Acceleration and Remedies. Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, in addition to the exercise of remedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable Law. (a) Upon the occurrence and during the continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent against the Borrower under this Agreement or any of the other Loan Documents, or at Law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by Law, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent permitted by Law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Law, the Administrative Agent shall not be subject to any “one action” or “election of remedies” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent shall remain in full force and effect until the Administrative Agent has exhausted all of its remedies against the Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full. (b) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (c) Anything herein to the contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default.
Appears in 2 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Acceleration and Remedies. 10.2.1 Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shallLender may do any one or more of the following, all of which are authorized by each Obligor:
10.2.1.1 by written notice to the Borrower, declare the Facility to be terminated, at which time they will terminate immediately and the request Lender will have no further obligation to make any Loan available to the Borrower under the Facility;
10.2.1.2 by written notice to the Borrower, declare all of the Required LendersBorrower’s Obligations (whether matured or not matured), take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be immediately due and payable in whole (or in partwithout further demand, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demandpresentation, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization Borrower will immediately deliver any cash collateral security required by the Lender under this Agreement;
10.2.1.3 by written notice to the Guarantors, declare all Guaranteed Obligations and all costs and expenses of the LC Exposure shall automatically Lender under this Agreement for which the Guarantors are liable, along with any other sums payable by the Guarantors to the Lender under the Loan Documents, to be required, in each case, immediately due and payable without presentment, demand, protest further demand or other notice of any kind, all of which are hereby expressly waived by the Borrower. Upon Guarantors, and demand payment of all amounts owing by them under the occurrence and during the continuance of any Event of Default, in addition to the exercise of remedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Loan Documents to which it is they are a party party;
10.2.1.4 without notice, set off and consolidate, and apply, any or all deposits and any Applicable Law.
(a) Upon the occurrence and during the continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent against the Borrower under this Agreement or any of the other Loan Documents, or at Law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) Debt at any time held by or owing to any Obligor by the Lender against and from time to timeon account of the Outstanding Obligations, whether or not all or any of the Obligations shall be declared due and payable, payable and whether or not the Administrative Agent shall have commenced Lender has made demand for them;
10.2.1.5 as and by way of collateral security, deposit and retain in an account maintained by the Lender, bearing interest at the rates of the Lender applicable to other deposits of similar amounts for similar terms, amounts received by the Lender from any foreclosure Obligor, or as proceeds of realization of any Security Documents or Security Interest, to the extent those amounts may be required to satisfy any Outstanding Obligations;
10.2.1.6 realize upon the Security Documents and any other security that secures any Outstanding Obligations; and
10.2.1.7 exercise any other action, suit, remedy or proceeding authorized or other action for permitted by the enforcement Loan Documents or by Applicable Law, including specifically performing any covenant or agreement contained in the Loan Documents, enjoining any violation of its rights and remedies under any of the terms of the Loan Documents, exercising any power granted by the Loan Documents with respect or by Applicable Law, or obtaining judgment for and recovering all amounts due and owing relating to the Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by Law, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent permitted by Law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Law, the Administrative Agent shall not be subject to any “one action” or “election of remedies” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent shall remain in full force and effect until the Administrative Agent has exhausted all of its remedies against the Collateral and the proceeds from any of the foregoing or the Obligations have been paid in fullOutstanding Obligations.
(b) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default.
Appears in 2 contracts
Samples: Credit Agreement (Frankly Inc), Credit Agreement (Frankly Inc)
Acceleration and Remedies. Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, in addition the Indenture Trustee shall, solely at the written direction of a Majority of Noteholders, accelerate the maturity of the Notes by declaring all of the Notes immediately due and payable, by written notice to the exercise Issuer and the Back-Up Manager. Upon any such declaration, or automatically upon the occurrence of remedies set forth an Event of Default of the types specified in clauses (i10.01(c) through 10.01(e), (ii) the aggregate Outstanding Class principal balances of all Classes of Notes together with accrued and (iii) above, each Secured Party unpaid interest thereon through the date of acceleration and all other Obligations shall bebecome immediately due and payable, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable LawSection 15.18.
(a) At any time after a declaration of acceleration of maturity or an automatic acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, a Majority of Noteholders may, with written notice to the Issuer, the Back-Up Manager and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:
(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee and the Servicer hereunder and under the Transaction Documents and the reasonable compensation, expenses, disbursements, indemnities and advances of the Indenture Trustee and the Servicer and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 and to the Servicer under the Transaction Documents; and
(ii) all Events of Default, other than the nonpayment of the principal and interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.
