor undertake to the Assignee that we will pay or discharge to the
Assignee or as it may direct the Secured Liabilities on the due date therefore in
accordance with the terms of the Facility Agreement, Inter Creditor Agreement and
Security Documents to which we are a party (including this Assignation).
2.2
We, the Assignor, warrant that we are the owner of the Accounts, that the details of
the Accounts in Part 2 of the Schedule are correct and that we shall for so long as
any of the Secured Liabilities remain undischarged maintain the Accounts.
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3.
ASSIGNATION IN SECURITY
In security of the due and punctual payment and performance by us of the Secured
Liabilities we, the Assignor, hereby assign to the Assignee our whole right, title,
interest and benefit in and to:
3.1
the Insurances;
3.2
the Contracts;
3.3
the Accounts, together with:
3.3.1
all balances at any time during the subsistence of this Assignation standing
to the credit of the Accounts;
3.3.2
any agreements (whether oral, written or implied) or instruments entered into
in the constitution of the rights and obligations of the Assignor and the
Account Bank in relation to the Accounts; and
3.3.3
any agreements (whether oral, written or implied) or instruments entered into
in substitution therefor or for such substituted agreement or instrument; and
3.4
all Rights of the Assignor relative to such Insurance, Contracts and Accounts.
4.
PERFECTION OF SECURITY
4.1
We bind and oblige ourselves to take all steps as are within our power as the
Assignee may request to perfect under any appropriate law the security hereby
intended to be granted or any security interest constituted pursuant to this
Assignation in respect of all or any of the Assigned Rights or for the purposes of
protecting such security or facilitating the realisation of the Assigned Rights or the
exercise of the Assignee’s rights hereunder.
4.2
The Assignor shall forthwith upon the execution of this Assignation co-operate with
the Assignee in procuring that intimation is made to such parties as the Assignee
may require of the fact that an assignation of the Assignor's interest in the Assigned
Rights has been made in favour of the Assignee, such intimations to be substantially
in the forms of the relevant parts of Part 3 of the Schedule and that the Assignee
receives an acknowledgement and agreement from the relevant counterparty in
substantively the form contemplated thereby.
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4.3
We shall (if requested by the Assignee) deposit with the Assignee, and the Assignee
during the continuance of this security shall be entitled to hold, all deeds and
documents of title which would otherwise be in our custody or control and which
relate to the Assigned Rights.
5.
RANKING AND SCOPE
5.1
The Security Interest hereby granted by us, the Assignor, and any Security Interest
constituted by us, the Assignor, pursuant to this Assignation shall rank in point of
security pari passu with the fixed charges created by us by or pursuant to the
Standard Security, and in priority to the floating charge created by the Bond and
Floating Charge.
5.2
Save as provided in Clause 5.1, the security created by, or any security interest
constituted pursuant to, this Assignation shall rank in priority in point of security to all
other Security Interests created or subsisting from time to time over all or any part of
the Assigned Rights.
5.3
We, the Assignor, undertake that we shall not during the Security Period create,
incur, assume or permit to subsist any Security Interest on all or any part of the
Assigned Rights save for:
5.3.1
any Security Interest arising under or pursuant to or expressly permitted by
the terms of the Facility Agreement and the Inter Creditor Agreement; or
5.3.2
any Security Interest created with the prior written consent of the Assignor.
6.
ADDITIONAL SECURITY PROVISIONS
6.1
The Assignor hereby undertakes and warrants to the Assignor in respect of the
Contracts that:
6.1.1
it will not, without the Assignee’s prior written consent (i) agree to any
amendment or variation to any Contract which might result in the security
hereby contemplated being or becoming ineffective or (ii) terminate any
Contract;
6.1.2
it will notify the Assignee forthwith upon becoming aware of any material
breach of any Contract by any other party; and
6.1.3
it will perform its obligations under the Contracts;
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and the Assignee agrees with the Assignor that, all rental and other payments due
from the parties under the Contracts shall be paid to the Assignor in accordance with
the provisions of the Contracts unless and until the Assignee notifies the lessee that
an event under Clause 7.1 of the Assignation has occurred which is continuing,
whereupon all rental and other payments so due shall be paid to the Assignee to
such account as the Assignee may specify.
6.2
No obligations be assumed by the Assignee under any Contract or any Insurances by
virtue of the execution and delivery of this Assignation and no liability shall fall upon
the Assignee by virtue thereof in consequence of any failure by us to perform our
obligations thereunder.
