ASSIGNMENT OF RIGHTS OF ACTION. 9.1 This clause 9 applies to accrued rights of action, whether or not ascertained, against the Building Contractor or members of the Professional Team which relates to the SW2 Enterprise Centre Development Works only and to which the Developer is or may be entitled at the end of the Liability Period unless at that time it is the subject matter of a claim which has been begun by the Council against the Developer, or relates in whole or in part to a matter for which the Developer remains liable under clause 8.2.
9.2 Where an assignment of the rights of action is not prohibited under the Building Contract or an Appointment and any necessary consent to the assignment of the rights of action can be obtained:
9.2.1 the Developer is at the request and reasonable and proper cost of the Council to use reasonable endeavours to obtain any consent required for the assignment; and
9.2.2 subject to any consents required being obtained, the Developer is to assign to the Council absolutely with full title guarantee all rights of action on terms to be agreed between the parties (acting reasonably) subject to receipt of a full indemnity from the Council for any future liability of the Developer under the relevant Building Contract or Appointment.
9.3 Where an assignment of the rights of action is prohibited under the terms of the Building Contract or the terms of an Appointment, or the Developer, having used reasonable endeavours to do so, has not been able to obtain any consent required for the assignment, the Developer is, in relation to the rights of action it retains at the request and cost of the Council, to prosecute claims against and seek redress from the Building Contractor or members of the Professional Team, hold the proceeds of such claims on trust for the Council and account to the Council for those proceeds provided that:
9.3.1 the Developer shall never be obliged to act against its own commercial interests as determined by the Developer acting reasonably;
9.3.2 the Developer shall only be obliged to prosecute such claims and seek such redress where the Council is unable to do so under the Warranties and such inability is not the result of the Council's own default.
ASSIGNMENT OF RIGHTS OF ACTION. The Issuer has assigned to the Trustee its right, title and interest in and to certain of the Loan Documents and related instruments in connection with the issuance of the Bonds (the “Assigned Documents”). The Trustee is also a party to the Disbursing and Servicing Agreement relating to the Bonds. The Trustee shall have the right to enforce the rights of the Issuer under the Assigned Documents and the right to enforce the obligations of the other parties to the Assigned Documents on behalf of the Issuer. The Trustee shall take such actions with respect to the Assigned Documents and the Disbursing and Servicing Agreement only at the direction (and subject to the Trustee’s right to indemnity), of the Significant Bondholder, if any, or the Owners of a majority in aggregate principal amount of the Bonds then Outstanding.
ASSIGNMENT OF RIGHTS OF ACTION. Where a payment is made under this endorsement, the Insurer is entitled to receive from the eligible claimant, in consideration thereof, an assignment of all rights of action whether judgement is obtained or not, and the eligible claimant undertakes to cooperate with the Insurer, except in a pecuniary way, in the pursuit of any subrogated action or any right of action so assigned.