(b) Upon the occurrence and during the continuation continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has Knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Obligors (or the Guarantor) under this Agreement Base Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent Indenture Trustee (acting on at the instructions direction of the Required Lendersa Majority of Noteholders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Fiber Networks, the Assets, the Customer Agreements or the other Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee (at the direction of a Majority of Noteholders) shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee (at the direction of a Majority of Noteholders) may determine in its sole discretiondetermine, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee (at the direction of a Majority of Noteholders) has exhausted all of its remedies against each Fiber Network, the Assets, the Customer Agreements and the other Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(b) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service Any amounts recovered with respect to the Person(s) Collateral and the proceeds from any of which the Lender would become a direct or indirect owner, regardless whether or not exists foregoing for the Notes and other Obligations after an Event of Default.Default shall be applied by the Indenture Trustee in accordance with the Priority of Payments. Notwithstanding anything contained herein to the contrary, in no event shall the Indenture Trustee be liable or responsible for the supervision of or for the acts or omissions of the Servicer taken or omitted to be taken in connection with this Article X.
Appears in 2 contracts
Samples: Supplemental Indenture (Frontier Communications Parent, Inc.), Base Indenture (Frontier Communications Parent, Inc.)
Acceleration and Remedies. Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee may, in addition its own discretion, and will, at the direction of the Noteholders representing more than 50% of the aggregate Outstanding Class Principal Balance of all Classes of Notes, declare all of the Notes immediately due and payable, by written notice to the exercise Issuer. Upon any such declaration, or automatically upon the occurrence of remedies set forth an Event of Default of the types specified in clauses (iSection 10.01(f) through 10.01(h), (ii) the aggregate Outstanding Class Principal Balances of all Classes of Notes together with accrued and (iii) aboveunpaid interest thereon through the date of acceleration, each Secured Party any applicable Prepayment Consideration and all other Obligations shall bebecome immediately due and payable, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable LawSection 15.16.
(a) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, Noteholders representing more than 50% of the aggregate Outstanding Class Principal Balance of all Classes of Notes may, with written notice to the Issuer and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:
(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 shall have been paid in full; and
(ii) all Events of Default, other than the nonpayment of the principal and interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.
(b) Upon the occurrence and during the continuation continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has actual knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Obligors (or the Guarantor) under this Agreement Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) Indenture Trustee at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Tenant Site Assets, Tenant Leases or the other Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee may determine in its sole discretion, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee has exhausted all of its remedies against each Tenant Site Asset, Tenant Leases and the other Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(bc) Following and during the continuation of an Event of Default, the Indenture Trustee (or Servicer on its behalf) shall have the right from time to time to partially foreclose the Deeds of Trust in any manner and for any amounts secured by the Deeds of Trust then due and payable as determined by the Indenture Trustee (or Servicer on its behalf) in its sole discretion including the following circumstances: (i) in the event the Issuer defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust to recover such delinquent payments, or (ii) in the event the Indenture Trustee elects to accelerate less than the entire Outstanding Class Principal Balance of any Class of Notes, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust or any of them to recover so much of the principal balance of the Notes as the Indenture Trustee may accelerate and such other sums secured by the Deeds of Trust as the Indenture Trustee (or Servicer on its behalf) may elect. Notwithstanding one or more partial foreclosures, the Tenant Site Assets shall remain subject to the Deeds of Trust to secure payment of sums secured by the Deeds of Trust and not previously recovered.
(d) Any amounts recovered with respect to the Collateral and the proceeds from any of the foregoing for the Notes and other Obligations after an Event of Default shall be applied by the Indenture Trustee after payment of any fees, costs, indemnities and expenses incurred by or due and owing to the Indenture Trustee, the Servicer and the Backup Manager, in accordance with the priorities set forth in Article V of this Indenture.
(e) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement Indenture or any other Loan DocumentTransaction Document including the rights and remedies provided for in Section 10.08. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, if and for so long as a Lender is a Tax Exempt Person, such Lender in no event shall not succeed to the rights of any Tax Equity Holdco Indenture Trustee be liable or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period responsible for the last Project Placed supervision of or for the acts or omissions of the Servicer taken or omitted to be taken in Service connection with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default.this Article X.
Appears in 1 contract
Acceleration and Remedies. If an Event of Default described in clauses (f), (g) or (h) of Section 10.01 occurs and is continuing, the aggregate Class Principal Balances of all Classes of outstanding Notes, together with accrued and unpaid interest thereon through the date of acceleration, and all other obligations, will automatically become immediately due and payable. If any other Event of Default occurs and is continuing, the Indenture Trustee, at the direction of Noteholders representing more than 50% of the aggregate Class Principal Balances of all Classes of outstanding Notes, will declare all of the Notes to be immediately due and payable, by written notice to the Co-Issuers.
(a) At any time after a declaration of acceleration of maturity or an automatic acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, the Majority Noteholders may, with written notice to the Co-Issuers and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:
(i) each Co-Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements, indemnities and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 shall have been paid in full; and
(ii) all Events of Default, other than the nonpayment of the principal and interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.
(b) Upon the occurrence and during the continuance of any an Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request which a Responsible Officer of the Required Lenders, take any or all [***] Confidential treatment Indenture Trustee has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, in addition to the exercise of remedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable Law.
