Collateral Assignment; Consent Clause Samples

Collateral Assignment; Consent. 20.26.1 Owner has advised A/E that the Project will be financed with the proceeds of bonds issued by the ▇▇▇▇▇▇-▇▇▇▇▇ County Port Authority (the “Issuer”) pursuant to a trust indenture between Issuer and UMB Bank, N.A., a national association (the “Trustee”), and that Owner and Issuer will enter into a lease agreement (“Financing Agreement”) pursuant to which Issuer will deliver the proceeds of the bonds to Owner for the purpose of financing a portion of the costs of the acquisition, construction, improvement, development, equipping and furnishing of the Project and certain related expenses. A/E shall execute, and shall endeavor to require that its Consultants execute (to the extent requested by the financing parties), an agreement among A/E, Trustee and Owner, in a form substantially similar to the attached Consent and Agreement (Exhibit J). 20.26.2 Owner shall be freely entitled, without the consent of A/E, to assign, novate, transfer, pledge, charge or otherwise encumber its rights arising under this Agreement (including any performance assurance provided by A/E) as collateral to any financing party providing financing for Owner’s Project or assignee of such financing party. At the request of Owner, A/E shall enter, and shall endeavor to require that its Consultants enter (to the extent requested by the financing parties), into a direct agreement with the financing parties and Owner in a form customarily required for projects of this kind and reasonably acceptable to A/E which will include among other things: (i) notification to, and acknowledgment and consent from A/E in respect of the assignment or security over Owner’s rights and obligations under this Agreement (including any performance assurance provided by A/E); (ii) arrangements in respect of the assumption of outstanding liabilities on terms to be agreed; (iii) obligations to notify the financing parties of Owner’s defaults under this Agreement; (iv) extended cure rights for the financing parties prior to any suspension or termination by A/E; (v) rights for the financing parties to be provided with information and to attend agreed meetings in relation to the performance under this Agreement. 20.26.3 If requested by Owner or the financing parties, A/E will negotiate, acting reasonably, amendments or additions to this Agreement (including, by way of example, certain mechanics regarding the payment terms) resulting from the financing agreements and amendments thereto; provided, however, that A/E s...