Common use of Continuing Assignment and Security Interest Clause in Contracts

Continuing Assignment and Security Interest. [FOR PROJECT OWNERS ONLY: TRANSFER OF GUARANTY]. This Agreement shall create a continuing assignment of, and security interest in, the Collateral and shall (a) remain in full force and effect until payment in full of the Obligations, (b) be binding upon Owner, its successors and assigns; provided, however, that the obligations of Owner, its successors and assigns hereunder may not be assigned without the prior written consent of Administrative Agent; and (c) inure, together with the rights and remedies of Administrative Agent, to the benefit of Administrative Agent, the Banks and their respective successors, transferees and assigns. Without limiting the generality of the foregoing but subject to the terms of the Credit Agreement, Administrative Agent or any of the Banks may assign or otherwise transfer all or any part of or interest in the Notes and the other Credit Documents[INSERT IF PROJECT OWNER: , INCLUDING THE GUARANTY,] or other evidence of indebtedness held by them to any other Person to the extent permitted by and in accordance with the Credit Agreement, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Banks herein or otherwise. The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Administrative Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any person on the indebtedness secured hereby. If this Agreement shall be terminated or revoked by operation of law, Owner will indemnify and save Administrative Agent and the Banks harmless from any loss which may be suffered or incurred by Administrative Agent and the Banks in acting hereunder prior to the receipt by Administrative Agent, its successors, transferees, or assigns of notice of such termination or revocation.

Appears in 2 contracts

Samples: Credit Agreement (Calpine Corp), Security Agreement (Calpine Corp)

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Continuing Assignment and Security Interest. [FOR PROJECT OWNERS ONLY: TRANSFER OF GUARANTY]. This Agreement shall create a continuing assignment of, and security interest in, the Collateral and shall (a) remain in full force and effect until payment in full of the Obligations, (b) be binding upon Owner, its successors and assigns; provided, however, that the obligations of Owner, its successors and assigns hereunder may not be assigned without the prior written consent of Administrative Agent; and (c) inure, together with the rights and remedies of Administrative Agent, to the benefit of Administrative Agent, the Banks and their respective successors, transferees and assigns. Without limiting the generality of the foregoing but subject to the terms of the Credit Agreement, Administrative Agent or any of the Banks may assign or otherwise transfer all or any part of or interest in the Notes and the other Credit Documents[INSERT IF PROJECT OWNER: , INCLUDING THE GUARANTY,] Documents or other evidence of indebtedness held by them to any other Person to the extent permitted by and in accordance with the Credit Agreement, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Banks herein or otherwise. The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Administrative Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any person on the indebtedness secured hereby. If this Agreement shall be terminated or revoked by operation of law, Owner will indemnify and save Administrative Agent and the Banks harmless from any loss which may be suffered or incurred by Administrative Agent and the Banks in acting hereunder prior to the receipt by Administrative Agent, its successors, transferees, or assigns of notice of such termination or revocation.

Appears in 2 contracts

Samples: Credit Agreement (Calpine Corp), Security Agreement (Calpine Corp)

Continuing Assignment and Security Interest. [FOR PROJECT OWNERS ONLY: TRANSFER OF GUARANTY]. This Agreement shall create a continuing assignment of, and security interest in, the Collateral and shall (a) remain in full force and effect effect, subject to Section 14.1, until payment in full of the Secured Obligations, ; (b) be binding upon Ownerthe Manager, its successors and assigns; provided, however, that the obligations of Ownerthe Manager, its successors and assigns hereunder may not be assigned without the prior written consent of Administrative Agentthe Trustee except to a Permitted Replacement Manager; and (c) inure, together with the rights and remedies of Administrative Agentthe Trustee, to the benefit of Administrative Agent, the Banks Trustee and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing but subject to the terms of the Credit Indenture and the Intercreditor Agreement, Administrative Agent or any of the Banks Trustee may assign or otherwise transfer all or any part of or interest in the Notes and the other Credit Documents[INSERT IF PROJECT OWNER: , INCLUDING THE GUARANTY,] this Agreement or other evidence of indebtedness held by them it to any other Person to the extent permitted by and in accordance with the Credit Indenture and the Intercreditor Agreement, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Banks Trustee herein or otherwise. The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Administrative Agent the Trustee to any security it may have in any order it may deem appropriate, shall not affect the liability of any person Person on the indebtedness secured hereby. If this Agreement shall be terminated or revoked by operation of law, Owner the Manager will indemnify and save Administrative Agent and the Banks Trustee harmless from any loss which may be suffered or incurred by Administrative Agent and the Banks Trustee in acting hereunder prior to the receipt by Administrative Agentthe Trustee, its successors, transferees, or assigns of notice of such termination or revocation.

Appears in 1 contract

Samples: Account Contribution Agreement (Chukchansi Economic Development Authority)

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Continuing Assignment and Security Interest. [FOR PROJECT OWNERS ONLY: TRANSFER OF GUARANTY]. This Agreement shall create a continuing assignment of, and security interest in, the Collateral and shall shall: (a) remain in full force and effect until payment in full of the Secured Obligations, ; (b) be binding upon Owner, each Tribal Party and its successors and assigns; provided, however, that the obligations of Owner, a Tribal Party and its successors and assigns hereunder may not be assigned without the prior written consent of Administrative Agentthe Trustee; and (c) inure, together with the rights and remedies of Administrative Agentthe Trustee, to the benefit of Administrative Agent, the Banks Trustee and their respective its successors, transferees and assigns. Without limiting the generality of the foregoing but subject to the terms of the Credit AgreementIndenture, Administrative Agent or any of the Banks Trustee may assign or otherwise transfer all or any part of or interest in the Senior Notes and the other Credit Documents[INSERT IF PROJECT OWNER: , INCLUDING THE GUARANTY,] or other evidence of indebtedness held by them it to any other Person to the extent permitted by and in accordance with the Credit AgreementIndenture, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Banks Trustee herein or otherwise. The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Administrative Agent the Trustee to any security it may have in any order it may deem appropriate, shall not affect the liability of any person on the indebtedness secured hereby. If this Agreement shall be terminated or revoked by operation of law, Owner the Authority will indemnify and save Administrative Agent and the Banks Trustee harmless from any loss which may be suffered or incurred by Administrative Agent and the Banks Trustee in acting hereunder prior to the receipt by Administrative Agentthe Trustee, its successors, transferees, or assigns of notice of such termination or revocation.

Appears in 1 contract

Samples: Pledge and Security Agreement (River Rock Entertainment Authority)

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