(a) Upon the occurrence and during the continuation of an Event of DefaultKnowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Obligors (or the Guarantors) under this Agreement Base Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent Indenture Trustee (acting on at the instructions direction of the Required LendersMajority Noteholders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee (at the direction of the Majority Noteholders) shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee (at the direction of the Majority Noteholders) may determine in its sole discretiondetermine, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee (at the direction of the Majority Noteholders) has exhausted all of its remedies against the Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(bc) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange CommissionReserved].
(cd) Anything herein to the contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service Any amounts recovered with respect to the Person(s) Collateral and the proceeds from any of which the Lender would become a direct or indirect owner, regardless whether or not exists foregoing for the Notes and other Guaranteed Obligations after an Event of DefaultDefault shall be applied by the Indenture Trustee after payment of any fees, costs, indemnities and expenses incurred by or due and owing to the Indenture Trustee, in accordance with the priorities set forth in Section 5.01(a).
Appears in 1 contract
Acceleration and Remedies. 9.2.1 Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request Lender may do any one or more of the Required Lendersfollowing, take any or all [***] Confidential treatment has been requested for of which are authorized by the bracketed portions. The confidential redacted portion has been omitted and filed separately with Borrower:
9.2.1.1 by written notice to the Securities and Exchange Commission. Borrower, declare all of the following actions, at the same Borrower’s Obligations (whether matured or different times: (inot matured) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be immediately due and payable in whole (or in partwithout further demand, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demandpresentation, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; ;
9.2.1.2 without notice, set off and in case of any Event of Default described in Section 10.01(e) or (f)consolidate, and apply, any outstanding Commitments shall automatically terminate or all deposits and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and any other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, in addition to the exercise of remedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable Law.
(a) Upon the occurrence and during the continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent against the Borrower under this Agreement or any of the other Loan Documents, or at Law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) Debt at any time held by or owing to the Borrower by the Lender against and from time to timeon account of the Outstanding Obligations, whether or not all or any of the Obligations shall be declared due and payable, payable and whether or not the Administrative Agent shall have commenced Lender has made demand for them;
9.2.1.3 as and by way of collateral security, deposit and retain in an account maintained by the Lender amounts received by the Lender from the Borrower, or as proceeds of realization of any foreclosure Security Documents or Security Interest, to the extent those amounts may be required to satisfy any Outstanding Obligations;
9.2.1.4 realize upon the Security Documents and any other security that secures any Outstanding Obligations; and
9.2.1.5 exercise any other action, suit, remedy or proceeding authorized or other action for the enforcement of its rights and remedies under any of permitted by the Loan Documents with respect or by Applicable Law, including exercising any power granted by the Loan Documents or by Applicable Law, or obtaining judgment for and recovering all amounts due and owing relating to the Collateral and Outstanding Obligations.
9.2.2 Upon the proceeds from any occurrence of the foregoing. Any such actions taken by the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by Law, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent permitted by Law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawset out in Sections 9.1.9, the Administrative Agent shall not be subject to any “one action” 9.1.10 or “election of remedies” Law or rule9.1.11, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent shall remain in full force and effect until the Administrative Agent has exhausted all of its remedies against the Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(b) The rights and remedies set forth in this Section 10.02 are in addition to, and not despite any restrictions or conditions in, the remedies set out in limitation ofSection 9.2.1, any other right or remedy provided for in this Agreement or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted all Outstanding Obligations will automatically become due and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights payable without notice of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Defaultkind.
Appears in 1 contract
Acceleration and Remedies. Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee may, in addition its own discretion, and will, at the direction of the Noteholders representing more than 50% of the Outstanding Class Principal Balance of all Classes of Notes, declare all of the Notes immediately due and payable, by written notice in writing to the exercise Issuer. Upon any such declaration, or automatically upon the occurrence of remedies set forth an Event of Default of the types specified in clauses (i10.01(f) and 10.01(g), (ii) the Outstanding Class Principal Balances of all Classes of Notes together with accrued and (iii) aboveunpaid interest thereon through the date of acceleration, each Secured Party any applicable Prepayment Consideration and all other Obligations shall bebecome immediately due and payable, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable LawSection 15.16.
(a) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, Noteholders representing more than 50% of the Outstanding Class Principal Balance of all Classes of Notes may, with written notice to the Issuer and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:
(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 shall have been paid in full; and
(ii) all Events of Default, other than the nonpayment of the principal and interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.
