Assignment Agreement; Covenants Clause Samples

Assignment Agreement; Covenants. (a) Contemporaneously with the execution of this Refunding Support Agreement, the Authority has entered into the Assignment Agreement by which the Authority has assigned all of its rights in and to this Refunding Support Agreement (except its rights to receive payment of its expenses, to receive notices and to give consents) to the Bank for the benefit of the holders of the Refunding Bond. The County (i) consents to such assignment, (ii) agrees to execute and deliver such further acknowledgments, agreements and other instruments as may be reasonably requested by the Authority or the Bank to effect such assignment, (iii) agrees to make all payments due to the Authority under this Refunding Support Agreement directly to the Bank (except the Authority’s rights to receive payment of its expenses, to receive notices and to give consents), and (iv) agrees to comply fully with the terms of such assignment so long as such assignment is not inconsistent with the provisions hereof. All references in this Refunding Support Agreement to the Authority shall include the Bank and their successors and assigns, whether or not specific reference is otherwise made to the Bank, unless the context requires otherwise. The County shall not be obligated to take any notice of any sale, assignment, reassignment, pledge, mortgage, transfer or other disposition of any interest in this Refunding Support Agreement by the Authority, unless such sale, assignment, reassignment, pledge, mortgage, transfer or other disposition is undertaken in accordance with the Assignment Agreement. (b) The County covenants to take whatever action may be necessary for the Authority to comply with the Authority’s covenants under the Assignment Agreement. (c) The County agrees, for the benefit of the holder of the Refunding Bond, to do and perform all acts and things contemplated in the Assignment Agreement to be done or performed by it.