Common use of Assignment of Authority’s Rights Clause in Contracts

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. 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 's rights, remedies and interest under this Participation Agreement and the Note, including the right to receive payments under this the Participation Agreement and the Note (except the Authority’s 's rights with respect to (a) administrative compensation, attorney’s '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 the Participation Agreement, (c) granting approvals and consents and making determinations when required under this the Participation Agreement, (d) making requests for information and inspections in accordance with this the Participation Agreement, (e) Article III and Sections 4.02(f), 4.14 and 5.09 5.08 of this the 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 the 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 5.08 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. As security for the payment of the its Bonds, the Authority will concurrently with the issuance of the Bonds pledge and assign to the Trustee the Participation Authority’s rights under this Agreement and (except the Note and all Unassigned Authority Rights), including the right of the Authority’s rights, remedies Authority to receive the Borrower Bonds and interest under this Participation Agreement and the Note, including the right to receive payments under them and under Section 4.1 of this Participation 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 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 Borrower Bonds and other items of a similar nature required to be delivered payments due and payable to the Authority Trustee 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 . The Borrower will 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, Borrower and the Trustee or Registrar the Authority. The Authority agrees that the Trustee as assignee may enforce any and Paying Agentall 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. Except 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 Authority will not sell, assign, transfer, convey or otherwise dispose of its interest in restrictions on their transfer imposed by this Participation Agreement during the term of this Participation Agreement.

Assignment of Authority’s Rights. As security for the payment of the its Bonds, the Authority will concurrently with the issuance of the Bonds pledge and assign to the Trustee the Participation Authority’s rights under this Agreement (except the right for it to receive payments under Sections 5.1, 5.2 and 6.3 of this Agreement), including the Note and all right of the Authority’s rights, remedies Authority to receive the Mortgage Bonds and interest under this Participation Agreement and the Note, including the right to receive payments under them and under Section 4.1 of this Participation Agreement Agreement, and the Note (except the Authority’s rights Authority covenants and agrees 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 pledge, assign and deliver the Mortgage Bonds and payments made under this Agreement for payment of principal, premium or interest on the Bonds to the Trustee. The Authority directs the Company, and the Company agrees, to pay to the Trustee at its Principal Office all payments under Section 4.1 of this Agreement and on the Mortgage Bonds and other payments due and payable to the Trustee under this Agreement. The Company will 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, Company and the Trustee or Registrar the Authority. The Authority agrees that the Trustee as assignee may enforce any and Paying Agent. Except all rights and remedies under this Agreement, but the Authority retains the right also to proceed in its own name against the Company for the enforcement of the performance of any obligation of the Company under Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 6.3, 7.2 or 7.4 of this Agreement, 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 Mortgage Bonds, and in such event the obligation of the Company to make the payments required to repay the loan under this Agreement and payments required under the Mortgage Bonds shall remain unconditional as provided in Section 4.4 of this Agreement.‌ The Authority and the Company covenant and agree that the Mortgage 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 Company Indenture, ; and (iv) appropriately marked to indicate clearly the Authority will not sell, assign, transfer, convey or otherwise dispose of its interest in restrictions on their transfer imposed by this Participation Agreement during the term of this Participation Agreement.

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 (i) payments made pursuant to Sections 4.02(f) and 5.09 hereof which shall be made directly to the AuthorityAuthority and (ii) directly to the Trustee (or in the case payments of the Purchase Price, which shall be made directly to the Registrar and Paying Agent) directly to the Trustee 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. 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 (i) payments made pursuant to Sections 4.02(f) and 5.09 hereof which shall be made directly to the Authorityparty entitled thereto and (ii) directly to the Trustee (or in the case payments of the Purchase Price, which shall be made directly to the Registrar and Paying Agent) directly to the Trustee 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. 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 4.15 and 5.09 of this Participation Agreement and, insofar as the obligations of the Company under Section 4.12 4.13 of this Participation Agreement relate to taxes and assessments imposed upon the Authority and not the Trustee, Section 4.12 thereof 4.13 hereof 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 (i) payments made pursuant to Sections 4.02(f) and 5.09 hereof which shall be made directly to the Authorityparty entitled thereto and (ii) directly to the Trustee (or in the case payments of the Purchase Price, which shall be made directly to the Registrar and Paying Agent) directly to the Trustee 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. As security for the payment of the its Bonds, the Authority will concurrently with the issuance of the Bonds pledge and assign to the Trustee the Participation Authority’s rights under this Agreement (except the right for it to receive payments‌ under Sections 5.1, 5.2 and 6.3 of this Agreement), including the Note and all right of the Authority’s rights, remedies Authority to receive the Mortgage Bonds and interest under this Participation Agreement and the Note, including the right to receive payments under them and under Section 4.1 of this Participation Agreement Agreement, and the Note (except the Authority’s rights Authority covenants and agrees 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 pledge, assign and deliver the Mortgage Bonds and payments made under this Agreement for payment of principal, premium or interest on the Bonds to the Trustee. The Authority directs the Company, and the Company agrees, to pay to the Trustee at its Principal Office all payments under Section 4.1 of this Agreement and on the Mortgage Bonds and other payments due and payable to the Trustee under this Agreement. The Company will 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, Company and the Trustee or Registrar the Authority. The Authority agrees that the Trustee as assignee may enforce any and Paying Agentall rights and remedies under this Agreement, but the Authority retains the right also to proceed in its own name against the Company for the enforcement of the performance of any obligation of the Company under Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 6.3, 7.2 or 7.4 of this Agreement, 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 Mortgage Bonds, and in such event the obligation of the Company to make the payments required to repay the loan under this Agreement and payments required under the Mortgage Bonds shall remain unconditional as provided in Section 4.4 of this Agreement. Except The Authority and the Company covenant and agree that the Mortgage 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 Company Indenture, ; and (iv) appropriately marked to indicate clearly the Authority will not sell, assign, transfer, convey or otherwise dispose of its interest in restrictions on their transfer imposed by this Participation Agreement during the term of this Participation Agreement.