(b) Upon the occurrence and during the continuation continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has Knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Obligors (or the Guarantor) under this Agreement Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) Indenture Trustee at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Cellular Sites, the Assets, Tenant Leases or the Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee may determine in its sole discretion, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee has exhausted all of its remedies against each Cellular Site, the Assets, Tenant Leases and the Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(bc) Following and during the continuation of an Event of Default, the Indenture Trustee (or Servicer on its behalf) shall have the right from time to time to partially foreclose the Deeds of Trust in any manner and for any amounts secured by the Deeds of Trust then due and payable as determined by the Indenture Trustee (or Servicer on its behalf) in its sole discretion including, without limitation, the following circumstances: (i) in the event the Issuer defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust to recover such delinquent payments, or (ii) in the event the Indenture Trustee (or Servicer on its behalf) elects to accelerate less than the entire outstanding principal balance of the Notes, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust or any of them to recover so much of the principal balance of the Notes as the Indenture Trustee (or Servicer on its behalf) may accelerate and such other sums secured by the Deeds of Trust as the Indenture Trustee (or Servicer on its behalf) may elect. Notwithstanding one or more partial foreclosures, the Cellular Sites shall remain subject to the Deeds of Trust to secure payment of sums secured by the Deeds of Trust and not previously recovered.
(d) Any amounts recovered from the Cellular Sites, the Assets, Tenant Leases or any Collateral and the proceeds from any of the foregoing for the Notes and other Obligations after an Event of Default may be applied by the Indenture Trustee toward the payment of any interest and/or principal of the Notes and/or any other amounts due under the Transaction Documents in such order, priority and proportions as the Indenture Trustee in its sole discretion shall determine; provided, however, that any such payments on the Notes will be made in accordance with the priorities set forth in Article V of this Indenture.
(e) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement Indenture or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstandingTransaction Document including, if and for so long as a Lender is a Tax Exempt Personwithout limitation, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period and remedies provided for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of DefaultSection 10.08.
Appears in 1 contract
Samples: Indenture (American Tower Corp /Ma/)
Acceleration and Remedies. Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee may, in addition its own discretion, and will, at the direction of the Noteholders representing more than 50% of the Outstanding Class Principal Balance of all Classes of Notes, declare all of the Notes immediately due and payable, by written notice in writing to the exercise Issuer. Upon any such declaration, the Outstanding Class Principal Balances of remedies set forth in clauses (i)all Classes of Notes together with accrued and unpaid interest thereon through the date of acceleration, (ii) the applicable Prepayment Consideration and (iii) above, each Secured Party all other Obligations shall bebecome immediately due and payable, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable LawSection 15.16.
(a) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, Noteholders representing more than 50% of the Outstanding Class Principal Balance of all Classes of Notes may, with written notice to the Issuer and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:
(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 shall have been paid in full; and
(ii) all Events of Default, other than the nonpayment of the principal and interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.
(b) Upon the occurrence and during the continuation continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has actual knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Issuer (or the Guarantor) under this Agreement Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) Indenture Trustee at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Tower Sites, the Assets, Tenant Leases or the Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee may determine in its sole discretion, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee has exhausted all of its remedies against each Tower Site, the Assets, Tenant Leases and the Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(bc) The Indenture Trustee (or Servicer on its behalf) shall have the right from time to time to partially foreclose the Deeds of Trust in any manner and for any amounts secured by the Deeds of Trust then due and payable as determined by the Indenture Trustee (or Servicer on its behalf) in its sole discretion including, without limitation, the following circumstances: (i) in the event the Issuer defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust to recover such delinquent payments, or (ii) in the event the Indenture Trustee (or Servicer on its behalf) elects to accelerate less than the entire outstanding principal balance of the Notes, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust or any of them to recover so much of the principal balance of the Notes as the Indenture Trustee (or Servicer on its behalf) may accelerate and such other sums secured by the Deeds of Trust as the Indenture Trustee (or Servicer on its behalf) may elect. Notwithstanding one or more partial foreclosures, the Tower Sites shall remain subject to the Deeds of Trust to secure payment of sums secured by the Deeds of Trust and not previously recovered.
(d) Any amounts recovered from the Tower Sites, the Assets, Tenant Leases or any Collateral and the proceeds from any of the foregoing for the Notes and other Obligations after an Event of Default may be applied by the Indenture Trustee toward the payment of any interest and/or principal of the Notes and/or any other amounts due under the Transaction Documents in such order, priority and proportions as the Indenture Trustee in its sole discretion shall determine; provided, however, that any such payments on the Notes will be made in accordance with the priorities set forth in Article V of this Indenture.
(e) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement Indenture or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstandingTransaction Document including, if and for so long as a Lender is a Tax Exempt Personwithout limitation, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period and remedies provided for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of DefaultSection 10.08.
Appears in 1 contract
Samples: Indenture (American Tower Corp /Ma/)
Acceleration and Remedies. Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (ia) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee may, in addition its own discretion, and will, at the direction of the Noteholders representing more than fifty percent (50%) of the Outstanding Class Principal Balance of all Classes of Notes, declare all of the Notes immediately due and payable, by written notice in writing to the exercise Issuers. Upon any such declaration, the Outstanding Class Principal Balances of remedies set forth in clauses (i)all Classes of Notes together with accrued and unpaid interest thereon through the date of acceleration, (ii) the applicable Prepayment Consideration and (iii) above, each Secured Party all other Obligations shall bebecome immediately due and payable, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable LawSection 15.16.
