Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void.
(b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDED, HOWEVER, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policy.
(c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction.
(d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy), other than Financial Security, against the Trust, the Seller, Arcadia Financial or the Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trus...
Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Subordination Agent, and except for any transaction expressly permitted by Section 5.02 of the applicable Class G Trust Agreement, JetBlue, may not assign their respective rights under this Insurance Agreement, or delegate any of their duties hereunder, without the prior written consent of the other parties hereto. Any assignments made in violation of this Insurance Agreement shall be null and void.
(b) The Policy Provider shall have the right to grant participation in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Policies upon such terms and conditions as the Policy Provider may in its discretion determine; provided, however, that no such participation or reinsurance agreement or arrangement shall relieve the Policy Provider of any of its obligations hereunder or under either Policy or grant to any participant or reinsurer any rights hereunder or under any Operative Agreement.
(c) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Class G Certificateholder, other than the Policy Provider against JetBlue, or JetBlue against the Policy Provider, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Class G Trustees nor any Class G Certificateholder shall have any right to payment from the Premium paid or payable hereunder or from any amounts paid by JetBlue pursuant to Sections 3.02 or 3.03.
Assignments; Reinsurance; Third-Party Rights. Section 4.05 Liability of the Policy Provider
Assignments; Reinsurance; Third-Party Rights. Liability of the Insurer Section 4.06. Parties Will Not Institute Insolvency Proceedings
Assignments; Reinsurance; Third-Party Rights. Section 4.04.
Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the Issuer, MONY Group and MONY Life nor the Indenture Trustee may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of the Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void.
(b) The Insurer shall have the right to enter into contracts of reinsurance with respect to the Policies upon such terms and conditions as the Insurer may in its discretion determine; provided, however, that no such reinsurance agreement or arrangement shall relieve the Insurer of any of its obligations hereunder or under the Initial Policies.
(c) Nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder, other than the Insurer against any of the Issuer, MONY Group or MONY Life and MONY Group, MONY Life and the Issuer against the Insurer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither
Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of OFL, ORFC nor the Issuer may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void.
(b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDED, HOWEVER, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Policy.
(c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction.
(d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder, other than Financial Security, against OFL, ORFC or the Issuer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee nor any Noteholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by OFL or the Issuer pursuant to Section 3.02, 3.03 or 3.04 hereof.
Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may not assign its rights under this Agreement, or delegate any of its duties
(b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Policy upon such terms and conditions as Financial Security may in its discretion determine; provided, however, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Policy.
(c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Related Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction.
Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither MEI nor any Relevant Party may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of the
Assignments; Reinsurance; Third-Party Rights. (a) Any Person (a) into which Key Bank USA, National Association may be merged or consolidated, (b) which may result from any merger or consolidation to which Key Bank USA, National Association shall be a party or (c) which may succeed to the properties and assets of Key Bank USA, National Association substantially as a whole, shall be the successor to Key Bank USA, National Association without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that Key Bank USA, National Association hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving entity, as the case may be, if other than Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of Key Bank USA, National Association under this Agreement and the Transaction Documents, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to this Agreement or any other Transaction Document shall have been breached and no Administrator Default or Master Servicer Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default or Master Servicer Default shall have occurred and be continuing, (iii) the surviving entity if other than Key Bank USA, National Association (or an affiliate thereof) shall have delivered to the Securities Insurer, the Swap Counterparty, Eligible Lender Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and all other requirements of any of the Transaction Documents and that all conditions precedent, if any, provided for in this Agreement or any other Transaction Document relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) the surviving entity shall have a consolidated net worth at least equal to that of the predecessor Key Bank USA, National Association, (v) such transaction will not result in a material adverse Federal or state tax consequence to the Issuer, the holders of the Group II Notes or the Insurer and (vi) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, Key Bank USA, National Association shall ...
