Common use of Survival of Covenants; Successors and Assigns Clause in Contracts

Survival of Covenants; Successors and Assigns. (a) All covenants, agreements, representations, and warranties made herein and in the certificates delivered pursuant hereto shall survive the making of any Advance hereunder and shall continue in full force and effect so long as the Commitment is in effect and until all obligations of the Authority hereunder and under the Bank Note shall have been paid in full. Whenever in this Agreement any of the parties hereto is referred to, such reference shall, subject to the last sentence of this Section, be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the Authority which are contained in this Agreement and the Bank Note shall inure to the benefit of the successors and assigns of the Bank. The Authority may not transfer its rights or obligations under this Agreement or the Bank Note without the prior written consent of the Bank. The Bank may transfer some or all of its rights and obligations under this Agreement with the prior written consent of the Authority (which consent shall not be withheld unreasonably), provided that (i) prior to the effectiveness of such transfer, the Bank shall obtain written confirmation from the Rating Agencies then rating the Notes that such transfer shall not cause the lowering, withdrawal, suspension or placement on negative credit watch of any ratings then existing on the Notes, and (ii) the Bank shall be responsible for all costs resulting from the transfer. Except as described in Section 8.2(b) hereof, this Agreement and the Bank Note are made solely for the benefit of the Authority and the Bank, and no other person or entity (including, without limitation, the Issuing and Paying Agent, the Dealer or any holder of Notes) shall have any right, benefit or interest under or because of the existence of this Agreement and the Bank Note. (b) Notwithstanding the foregoing, the Bank shall be permitted to grant to one or more financial institutions (each a “Participant”) a participation or participations in all or any part of the Bank’s rights and benefits under this Agreement and the Bank Note on a participating basis but not as a party to this Agreement or the Bank Note (a “Participation”), without the consent of the Authority; provided that the Bank agrees to give the Authority written notice of the grant of any Participation immediately upon the effectiveness thereof; provided further, that prior to the effectiveness of any Participation, the Bank shall obtain written confirmation from the Rating Agencies then rating the Notes that such Participation is not the basis for such rating agency to reduce, withdraw, suspend or place on negative credit watch the ratings on the Notes. In the event of any such grant by the Bank of a Participation to a Participant, whether or not upon notice to the Authority, the Bank shall remain responsible for the performance of its obligations hereunder, and the Authority shall continue to deal solely and directly with the Bank in connection with the Bank’s rights and obligations under this Agreement and the Bank Note. The Authority agrees that each Participant shall, to the extent of its Participation, be entitled to the benefits of this Agreement and the Bank Note as if such Participant were the Bank; provided that no Participant shall have the right to declare, or to take actions in response to an Event of Default described herein.

Survival of Covenants; Successors and Assigns. (a) All covenants, agreements, representations, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making of any Drawing or Advance hereunder and shall continue in full force and effect so long as the Commitment is in effect and until all obligations of Obligations hereunder, under the Authority hereunder Fee Letter and under the Bank Note shall have been paid in full. Whenever in this Agreement and the Fee Letter any of the parties hereto and thereto is referred to, such reference shall, subject to the last sentence of this Section, be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the Authority which are contained in this Agreement Agreement, the Fee Letter and the Bank Note shall inure to the benefit of the successors and assigns of the Bank. The Authority may not transfer its rights or obligations under this Agreement Agreement, the Fee Letter or the Bank Note without the prior written consent of the Bank. The Bank may transfer some or all of its rights and obligations under this Agreement with the prior written consent of the Authority (which consent shall not be withheld unreasonably), ; provided that that (i) prior to the effectiveness Authority has received written notice from each of such transfer, the Bank shall obtain written confirmation from the Rating Agencies then rating the Notes that such the transfer shall not cause the lowering, withdrawal, withdrawal or suspension or placement on negative credit watch of any ratings then existing on the Notes, ; and (ii) the Bank shall be responsible for all costs resulting from the transfer. Except as described in Section 8.2(b) hereofThis Agreement, this Agreement the Fee Letter and the Bank Note are made solely for the benefit of the Authority and Authority, the Bank, and no other person or entity Person (including, without limitation, the Issuing and Paying Agent, the any Dealer or any holder of Notes) shall have any right, benefit or interest under or because of the existence of this Agreement and Agreement, the Fee Letter or the Bank Note; provided further that the Authority’s liability to any Participant shall not in any event exceed that liability which the Authority would owe to the Bank but for such participation. (b) Notwithstanding the foregoing, the Bank shall be permitted to grant to one or more financial institutions (each a “Participant”) a participation or participations