(ab) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, Noteholders representing more than 50% of the Outstanding Class Principal Balance of all Classes of Notes may, with written notice to the Issuers and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, if such rescission or annulment is by the Noteholders it shall be effective only if:
(i) the Issuers have paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 shall have been paid in full; and
(ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.16.
(c) Upon the occurrence and during the continuation continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has actual knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Issuers (or the Guarantor) under this Agreement Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) Indenture Trustee at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Tower Sites, the Assets, Space Licenses or the Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee may determine in its sole discretion, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee has exhausted all of its remedies against each Tower Site, the Assets, Space Licenses and the Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(bd) Any amounts recovered from the Tower Sites, the Assets, Space Licenses or any Collateral and the proceeds from any of the foregoing for the Notes and other Obligations after an Event of Default may be applied by the Indenture Trustee toward the payment of any interest and/or principal of the Notes and/or any other amounts due under the Transaction Documents in such order, priority and proportions as the Indenture Trustee in its sole discretion shall determine; provided, however, that any such payments on the Notes will be made in accordance with the priorities set forth in items third through seventh and thirteenth through nineteenth of Article V of this Indenture.
(e) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement Indenture or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstandingTransaction Document including, if and for so long as a Lender is a Tax Exempt Personwithout limitation, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period and remedies provided for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of DefaultSection 10.08.
Appears in 1 contract
Acceleration and Remedies. (a) Upon the occurrence and during the continuance of any Event of Default and at described in any time thereafter during the continuance of such Event of DefaultSection 10.01(g) or Section 10.01(h), the Administrative Agent shall, at the request aggregate Class Principal Balances of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Classes of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payableOutstanding Notes, together with accrued and unpaid interest thereon through the date of acceleration, and all fees and other obligations of the Borrower accrued hereunder, Obligations shall automatically become immediately due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each casepayable, without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other notice requirements of any kind, all subject to the provisions of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower15.18. Upon the occurrence and during the continuance of any other Event of Default, in addition the Indenture Trustee shall, at the direction of the Noteholders representing more than 50.0% of the aggregate Class Principal Balances of all Classes of Outstanding Notes, declare all of the Notes immediately due and payable, by written notice to the exercise Issuer. Upon any such declaration, the aggregate Class Principal Balances of remedies set forth in clauses (i)all Classes of Outstanding Notes together with accrued and unpaid interest thereon through the date of acceleration, (ii) and (iii) above, each Secured Party all other Obligations shall bebecome immediately due and payable, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable LawSection 15.18.
(ab) At any time after an automatic acceleration of maturity or a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, Noteholders representing more than 50.0% of the aggregate Class Principal Balance of all Classes of Outstanding Notes may, with written notice to the Issuer and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:
(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee hereunder and the compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.06 shall have been paid in full; and
(ii) all Events of Default, other than the nonpayment of the principal and interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.
(c) Upon the occurrence and during the continuation continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has Knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Obligors (or the Guarantor) under this Agreement Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) Indenture Trustee at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Data Centers, the Assets, the Tenant Leases or the other Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee may determine in its sole discretion, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee has exhausted all of its remedies against each Data Center, the Assets, the Tenant Leases and the other Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(bd) Upon the occurrence and during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has Knowledge, the Indenture Trustee shall have the right from time to time to partially foreclose the Mortgages in any manner and for any amounts secured by the Mortgages then due and payable as determined by the Indenture Trustee (or Servicer on its behalf) in its sole discretion including, without limitation, the following circumstances: (i) in the event the Issuer defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, the Indenture Trustee (or Servicer on its behalf) may foreclose the Mortgages to recover such delinquent payments, or (ii) in the event the Indenture Trustee (or Servicer on its behalf) elects to accelerate less than the entire aggregate Class Principal Balances of all Classes of Outstanding Notes, the Indenture Trustee (or Servicer on its behalf) may foreclose the Mortgages or any of them to recover so much of the unpaid principal balances of the Notes as the Indenture Trustee (or Servicer on its behalf) may accelerate and such other sums secured by the Mortgages as the Indenture Trustee (or Servicer on its behalf) may elect. Notwithstanding one or more partial foreclosures, the Data Centers shall remain subject to the Mortgages to secure payment of sums secured by the Mortgages and not previously recovered.
(e) Any amounts recovered from the Data Centers, the Assets, the Tenant Leases or any other Collateral and the proceeds from any of the foregoing for the Notes and other Obligations after an Event of Default shall be applied by the Indenture Trustee toward the payment of any interest and/or principal of the Notes and/or any other amounts due under the Transaction Documents in accordance with the priorities set forth in Article V of this Indenture.
