Assignment as Security. Buyer further acknowledges and agrees that Seller may collaterally assign, transfer, or otherwise encumber, all or any of its rights, benefits and obligations under this Agreement to such Lenders or Lenders’ Agent as security for Seller’s, Driftwood’s or their respective Affiliate’s obligations to Lenders. Accordingly, upon Seller’s request pursuant to a notice hereunder and at Seller’s cost, Buyer shall enter into, and if Buyer is Assignee Buyer, then Assignee Buyer shall cause any guarantor that has provided a guaranty in support of Assignee Buyer’s obligations hereunder to enter into, one or more direct agreements or consent agreements (each, a “Direct Agreement”) pursuant to which Buyer or such guarantor, as applicable:
(a) consents to the collateral assignment of Seller’s, Driftwood’s or their respective Affiliate’s rights and obligations under this Agreement or the guaranty, as applicable, to the Lenders or the Lenders’ Agent and the subsequent assignment and transfer of this Agreement or the guaranty, as applicable, to the Lenders’ Agent or other designee or nominee of the Lenders (including a purchaser at any foreclosure sale or any assignee or transferee under any instrument of assignment or transfer in lieu of foreclosure) following an event of default by Seller, Driftwood or their respective Affiliate under the financing documents entered into by Seller, Driftwood or their respective Affiliates with the Lenders;
(b) provides representations and warranties that this Agreement or the guaranty, as applicable, is in full force and effect and has not been modified or amended and that there are no defaults existing under this Agreement or the guaranty, as applicable;
(c) in the case of Buyer, provides representations and warranties regarding the corporate existence of Buyer, its authority to enter into and perform this Agreement and that this Agreement is the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, and in the case of guarantor, provides representations and warranties regarding the corporate existence of guarantor, its authority to enter into and perform the guaranty and that the guaranty is the legal, valid and binding obligation of guarantor, enforceable against guarantor in accordance with its terms;
(d) agrees to make payments of amounts owed under this Agreement or the guaranty, as applicable, to one or more accounts as notified by Lenders’ Agent from time to time;
(e) in the case of Bu...
Assignment as Security. The Transporter further acknowledges and agrees that Project Co may assign, transfer, or otherwise encumber, all or any of its rights, benefits and obligations under this Agreement to such Lenders or Lenders’ Agent as security for the obligations of Project Co or its Affiliates to the respective Lenders. Accordingly, upon Project Co’s request pursuant to a notice hereunder, the Transporter shall enter into direct agreements (each, a “Direct Agreement”) that:
(i) provide for the assignment and transfer of the assigning Person’s rights and obligations under this Agreement or the relevant other agreement to a nominee of Lender following a default by the assigning Person under its lending arrangement; and
(ii) are substantially in the form of Schedule 7, with such revisions as may be required by the Lenders or Lenders’ Agent so long as such changes do not materially affect the Transporter’s rights or obligations under this Agreement, and (ii) contain such further undertakings that are normal and customary in project financings or refinancings of this type; provided, however, that, the Transporter shall not be required to provide (or cause to be provided) any guaranty or similar commitment in favour of the Lenders, Project Co or any other Person.
Assignment as Security. Nothing herein shall prohibit any Bank from pledging or assigning all or part of its rights under this Agreement and the other Loan Documents to any Person, including, without limitation, to any Federal Reserve Bank in accordance with applicable law.
Assignment as Security. Notwithstanding the provisions of Section 17.4(a) above, for the purpose of a Project Financing, Owner may assign to, or otherwise create a security interest in favor of, Lenders or their designee, or any other Person providing Project Financing, in Owner’s rights and interests in, under or pursuant to this Agreement and the revenues deriving from any of the rights or assets of Owner hereunder. Energy Manager further agrees to reasonably cooperate with Owner and the parties providing Project Financing by entering into consent agreements with the Lenders.
Assignment as Security. (a) In consideration of the Bank agreeing to grant, or continuing to grant or make available to and for the benefit of the Borrower, Banking Facilities as the Bank thinks fit, and as security for the repayment of the Indebtedness, the Assignor assigns to the Bank the Assignor‟s benefits, rights, title, and interest in and to the Sale Agreement and in the Property, together with the Assignor‟s right of enforcement, upon the terms and conditions in this Assignment.
(b) Regardless of this Assignment, the Assignor will continue to be solely responsible for observing all the terms and conditions and obligations of the Assignor in the Sale Agreement.
Assignment as Security. (a) In consideration of the Bank agreeing to grant, or continuing to grant or make available to and for the benefit of the Customer, the Facilities as the Bank thinks fit, and as security for the payment of the Indebtedness, the Assignor absolutely assigns to the Bank the Rental Proceeds, together with the Assignor’s right of enforcement, upon the terms and conditions in this Assignment.
(b) Regardless of this Assignment, the Assignor will continue to be solely responsible for observing all the terms and conditions and obligations of the Assignor in the Tenancies.
Assignment as Security. (a) User must not grant any mortgage, charge, encumbrance or security interest over this agreement without the prior written consent of TasNetworks (which will not be unreasonably withheld).
(b) If requested by User, TasNetworks will (at the cost of User) negotiate in good faith the terms of a tripartite agreement between User, TasNetworks and any proposed financiers to User, provided those financiers are solvent and reputable. However nothing in this clause 18.5(b) requires TasNetworks to agree to a provision which it (acting reasonably) considers increase its risk (as compared to the level of risk under this agreement) or which may adversely affect power system security.
Assignment as Security. In consideration of the Facility being granted and made available to the Assignor, and pursuant to the Letter of Offer and the Loan Agreement, and as security for the payment and repayment of the Indebtedness under the Facility and pursuant to the Loan Agreement and the Letter of Offer, the Assignor shall assign all his rights title and interests in and to the Property under pursuant to and by virtue of the Principal Sale and Purchase Agreement and the Related Documents upon the terms and conditions therein contained.
Assignment as Security. (a) The Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns, transfers and sets over to Assignee the Collateral, solely as collateral security for satisfaction of the Obligations, as the same have been assumed by the Assignor pursuant to the terms of the Assignment Agreement.
(b) For the purposes hereof, (i) "Collateral" shall be comprised of the Assigned Proceeds (as hereinafter defined) and the Claim Rights (as hereinafter defined); (ii) "Assigned Proceeds" shall mean all amounts due and payable by Insurer to or on behalf of Assignor under the Insurance Agreement in respect of Indemnity Claims; (iii) "Claim Rights" shall mean Assignor's right to make an Indemnity Claim against the Insurer, but only in respect of any Indemnity Claim which Assignor (x) is entitled to make against the Insurer under the Insurance Agreement, but (y) fails so to make in violation of its obligations under the Assignment Agreement and the Relationship Agreement of even date herewith among Assignor, Assignee and others.
Assignment as Security. The provisions of this Article 16 shall not in any way prevent Operator or any Owner from assigning or mortgaging Operator's rights under this Agreement, as security for its indebtedness. Producer shall execute all consents to such assignment or mortgage and acknowledgements which are reasonably requested by Operator or any lenders which are granted security interests in relation to the Facilities or this Agreement by Operator or any Owner.