Assignment of Authority’s Rights. As security for the payment (a) The Authority, immediately following execution and delivery hereof, shall assign this Agreement and all right, title and interest of the BondsAuthority in and to this Agreement and all amounts due and payable by the Company hereunder, except the Authority will assign Unassigned Authority’s Rights, to the Trustee as trustee, IN TRUST, to be held and applied pursuant to the Participation Agreement and the Note and all provisions 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 AgentIndenture. The Company herewith assents Company: (1) consents to such assignment and will make payments under this Participation Agreement and accepts notice thereof with the Note same legal effect as though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment; (except payments made pursuant 2) agrees to Sections 4.02(f) and 5.09 hereof which shall be made pay directly to the Authority) directly 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 in counterclaim arising out of any default on the case part of the Purchase PriceAuthority 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. (b) 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 Registrar Bank as further security for payment and Paying Agent) without defense or set-off by reason of any dispute between any performance of the Company’s “Obligations” under and as defined in the Reimbursement Agreement, subject, however, to the prior assignment made to the Trustee or Registrar as contemplated by subsection (a) above. The Company (1) consents to such assignment and Paying Agent. Except accepts notice thereof with the same legal effect as provided though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment, and (2) agrees that the IndentureBank may, subject to the superior rights of the Trustee as assignee of the Authority, pursue any and all remedies granted to the Authority will not sell, assign, transfer, convey or otherwise dispose of its interest in this Participation Agreement during the term of this Participation Agreementhereunder.

Assignment of Authority’s Rights. As security for the payment (a) The Authority, immediately following execution and delivery hereof, shall assign this Agreement and all right, title and interest of the BondsAuthority in and to this Agreement and all amounts due and payable by the Company hereunder, except the Authority will assign Unassigned Authority’s Rights, to the Trustee as trustee, IN TRUST, to be held and applied pursuant to the Participation Agreement and the Note and all provisions 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 AgentIndenture. The Company herewith assents Company: (1) consents to such assignment and will make payments under this Participation Agreement and accepts notice thereof with the Note same legal effect as though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment; (except payments made pursuant 2) agrees to Sections 4.02(f) and 5.09 hereof which shall be made pay directly to the Authority) directly 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 in counterclaim arising out of any default on the case part of the Purchase PriceAuthority 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. (b) 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 Registrar Bank as further security for payment and Paying Agent) without defense or set-off by reason of any dispute between any performance of the Company’s “Obligations” under and as defined in the Letter of Credit Agreement, subject, however, to the prior assignment made to the Trustee or Registrar as contemplated by subsection (a) above. The Company (1) consents to such assignment and Paying Agent. Except accepts notice thereof with the same legal effect as provided though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment, and (2) agrees that the IndentureBank may, subject to the superior rights of the Trustee as assignee of the Authority, pursue any and all remedies granted to the Authority will not sell, assign, transfer, convey or otherwise dispose of its interest in this Participation Agreement during the term of this Participation Agreementhereunder.

Assignment of Authority’s Rights. As security for the payment (a) The Authority, immediately following execution and delivery hereof, shall assign this Agreement and all right, title and interest of the BondsAuthority in and to this Agreement and all amounts due and payable by the Company hereunder, except the Authority will assign Unassigned Authority’s Rights, to the Trustee as trustee, IN TRUST, to be held and applied pursuant to the Participation Agreement and the Note and all provisions 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 AgentIndenture. The Company herewith assents Company: (1) consents to such assignment and will make payments under this Participation Agreement and accepts notice thereof with the Note same legal effect as though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment; (except payments made pursuant 2) agrees to Sections 4.02(f) and 5.09 hereof which shall be made pay directly to the Authority) directly 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 in counterclaim arising out of any default on the case part of the Purchase PriceAuthority 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. (b) 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 Registrar Bank as further security for payment and Paying Agent) without defense or set-off by reason of any dispute between any performance of the Company’s “Obligations” under and as defined in the Letter of Credit Agreement, subject, however, to the prior assignment made to the Trustee or Registrar as contemplated by subsection (a) above. The Company (1) consents to such assignment and Paying Agent. Except accepts notice thereof with the same legal effect as provided though such acceptance was embodied in a separate instrument, separately executed after execution of such assignment, and (2) agrees that the IndentureBank may, subject to the superior rights of the Trustee as assignee of the Authority, pursue any and all remedies granted to the Authority will not sell, assign, transfer, convey or otherwise dispose of its interest in this Participation Agreement during the term of this Participation Agreementhereunder.