(f) Notwithstanding any provision to the contrary contained in this Indenture, the Indenture Trustee shall not be required to obtain title to the Collateral as a result of or in lieu of foreclosure or otherwise, and shall not otherwise be required to acquire possession of the Collateral subject to foreclosure if, as a result thereof, the Indenture Trustee (i) would be in material violation of any applicable Environmental Laws, or (ii) has a reasonable basis to believe that the Indenture Trustee (or the Servicer on its behalf) or any Noteholder would be considered to be a “mortgagee-in-possession” of, or an “owner” or “operator” of, such real property within the meaning of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended from time to time, or any comparable law, and be subject to material liability under such laws, unless the Indenture Trustee (i) has previously obtained reasonably satisfactory Phase I and, if reasonably recommended by the current Phase I, Phase II environmental assessment reports, subject to any necessary consents (collectively, an “Environmental Assessment”) prepared by an independent third-party professional who regularly conducts Environmental Assessments, together with written documentation of the status of remediation efforts, if any, being undertaken with respect to the adverse environmental conditions, if any, existing at or under such Collateral subject to foreclosure and (ii) such foreclosure or otherwise does not expose the Indenture Trustee (or the Servicer on its behalf) to any material loss, liability, claim, cost or expense.
(g) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement Indenture or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstandingTransaction Document including, if and for so long as a Lender is a Tax Exempt Personwithout limitation, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period and remedies provided for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of DefaultSection 10.08.
Appears in 1 contract
Acceleration and Remedies. (a) Upon the occurrence and during the continuance of any Event of Default and at described in any time thereafter during the continuance of such Event of DefaultSection 10.01(f), Section 10.01(g) or Section 10.01(h), the Administrative Agent shall, at the request aggregate Class Principal Balances of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Classes of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payableOutstanding Notes, together with accrued and unpaid interest thereon through the date of acceleration, and all fees and other obligations of the Borrower accrued hereunder, Obligations shall automatically become immediately due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each casepayable, without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other notice requirements of any kind, all subject to the provisions of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower15.18. Upon the occurrence and during the continuance of any other Event of Default, the Indenture Trustee may, in addition its own discretion, and will, at the direction of the Noteholders representing more than 50% of the aggregate Class Principal Balances of all Classes of Outstanding Notes, declare all of the Notes immediately due and payable, by written notice to the exercise Issuer. Upon any such declaration, the aggregate Class Principal Balances of remedies set forth in clauses (i)all Classes of Outstanding Notes together with accrued and unpaid interest thereon through the date of acceleration, (ii) and (iii) above, each Secured Party all other Obligations shall bebecome immediately due and payable, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable LawSection 15.18.
(ab) At any time after an automatic acceleration of maturity or a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, Noteholders representing more than 50% of the aggregate Class Principal Balance of all Classes of Outstanding Notes may, with written notice to the Issuer and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:
(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 shall have been paid in full; and
(ii) all Events of Default, other than the nonpayment of the principal and interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.
(c) Upon the occurrence and during the continuation continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has actual knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Obligors (or the Guarantor) under this Agreement Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) Indenture Trustee at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Tower Sites, the Assets, the Tenant Leases or the other Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee may determine in its sole discretion, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee has exhausted all of its remedies against each Tower Site, the Assets, the Tenant Leases and the other Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(bd) Upon the occurrence and during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee (or Servicer on its behalf) shall have the right from time to time to partially foreclose the Deeds of Trust in any manner and for any amounts secured by the Deeds of Trust then due and payable as determined by the Indenture Trustee (or Servicer on its behalf) in its sole discretion including, without limitation, the following circumstances: (i) in the event the Issuer defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust to recover such delinquent payments, or (ii) in the event the Indenture Trustee (or Servicer on its behalf) elects to accelerate less than the entire aggregate Class Principal Balances of all Classes of Outstanding Notes, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust or any of them to recover so much of the unpaid principal balances of the Notes as the Indenture Trustee (or Servicer on its behalf) may accelerate and such other sums secured by the Deeds of Trust as the Indenture Trustee (or Servicer on its behalf) may elect. Notwithstanding one or more partial foreclosures, the Tower Sites shall remain subject to the Deeds of Trust to secure payment of sums secured by the Deeds of Trust and not previously recovered.
(e) Any amounts recovered from the Tower Sites, the Assets, the Tenant Leases or any other Collateral and the proceeds from any of the foregoing for the Notes and other Obligations after an Event of Default may be applied by the Indenture Trustee toward the payment of any interest and/or principal of the Notes and/or any other amounts due under the Transaction Documents in such order, priority and proportions as the Indenture Trustee in its sole discretion shall determine; provided, however, that any such payments on the Notes will be made in accordance with the priorities set forth in Article V of this Indenture.
(f) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement Indenture or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstandingTransaction Document including, if and for so long as a Lender is a Tax Exempt Personwithout limitation, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period and remedies provided for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of DefaultSection 10.08.