6.3
The Assignor shall comply with the terms of the Facility Agreement, the Inter Creditor
Agreement, the Security Documents and the Management and Maintenance
Agreement relating to the Accounts and the Insurances.
7.
ENFORCEMENT OF SECURITY
7.1
The security hereby granted and any security interest created pursuant hereto shall
immediately become enforceable upon at any time after:
7.1.1
the occurrence of an Event of Default; or
7.1.2
the making of an application for the administration (whether out of court or
otherwise) of the Assignor or the giving or filing by any person of notice in
relation to the appointment of a receiver;
7.2
At any time thereafter the Assignee shall be entitled (but shall not be obliged), without
any notice to us the Assignor or otherwise and whenever the Assignee thinks fit, to
exercise all rights and powers in relation to the Assigned Rights which could have
been exercised by us, the Assignor, prior to the security hereby granted or created
pursuant hereto becoming enforceable including all powers to take possession of or
sell or otherwise dispose of the Assigned Rights or any part thereof as if the
Assignee was the absolute owner of the same and pending any such sale or other
disposal to receive and to apply in or towards satisfaction of the Secured Liabilities
any profits or benefits or property of any kind derived from the Assigned Rights or
accruing by virtue of the exercise of such rights or powers.
7.3
The Assignee shall be entitled to permit the sale of the Assigned Rights or any part
thereof at such time and on such terms as the Assignee may consider expedient and
without the Assignee being under any obligation to have regard in that respect to the
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effect (if any) which a sale at such time or on such terms may have on the price likely
to be realised. The Assignee shall not in any circumstances, either by reason of any
dealing with the Assigned Rights or any part thereof or for any other reason
whatsoever be liable to account to us, the Assignor, for anything except in respect of
the Assignee’s own actual receipts or be liable to us, the Assignor, for any loss or
damage arising from any realisation by the Assignee of the Assigned Rights or any
part thereof or from any act, default or omission of the Assignee in relation to the
Assigned Rights or any part thereof or from any exercise or non-exercise by the
Assignee of any power, authority or discretion conferred upon it in relation to the
Assigned Rights or any part thereof by or pursuant to this Assignation or otherwise by
any applicable law.
8.
APPLICATION OF ENFORCEMENT MONEYS
8.1
All moneys received by the Assignee under or by virtue of this Assignation following
enforcement of the security hereby granted or of any security interest constituted
pursuant hereto shall be applied, subject to the claims of any creditors ranking in
priority to or pari passu with the claims of the Assignee hereunder, in the order set
out in paragraphs 5 and 6 of Part 9 of the Schedule to the Members Agreement and
Clause 11.2 of the Inter Creditor Agreement.
8.2
Nothing contained in this Assignation shall limit the right of the Assignee (and we, the
Assignor, acknowledge that the Assignee is so entitled) if and for so long as the
Assignee, in its discretion, shall consider it appropriate, to place all or any moneys
arising from the enforcement of the security interest hereby granted or any security
created pursuant hereto into a suspense account, without any obligation to apply the
same or any part thereof in or towards the discharge of any Secured Liability.
9.
RETROCESSION
Upon irrevocable payment or discharge in full of the Secured Liabilities, the Assignee
shall at our request and cost, retrocede and re-assign to us (or as we direct) our
whole right, title, interest and benefit in and to the Assigned Rights.
10.
PROTECTION OF SECURITY
10.1
The security created by, and any security interest constituted pursuant to, this
Assignation shall be a continuing security notwithstanding any settlement of account
or other matter or thing whatsoever, and in particular (but without prejudice to the
generality of the foregoing) shall not be considered satisfied by an intermediate
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repayment or satisfaction of part only of the Secured Liabilities, and shall continue in
full force and effect until total and irrevocable satisfaction of all the Secured
Liabilities.
10.2
The security created by, and any security interest constituted pursuant to, this
Assignation shall be in addition to and shall not in any way prejudice or be prejudiced
by any collateral or other security, right or remedy which the Assignee may now or at
any time hereafter hold for all or any part of the Secured Liabilities.
10.3
No failure on the part of the Assignee to exercise and no delay on its part in
exercising any right, remedy, power or privilege under or pursuant to this Assignation
or any other document relating to or securing all or any part of the Secured Liabilities
will operate as a waiver thereof, nor will any single or partial exercise of any right or
remedy preclude any other or further exercise thereof or the exercise of any other
right or remedy. The rights and remedies provided in this Assignation and any such
other document are cumulative and not exclusive of any right or remedies provided
by law.