in all or any part of the Bank’s rights and benefits under this Agreement Agreement, the Fee Letter and the Bank Note on a participating basis but not as a party to this Agreement Agreement, the Fee Letter or the Bank Note (a “Participation”), ) without the consent of the Authority; provided that the . The Bank agrees to give shall provide the Authority with written notice of the grant of any Participation immediately upon not more than five (5) Business Days after the effectiveness thereof; provided further, that prior to the effectiveness date of any entering into such Participation, the Bank shall obtain written confirmation from the Rating Agencies then rating the Notes that such Participation is not the basis for such rating agency to reduce, withdraw, suspend or place on negative credit watch the ratings on the Notes. In the event of any such grant by the Bank of a Participation to a Participant, whether or not upon notice to the Authority, the Bank shall remain responsible for the performance of its obligations hereunder, and the Authority shall continue to deal solely and directly with the Bank in connection with the Bank’s rights and obligations under this Agreement and the Bank Note. The Authority agrees that each Participant shall, to the extent of its Participation, be entitled to the benefits of this Agreement Agreement, the Fee Letter and the Bank Note as if such Participant were the Bank; provided that no Participant shall have the right to declare, or to take actions in response to an to, any Event of Default described hereinunder the Agreement, any Related Documents, the Senior Lien Trust Agreement, the Act or Ordinance No. 16; and provided further that no such Participant shall be entitled to receive payment pursuant to Section 2.14 hereof in an amount greater than the amount which would have been payable had the Bank not granted a Participation to such Participant. (c) The Bank may assign and pledge all or any portion of the obligations payable to it hereunder to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned obligations made by the Authority to the Bank in accordance with the terms of this Agreement shall satisfy the Authority’s obligations hereunder in respect of such assigned obligation to the extent of such payment. No such assignment shall release the Bank from its obligations hereunder.

Survival of Covenants; Successors and Assigns. (a) All covenants, agreements, representations, and warranties made herein and in the certificates delivered pursuant hereto shall survive the making of any Advance hereunder and shall continue in full force and effect so long as the Commitment is in effect and until all obligations of the Authority hereunder and under the Bank Note shall have been paid in full. Whenever in this Agreement any of the parties hereto is referred to, such reference shall, subject to the last sentence of this Section, be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the Authority which are contained in this Agreement and the Bank Note shall inure to the benefit of the successors and assigns of the Bank. The Authority may not transfer its rights or obligations under this Agreement or the Bank Note without the prior written consent of the Bank. The Bank may transfer some or all of its rights and obligations under this Agreement with the prior written consent of the Authority (which consent shall not be withheld unreasonably), provided that (i) prior to the effectiveness of such transfer, the Bank or the Authority shall obtain written confirmation from the Rating Agencies then rating the Notes that such the transfer shall not cause the lowering, withdrawal, suspension or placement on negative credit watch of any ratings then existing on the Notes, Notes and (ii) the Bank shall be responsible for all direct costs resulting from the transfer. Except as described in Section 8.2(b) hereof, this Agreement and the Bank Note are made solely for the benefit of the Authority and the Bank, and no other person or entity (including, without limitation, the Issuing and Paying Agent, the Dealer or any holder of Notes) shall have any right, benefit or interest under or because of the existence of this Agreement and the Bank Note. (b) Notwithstanding the foregoing, the Bank shall be permitted to grant to one or more financial institutions (each a “Participant”) a participation or participations in all or any part of the Bank’s rights and benefits under this Agreement and the Bank Note on a participating basis but not as a party to this Agreement or the Bank Note (a “Participation”), without the consent of the Authority; provided that the Bank agrees to give the Authority written notice of the grant of any Participation immediately upon the effectiveness thereof; provided further, that prior to the effectiveness of any Participation, the Bank or the Authority shall obtain written confirmation from the Rating Agencies then rating the Notes that such Participation is not the basis for such rating agency to reduce, withdraw, suspend or place on negative credit watch the ratings on the Notes. In the event of any such grant by the Bank of a Participation to a Participant, whether or not upon notice to the Authority, the Bank shall remain responsible for the performance of its obligations hereunder, and the Authority shall continue to deal solely and directly with the Bank in connection with the Bank’s rights and obligations under this Agreement and the Bank Note. The Authority agrees that each Participant shall, to the extent of its Participation, be entitled to the benefits of this Agreement and the Bank Note as if such Participant were the Bank; provided that no Participant shall have the right to declare, or to take actions in response to an a Notice Event of Default, Suspension Event or a Special Event of Default described hereinunder Sections 7.1, 7.2 or 7.3 hereof.

