Assignment of Authority’s Rights. As security for the payment of the Bonds, the Authority will assign to the Trustee the Participation Agreement and the Note and all of the Authority’s rights, remedies and interest under this Participation Agreement and the Note, including the right to receive payments under this Participation Agreement and the Note (except the Authority’s rights with respect to (a) administrative compensation, attorney’s fees and indemnification, (b) the receipt of notices, opinions, reports, copies of instruments and other items of a similar nature required to be delivered to the Authority under this Participation Agreement, (c) granting approvals and consents and making determinations when required under this Participation Agreement, (d) making requests for information and inspections in accordance with this Participation Agreement, (e) Article III and Sections 4.02(f), 4.14 and 5.09 of this Participation Agreement and, insofar as the obligations of the Company under Section 4.12 of this Participation Agreement relate to taxes and assessments imposed upon the Authority and not the Trustee, Section 4.12 thereof and (f) the right to amend this Participation Agreement) and hereby directs the Company to make said payments directly to the Trustee or in the case of the Purchase Price to the Registrar and Paying Agent. The Company herewith assents to such assignment and will make payments under this Participation Agreement and the Note (except payments made pursuant to Sections 4.02(f) and 5.09 hereof which shall be made directly to the Authority) directly to the Trustee (or in the case of the Purchase Price, to the Registrar and Paying Agent) without defense or set-off by reason of any dispute between any of the Company, the Trustee or Registrar and Paying Agent. Except as provided in the Indenture, the Authority will not sell, assign, transfer, convey or otherwise dispose of its interest in this Participation Agreement during the term of this Participation Agreement.
Assignment of Authority’s Rights. To secure the payment of the Debt Service, the Authority shall pledge and assign to the Trustee all the Authority’s rights in, to and under this Agreement (except for the Unassigned Authority’s Rights), the Revenues, the Note and the other property comprising the Trust Estate. The Company consents to such pledge and assignment and agrees to make or cause to be made Loan Payments and Purchase Payments directly to the Trustee without defense or set-off by reason of any dispute between the Company and the Trustee, and further agrees to issue and deliver the Note directly to the Trustee to be held by the Trustee in accordance with the provisions of the Indenture. Whenever the Company is required to obtain the consent of the Authority hereunder, the Company shall also obtain the consent of the Trustee; provided that, except as otherwise expressly stipulated herein or in the Indenture, the Company shall not be required to obtain the Trustee’s consent with respect to the Unassigned Authority’s Rights.
Assignment of Authority’s Rights. As security for the payment of its Bonds, the Authority will concurrently with the issuance of the Bonds pledge and assign to the Trustee the Authority’s rights under this Agreement (except the Unassigned Authority Rights), including the right of the Authority to receive the Borrower Bonds and the right to receive payments under them and under Section 4.1 of this Agreement, and the Authority covenants and agrees with the Borrower to pledge, assign and deliver the Borrower Bonds and payments made under this Agreement for payment of principal, premium or interest on the Bonds to the Trustee. The Authority directs the Borrower, and the Borrower agrees, to pay to the Trustee at its Principal Corporate Trust Office all payments under Section 4.1 of this Agreement and on the Borrower Bonds and other payments due and payable to the Trustee under this Agreement. The Borrower will make payments directly to the Trustee without defense or set-off by reason of any dispute between the Borrower and the Trustee or the Authority. The Authority agrees that the Trustee as assignee may enforce any and all rights and remedies under this Agreement, but the Authority retains the right also to proceed in its own name against the Borrower for the enforcement of the performance of any obligation of the Borrower with respect to the Unassigned Authority Rights, including by specific performance; provided, that in any such action seeking to enforce that performance, the Authority shall have no rights with respect to the Borrower Bonds, and in such event the obligation of the Borrower to make the payments required to repay the loan under this Agreement and payments required under the Borrower Bonds shall remain unconditional as provided in Section 4.4 of this Agreement. The Authority and the Borrower covenant and agree that the Borrower Bonds will at all times be (i) in fully registered form; (ii) registered in the name of the Trustee; (iii) non-transferable except as provided in the Borrower Indenture; and (iv) appropriately marked to indicate clearly the restrictions on their transfer imposed by this Agreement.
Assignment of Authority’s Rights. As security for the payment of the Bonds, the Authority will under the Indenture assign to the Trustee the Authority’s rights under this Agreement, including the right to receive Loan Payments hereunder (except the right of the Authority to receive certain payments, if any, with respect to fees, expenses and indemnification, or to enforce its rights under Sections 4.2(d), 7.3, 9.2 and 9.3 and its rights of indemnification and consent). The Authority hereby directs the Company to make the Loan Payments required hereunder directly to the Trustee for deposit as contemplated by the Indenture. The Authority hereby directs the Company to make the Purchase Price Payments required hereunder directly to the Trustee or the Tender Agent as contemplated by the Indenture. The Company hereby consents to such assignment and agrees to make payments directly to the Trustee or the Tender Agent, as the case may be, without defense or set-off by reason of any dispute between the Company and the Authority or the Trustee.