10.4
Each of the provisions in this Assignation shall be severable and distinct from one
another and if at any time any one or more of such provisions is or becomes or is
declared null and void, invalid, illegal or unenforceable in any respect under any law
or otherwise howsoever the validity, legality and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby.
11.
FURTHER ASSURANCE
We, the Assignor, shall execute and do all such assurances, acts and things as the
Assignee may require for perfecting or protecting the security created by or pursuant
to this Assignation over the Assigned Rights or for facilitating the realisation of such
rights and the exercise of all powers, authorities and discretions vested in the
Assignee and shall, in particular, execute all fixed securities, floating charges,
assignations, securities, transfers, dispositions and assurances of the Assigned
Rights whether to the Assignee or to its nominee(s) or otherwise and give all notices,
orders and directions which the Assignee may think expedient.
12.
MANDATE AND ATTORNEY
12.1
We, the Assignor hereby irrevocably appoint the Assignee to be our mandatory and
attorney for us and on our behalf and in our name or otherwise and as our act or
deed to create or constitute, or to make any alteration or addition or deletion in or to,
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any documents which the Assignee may require for perfecting or protecting the title of
the Assignee to the Assigned Rights or for vesting any of the Assigned Rights in the
Assignee or its nominees or any purchaser and to re-deliver the same thereafter and
otherwise generally to sign, seal and deliver and otherwise perfect any fixed security,
floating charge, transfer, disposition, assignation, security and/or assurance or any
writing, assurance, document or act which may be required or may be deemed
proper by the Assignee on or in connection with any sale, lease, disposition,
realisation, getting in or other enforcement by the Assignee of all or any of the
Assigned Rights.
12.2
We, the Assignor, hereby ratify and confirm and agree to ratify and confirm whatever
any such mandatory or attorney shall do in the exercise or purported exercise of all or
any of the powers, authorities and discretions referred to in this Clause 12.
13.
EXPENSES
13.1
We, the Assignor, bind and oblige ourselves for the whole expenses of completing
and enforcing the security hereby granted and any security interest constituted
pursuant hereto and the expenses of any translation, retrocession or discharge
hereof and thereof.
13.2
All costs, charges and expenses incurred and all payments made by the Assignee
hereunder in the lawful exercise of the powers hereby conferred whether or not
occasioned by any act, neglect or default of the Assignor shall carry interest from the
date of the same being incurred or becoming payable at the Default Rate. The
amount of all such costs, charges, expenses and payments and all interest thereon
and all remuneration payable hereunder shall be payable by the Assignor on demand
and shall be a Secured Liability. All such costs, charges, expenses and payments
shall be paid and charged as between the Assignee and the Assignor on the basis of
a full and unqualified indemnity.
14.
INDEMNITY
The Assignee and every attorney, manager or other person appointed by the
Assignee in connection herewith shall be entitled to be indemnified out of the
Assigned Rights in respect of all liabilities and expenses properly incurred by them or
him in the execution or purported execution of any of the powers, authorities or
discretions vested in them or him pursuant hereto and against all actions,
proceedings, costs, claims and demands in respect of any matter or thing done or
omitted in anywise relating to the Assigned Rights, and the Assignee may retain and
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pay all sums in respect of the same out of any moneys received under the powers
hereby conferred.
15.
AVOIDANCE OF PAYMENTS
Any amount which has been paid by a party to the Assignee and which is, in the
opinion of the Assignee, capable of being reduced or restored or otherwise avoided
in whole or in part in the liquidation or administration of that party, shall not be
regarded as having been irrevocably paid for the purposes of this Assignation.
16.
NOTICES
Any document, notice, notification, statement, application for consent or any other
thing required to be given or served in terms of this Assignation may be given or
served personally, or by sending the same by first class recorded delivery post at or
to:
16.1
in the case of the Assignee, [●] (attention: [●]); or
16.2
in the case of the Assignor, [●] (attention: [●]);
or in each case, at or to such other address as shall have been notified to the either
the Assignor or the Assignee as applicable for that purpose.
Any document, notice, statement or other thing given or served by post in
accordance with Clause 16.1 shall be deemed to have been duly given or served on
the second Business Day after the letter containing the same was posted, and in
proving that any document, notice, statement or other thing was so given or served, it
shall be necessary only to prove that the same was properly addressed and posted in
accordance with the provisions of the foregoing paragraph.
17.