Survival of Covenants; Successors and Assigns. (a) All of the Authority’s covenants, agreements, representations, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making of any Advance hereunder and shall continue in full force and effect so long as the Commitment this Agreement is in effect and until all obligations of the Authority hereunder and under the Bank Note Notes shall have been paid in full. Whenever in this Agreement any of the parties hereto is referred to, such reference shall, subject to the last sentence of this Sectionnext sentence, be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the Authority which are contained in this Agreement and the Bank Note shall inure to the benefit of the successors and assigns of the BankLiquidity Provider. The Authority may not transfer its rights or obligations under this Agreement or the Bank Note without the prior written consent of the BankLiquidity Provider. The Bank may transfer some or all of its rights and obligations under this Agreement with the prior written consent of the Authority (which consent shall not be withheld unreasonably), provided that (i) prior to the effectiveness of such transfer, the Bank shall obtain written confirmation from the Rating Agencies then rating the Notes that such transfer shall not cause the lowering, withdrawal, suspension or placement on negative credit watch of any ratings then existing on the Notes, and (ii) the Bank shall be responsible for all costs resulting from the transfer. Except as described in Section 8.2(b) hereof, this Agreement and the Bank Note are made solely for the benefit of the Authority and the Bank, and no other person or entity (including, without limitation, the Issuing and Paying Agent, the Dealer or any holder of Notes) shall have any right, benefit or interest under or because of the existence of this Agreement and the Bank Note. (b) Notwithstanding the foregoing, the Bank Liquidity Provider shall, with the Authority’s consent (which shall not be unreasonably withheld), and the approval of the Attorney General (to extent necessary), be permitted to grant to one or more financial institutions (each a “Participant”) ), a participation or participations in all or any part of the BankLiquidity Provider’s rights and benefits under this Agreement and the Bank Note or any other Transaction Document on a participating basis but not as a party to this Agreement or the Bank Note (a “Participation”), without the consent of the Authority; provided that the Bank agrees or as a party to give the Authority written notice of the grant of any Participation immediately upon the effectiveness thereof; provided further, that prior to the effectiveness of any Participation, the Bank shall obtain written confirmation from the Rating Agencies then rating the Notes that such Participation is not the basis for such rating agency to reduce, withdraw, suspend or place on negative credit watch the ratings on the Notesthis Agreement. In the event of any such grant by the Bank Liquidity Provider of a Participation to a Participant, whether or not upon notice to the Authority, the Bank Liquidity Provider shall remain responsible for the performance of its obligations hereunder, and hereunder to the Authority shall continue extent not otherwise granted to deal solely and directly with the Bank in connection with the Bank’s rights and obligations under this Agreement and the Bank Notea Participant. The Authority agrees that each Participant shall, to the extent of its Participation, be entitled to the benefits of this Agreement and the Bank Note Section 3.H hereof as if such Participant were the Bank; provided that no Liquidity Provider and the Participant shall have the right be deemed to declare, or to take actions in response to an Event of Default described hereinbe a “Liquidity Provider” with joint and several obligations under this Agreement.