Appears in 1 contract
Samples: Indenture (American Tower Corp /Ma/)
Acceleration and Remedies. 10.2.1 Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shallRequired Lenders may do any one or more of the following, all of which are authorized by each Obligor:
10.2.1.1 by written notice to the Borrower, declare the Facility to be terminated, at which time they will terminate immediately and the request Lenders will have no further obligation to make any Loan available to the Borrower under the Facility;
10.2.1.2 by written notice to the Borrower, declare all of the Required LendersBorrower’s Obligations (whether matured or not matured), take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be immediately due and payable in whole (or in partwithout further demand, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demandpresentation, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization Borrower will immediately deliver any cash collateral security required by the Required Lenders under this Agreement;
10.2.1.3 by written notice to the Guarantors, declare all Guaranteed Obligations and all costs and expenses of the LC Exposure shall automatically Lenders under this Agreement for which the Guarantors are liable, along with any other sums payable by the Guarantors to the Lenders under the Loan Documents, to be required, in each case, immediately due and payable without presentment, demand, protest further demand or other notice of any kind, all of which are hereby expressly waived by the Borrower. Upon Guarantors, and demand payment of all amounts owing by them under the occurrence Loan Documents to which they are a party;
10.2.1.4 without notice, set off and during consolidate, and apply, any or all deposits and any other Debt at any time held by or owing to any Obligor by any Lender against and on account of the continuance Outstanding Obligations, whether or not due and payable and whether or not any Lender has made demand for them;
10.2.1.5 as and by way of collateral security, deposit and retain in an account maintained by any Lender on behalf of all Lenders, bearing such interest as may be available to such Lender, amounts received by such Lender from any Obligor, or as proceeds of realization of any Event of DefaultSecurity Documents or Security Interest, in addition to the extent those amounts may be required to satisfy any Outstanding Obligations;
10.2.1.6 realize upon the Security Documents and any other security that secures any Outstanding Obligations; and
10.2.1.7 exercise any other action, suit, remedy or proceeding authorized or permitted by the Loan Documents or by Applicable Law, including specifically performing any covenant or agreement contained in the Loan Documents, enjoining any violation of remedies set forth in clauses (i), (ii) and (iii) above, each Secured Party shall be, subject to any of the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable Law.
(a) Upon the occurrence and during the continuation of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent against the Borrower under this Agreement or any of the other Loan Documents, or at Law or in equity, may be exercised exercising any power granted by the Administrative Agent (acting on the instructions of the Required Lenders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect or by Applicable Law, or obtaining judgment for and recovering all amounts due and owing relating to the Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by Law, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent permitted by Law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Law, the Administrative Agent shall not be subject to any “one action” or “election of remedies” Law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent shall remain in full force and effect until the Administrative Agent has exhausted all of its remedies against the Collateral and the proceeds from any of the foregoing or the Obligations have been paid in fullOutstanding Obligations.
(b) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of Default.
Appears in 1 contract
Samples: Credit Agreement (Frankly Inc)
Acceleration and Remedies. Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, in addition the Indenture Trustee shall, solely at the written direction of a Majority of Noteholders, accelerate the maturity of the Notes by declaring all of the Notes immediately due and payable, by written notice to the exercise Issuer and the Back-Up Manager. Upon any such declaration, or automatically upon the occurrence of remedies set forth an Event of Default of the types specified in clauses (i10.01(c) through 10.01(e), (ii) the aggregate Outstanding Class Principal Balances of all Classes of Notes together with accrued and (iii) aboveunpaid interest thereon through the date of acceleration, each Secured Party any applicable Prepayment Consideration and all other Obligations shall bebecome immediately due and payable, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable LawSection 15.18.
(a) At any time after a declaration of acceleration of maturity or an automatic acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, a Majority of Noteholders may, with written notice to the Issuer, the Back-Up Manager and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:
(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee and the Servicer hereunder and under the Transaction Documents and the reasonable compensation, expenses, disbursements, indemnities and advances of the Indenture Trustee and the Servicer and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 and to the Servicer under the Transaction Documents shall have been paid in full; and
(ii) all Events of Default, other than the nonpayment of the principal and interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.
(b) Upon the occurrence and during the continuation continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has Knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Obligors (or the Guarantor) under this Agreement Base Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent Indenture Trustee (acting on at the instructions direction of the Required Lendersa Majority of Noteholders) at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Networks, the Assets, the Customer Agreements or the other Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee (at the direction of a Majority of Noteholders) shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee (at the direction of a Majority of Noteholders) may determine in its sole discretiondetermine, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee (at the direction of a Majority of Noteholders) has exhausted all of its remedies against each Network, the Assets, the Customer Agreements and the other Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(b) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstanding, if and for so long as a Lender is a Tax Exempt Person, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period for the last Project Placed in Service Any amounts recovered with respect to the Person(s) Collateral and the proceeds from any of which the Lender would become a direct or indirect owner, regardless whether or not exists foregoing for the Notes and other Guaranteed Obligations after an Event of Default.Default shall be applied by the Indenture Trustee after payment of any fees, costs, indemnities and expenses incurred by or due and owing to the Indenture Trustee, the Servicer and the Back-Up Manager, in accordance with the priorities set forth in Section 5.01(a). Notwithstanding anything contained herein to the contrary, in no event shall the Indenture Trustee be liable or responsible for the supervision of or for the acts or omissions of the Servicer taken or omitted to be taken in connection with this Article X.