LAW AND JURISDICTION
This Assignation shall be governed by and construed in accordance with the laws of
Scotland, and the parties submit to the irrevocable and exclusive jurisdiction of the
Scottish courts.
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18.
CONSENT TO REGISTRATION
A certificate signed by an authorised officer of the Assignee shall, in the absence of
manifest error, conclusively determine the Secured Liabilities at any relevant time
and shall constitute a balance and charge against us, and no suspension of a charge
or of a threatened charge for payment of the balance so constituted shall pass nor
any sist of execution thereon be granted except on consignation. We hereby consent
to the registration of this Assignation and of any such certificate for preservation and
execution.
IN WITNESS WHEREOF this Assignation consisting of this and the preceding 11 pages,
together with the Schedule annexed, is executed as follows:
Signed for and on behalf of [Insert name of LLP] by
……………………………………………… Director/Authorised Signatory of SFT/ the Local
Authority/ the Developer as member
……………………………………………… Full Name
at Edinburgh
on the
day of [Insert month] 20[ ]
in the presence of:
Witness…………………………………………..
Name…………………………………………….
Address………………………………………….
……………………………………………………
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Signed for and on behalf of [Insert name of Council] by
………………………………………………
……………………………………………… Full Name
Proper Officer, at Edinburgh
on the
day of [Insert month] 20[ ]
in the presence of:
Witness…………………………………………..
Name…………………………………………….
Address………………………………………….
……………………………………………………
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This is the Schedule referred to in 3 Parts referred to in the foregoing Assignation in
Security by the Assignor in favour of the Assignee dated [
] 20[ ].
THE SCHEDULE
PART 1
THE CONTRACTS
Parties
Contract Title
(1) Scottish Futures Trust Take Out Agreement
Investments Limited
Management and
(2) [The Participating Local
Authority]
(3)
[The
Development
Vehicle]
(4) [The Developer]
(1) Scottish Futures Trust Maintenance Agreement
Investments Limited
(2) [The Participating Local
Authority]
(3)
[The
Development
Vehicle]
(4) [The Developer]
Date
On or about the date of this
Assignation in Security.
On or about the date of this
Assignation in Security.
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PART 2
BANK ACCOUNTS
Account
Account Number
Sort Code
Branch
Reserve
Account (when opened)
(when opened)
[
]
[
]
Operating
Account (when opened)
(when opened)
[
]
[
]
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PART 3
FORMS OF INTIMATION
(A) Contracts
From: [
] (the LLP)
To:
]
[
[
] 20[ ]
Dear Sirs
We refer to the [specify Contract] made on [
] 20[ ] between ourselves and
yourselves (the Contract).
We enclose a certified true copy of a Assignation in Security dated [
Assignation) between us and [
] 20[ ] (the
] (the Assignee) of all our right, title, interest and
benefit in and to the Contract and accordingly hereby give you notice of the Assignation.
Please note that (a) all payments due from you under the Contract should be paid to us in
accordance with the provisions of the Contract unless and until you receive notice from the
Assignee that an event referred to in Clause 7.1 of the Assignation has occurred and is
continuing, whereupon all payments shall be paid to the Assignee to such account as the
Assignee may specify from time to time and (b) in accordance with the terms of the
Assignation we remain liable for the performance of our obligations and liabilities under the
Contract.
Please acknowledge receipt of this letter and enclosure by signing the two enclosed
duplicate notices with acknowledgement and returning one to the Assignee at [
one to us at [
] and
].
Yours faithfully
for and on behalf of
[
] LLP
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Acknowledgement
We, [
] acknowledge receipt of the foregoing Intimation
and a copy of the Assignation referred to therein
______________________________
[
_________________________
] Dated
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(B) Accounts
From: [
To:
] (the LLP)
[
[
] (the Account Bank)
][
] 20[ ]
Dear Sirs
We refer to the accounts in our name particulars of which are noted below designated
respectively Reserve Account and Operating Account (together the Accounts).
We enclose a certified true copy of a Assignation in Security (the Assignation) dated [
] 20[ ] between (1) the Company and (2) [
] (the Assignee). We give you notice that
all our right, title, benefit and interest in and to the Accounts and the Assigned Rights (within
the meaning of the Assignation) has been assigned to the Assignee upon the terms set out
in the Assignation.
Pursuant to the Assignation you are irrevocably and unconditionally instructed and
authorised as follows:
1.
To disclose to the Assignee without any reference to or further authority from us and
without any inquiry by you as to the justification for such disclosure, such information relating
to any Account and the balance (if any) standing to the credit thereof as the Assignee may,
at any time and from time to time, request you to disclose to it.