Assignment of Authority’s Rights. Under the State Indenture, the Authority will, as additional security for the State Bonds, assign, transfer, pledge and grant a security interest to the Trustee in the State Payments and other moneys received by the Authority hereunder and directed to be deposited by the Authority with the Trustee under the State Indenture (the “State Obligations”). The Trustee is hereby given the right to enforce either jointly with the Authority or separately, the performance of the State Obligations. The State hereby consents to the same and agrees that the Trustee may enforce such rights as provided in the State Indenture and the State will cause payments required hereunder to be made directly to the Trustee. This Agreement recognizes that the Trustee is a third party creditor-beneficiary hereof with respect to the State Obligations. Under the City Indenture, the Authority will, as additional security for the City Bonds, assign, transfer, pledge and grant a security interest to the Trustee in the City Payments and other moneys received by the Authority hereunder and directed to be deposited by the Authority with the Trustee under the City Indenture (the “City Obligations”). The Trustee is hereby given the right to enforce either jointly with the Authority or separately, the performance of the City Obligations. The City hereby consents to the same and agrees that the Trustee may enforce such rights as provided in the City Indenture and the City will cause payments required hereunder to be made directly to the Trustee. This Agreement recognizes that the Trustee is a third party creditor-beneficiary hereof with respect to the City Obligations.
Assignment of Authority’s Rights. As security for the payment of the Bonds, the Authority will assign to the Trustee the Authority’s rights under this Loan Agreement, including the right to receive payments hereunder (except the Retained Rights), and the Authority hereby directs the Borrower to make the payments required hereunder (except such payments for expenses and indemnification) directly to the Trustee. The Borrower hereby assents to such assignment and agrees to make payments directly to the Trustee without defense or set-off by reason of any dispute between the Borrower and the Authority or the Trustee.
Assignment of Authority’s Rights. (a) The Authority, immediately following execution and delivery hereof, shall assign this Agreement and all right, title and interest of the Authority in and to this Agreement and all amounts due and payable by the Company hereunder, except the Unassigned Authority’s Rights, to the Trustee as trustee, IN TRUST, to be held and applied pursuant to the provisions of the Indenture. The Company: (1) consents to such assignment and accepts notice thereof with the same legal effect as though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment; (2) agrees to pay directly to the Trustee, except as provided in Section 3.04 hereof, all payments to be made by the Company hereunder, all such payments to be made by the Company to the Trustee without any defense, set-off or counterclaim arising out of any default on the part of the Authority under the Agreement or any transaction between the Company and the Authority or between the Company and the Trustee; and (3) agrees that the Trustee may exercise any and all rights and pursue any and all remedies granted the Authority hereunder.
Assignment of Authority’s Rights. Under the Indenture, the Authority has pledged, assigned, transferred in trust and granted a security interest to the Trustee in all of the Authority’s rights, title and interest under this Loan Agreement (except for the Authority’s rights to payment of its fees and expenses and the Authority’s right to indemnification in certain circumstances and as otherwise expressly set forth in this Loan Agreement) as security for the Notes, and such rights, title and interest may be exercised, protected and enforced for or on behalf of the Owners of the Notes in conformity with this Loan Agreement, the Indenture and the Continuing Covenant Agreement. Each of the Trustee and the Purchaser is hereby given the right to enforce, as assignee of the Authority, the performance of the obligations of the Corporation under this Loan Agreement, and the Corporation hereby consents to the same and agrees that the Trustee and the Purchaser may enforce such rights as provided in this Loan Agreement, the Indenture and the Continuing Covenant Agreement. The Authority and the Corporation recognize that each of the Trustee and the Purchaser is a third party creditor-beneficiary of this Loan Agreement.
Assignment of Authority’s Rights. As security for the payment of the Bonds, the Authority will assign to the Trustee all the Authority's rights under this Agreement. Subject to the prior assignment made to the Trustee to secure the Bonds, the Authority will also assign all the Authority's rights under this Agreement to the Bank to secure all of the Obligations (as defined in the Reimbursement Agreement). The Company consents to such assignments and agrees to make the loan payments under Section 3.01 and Section 3.05 hereof directly to the Trustee without defense or set-off by reason of any dispute between the Company and the Trustee or the Authority. Whenever the Company is required to obtain the consent of the Authority hereunder, the Company shall also obtain the consent of the Bank.
Assignment of Authority’s Rights. To secure the payment of the Debt Service, the Authority shall pledge and assign to the Trustee all the Authority’s rights in, to and under this Agreement (except for the Unassigned Authority’s Rights), the Revenues, the Note, the Senior Secured Bonds and the other property comprising the Trust Estate. The Company consents to such pledge and assignment and agrees to make or cause to be made Loan Payments and Purchase Payments directly to the Trustee without defense or set-off by reason of any dispute between the Company and the Trustee, and further agrees to issue and deliver the Note and the Senior Secured Bonds directly to the Trustee to be held by the Trustee in accordance with the provisions of the Indenture. Whenever the Company is required to obtain the consent of the Authority hereunder, the Company shall also obtain the consent of the Trustee; provided that, except as otherwise expressly stipulated herein or in the Indenture, the Company shall not be required to obtain the Trustee’s consent with respect to the Unassigned Authority’s Rights.