2.
Subject as may be otherwise directed in writing by the Assignee, to hold the balance
from time to time standing to the credit of any Account to the order of the Assignee.
3.
At any time and from time to time upon receipt by you of instructions in writing
(including by tested telex) from the Assignee, following the occurrence of an Event of
Default, to credit and debit any Account (as the case may require) and to act in accordance
with such instructions without any reference to or further authority from us and without any
inquiry by you as to the justification for such instructions or the validity of them.
4.
To comply with the terms of any written notice, statement or instructions in any way
relating to or purporting to relate to any of the Assignation, any Account and any moneys at
any time standing to the credit thereof and the debts due to us represented by such moneys
which you receive at any time from the Assignee, following the occurrence of an Event of
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Default, without any reference to or further authority from us and without any enquiry by you
as to the justification for such notice, statement or instructions or the validity of them.
The instructions and authorisations which are contained in this letter shall remain in full force
and effect until we and the Assignee together give you notice in writing revoking them.
This letter shall be governed by the law of Scotland.
Please acknowledge receipt of this letter and its enclosure and your acceptance of the
instructions and authorisations contained in it by signing the attached form of
acknowledgement and agreement and returning it to [
] marked for the urgent attention of [
][
].
Yours faithfully.
For and on behalf of
[
] LLP
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ACKNOWLEDGEMENT AND AGREEMENT TO ASSIGNATION
To:
[the Assignee]
Date: [
] 20[ ]
Attention:
Dear Sirs
We, [
], acknowledge receipt of (i ) an Intimation dated [
] 20[ ]
regarding the accounts mentioned in such Intimation and (ii) a copy of the Assignation
referred to in such Intimation. We accept the instructions and authorisations contained in
such Intimation and undertake to act in accordance with and comply with the terms of that
Intimation.
We acknowledge and confirm that:
1.
We do not have and, until you give us notice in writing that the rights assigned to you
under the Assignation have been re-assigned to [
] LLP (the Development
Vehicle), will not make or exercise, any claims or demands, any rights of counterclaim,
rights of set-off, compensation or equalisation or balancing of accounts or any other rights
against the Development Vehicle in respect of the Accounts or any moneys from time to time
standing to the credit of the Accounts.
2.
We have not, as at the date of this Acknowledgement and Agreement, received any
notice that any third party has or will have any right or interest whatsoever in or has made or
will be making any claim or demand or taking any action whatsoever against the Accounts or
any monies from time to time standing to the credit of the Accounts.
3.
We undertake, without incurring liability, that in the event of our becoming aware at
any time that any person or entity other than yourselves has or will have any right or interest
whatsoever in or has or will be making any claim or demand or taking any action whatsoever
against the Accounts or any moneys from time to time standing to the credit of the Accounts,
we will immediately give written notice of the terms of such right or interest, claim or demand
or action to you.
4.
Following your notification to us of the occurrence of an Event of Default, we shall not
permit the whole or any part of any moneys from time to time standing to the credit of any
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Account to be withdrawn from such Account without your prior written authority except as
contemplated by the Assignation unless we are required by operation of law to do so.
This letter shall be governed by the law of Scotland.
Yours faithfully
For [
]
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(C) Insurances
[Company Letterhead]
To:
[Name and Address of Insurance company]
Dear Sirs
Re Policy No [
We [
]
] (the LLP) refer to the insurance policy taken out by us/on our behalf with you
as identified above (the Insurance Policy).
We enclose a certified true copy of a Assignation in Security dated [
Assignation) between us and [
] the
] (the Assignee) of all our right, title, interest and
benefit in and to the Insurances (as defined in the Assignation) including the Insurance
Policy, and all the rights of the LLP to make recovery under the Insurance Policy and all
proceeds of the Insurance Policy recoverable by the LLP and accordingly hereby give you
notice of the Assignation.
We, and not the Assignee, will remain liable to perform all obligations assumed by us
pursuant to the Insurance Policy and in particular to pay all premiums thereunder.
Please acknowledge receipt of this letter and enclosure by signing the two enclosed
duplicate notices with acknowledgement and returning one to the Assignee at [
one to us at [
] and
].
Yours faithfully
for and on behalf of
[
]
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Acknowledgement
We, [
] acknowledge receipt of the foregoing Intimation
and a copy of the Assignation referred to therein
Dated [
]
_______________________________
For and on behalf of
[
]
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