Appears in 1 contract
Samples: Base Indenture (Tucows Inc /Pa/)
Acceleration and Remedies. Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (ia) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee may, and at the direction of the Noteholders representing more than 50% of the Voting Rights shall, declare all of the Notes immediately due and payable, by written notice in addition writing to the exercise Issuers. Upon any such declaration, the Outstanding Class Principal Balances of remedies set forth in clauses (i)all Classes of Notes together with accrued and unpaid interest thereon through the date of acceleration, (ii) the applicable Prepayment Consideration and (iii) above, each Secured Party all other Obligations shall bebecome immediately due and payable, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable LawSection 16.16.
(ab) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, Noteholders representing more than 50% of the Voting Rights may, with written notice to the Issuers, the Servicer and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, if such rescission or annulment is by the Noteholders it shall be effective only if:
(i) the Issuers have paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee and the Servicer hereunder or under any other Transaction Document and the compensation, expenses, disbursements and advances of the Indenture Trustee and the Servicer and their respective agents and counsel and other amounts due and owing to the Indenture Trustee and the Servicer hereunder and under the Other Transaction Documents shall have been paid in full; and
(ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.
(c) Upon the occurrence and during the continuation continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has actual knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Issuers (or the Guarantor) under this Agreement Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) Indenture Trustee at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Tower Sites, the Assets, Leases or the Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee may determine in its sole discretion, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee has exhausted all of its remedies against each Tower Site, the Assets, Leases and the Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(bd) Any amounts recovered from the Tower Sites, the Assets, Leases or any Collateral and the proceeds from any of the foregoing for the Notes and other Obligations after an Event of Default may be applied by the Indenture Trustee (at the written direction of the Servicer, in its sole and absolute discretion, but subject to the Servicing Standard) toward the payment of any interest and/or principal of the Notes and/or any other amounts due under the Transaction Documents in such order, priority and proportions as the Indenture Trustee at the written direction of the Servicer (in its sole and absolute discretion, but subject to the Servicing Standard) shall determine; provided, however, that any such payments on the Notes and amounts due under the other Transaction Documents shall be made in accordance with the priorities set forth in Section 5.01.
(e) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement Indenture or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstandingTransaction Document including, if and for so long as a Lender is a Tax Exempt Personwithout limitation, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period and remedies provided for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of DefaultSection 10.08.
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Acceleration and Remedies. Upon the occurrence and during the continuance of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Administrative Agent shall, at the request of the Required Lenders, take any or all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. of the following actions, at the same or different times: (i) terminate any outstanding Commitments, and thereupon any such outstanding Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and the Borrower shall Cash Collateralize the LC Exposure, and (iii) make a demand on any Acceptable DSR Letter of Credit provided with respect to the Debt Service Reserve Account, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any Event of Default described in Section 10.01(e) or (f), any outstanding Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower, shall automatically become due and payable, and the Cash Collateralization of the LC Exposure shall automatically be required, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default, the Indenture Trustee may, in addition its own discretion, and will, at the direction of the Noteholders representing more than 50% of the aggregate Outstanding Class Principal Balance of all Classes of Notes, declare all of the Notes immediately due and payable, by written notice in writing to the exercise Issuers. Upon any such declaration, or automatically upon the occurrence of remedies set forth an Event of Default of the types specified in clauses (i10.01(e) through 10.01(g), (ii) the aggregate Outstanding Class Principal Balances of all Classes of Notes together with accrued and (iii) aboveunpaid interest thereon through the date of acceleration, each Secured Party any applicable Prepayment Consideration and all other Obligations shall bebecome immediately due and payable, subject to the terms of the Collateral Agency Agreement, entitled to exercise the rights and remedies available to such Secured Party under and in accordance with the provisions of the other Financing Documents to which it is a party or any Applicable LawSection 15.16.
(a) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Section 10.02, Noteholders representing more than 50% of the aggregate Outstanding Class Principal Balance of all Classes of Notes may, with written notice to the Issuers and the Indenture Trustee, rescind and annul such declaration and its consequences; provided, however, such rescission or annulment shall be effective only if:
(i) the Issuers have paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A) all payments of the principal of and interest on all Notes and all other Obligations that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;
(B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 11.05 shall have been paid in full; and
(ii) all Events of Default, other than the nonpayment of the principal and interest of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 10.15.
(b) Upon the occurrence and during the continuation continuance of an Event of DefaultDefault of which a Responsible Officer of the Indenture Trustee has actual knowledge, all or any one or more of the rights, powers, privileges and other remedies available to the Administrative Agent Indenture Trustee against the Borrower Obligors (or the Guarantors) under this Agreement Indenture or any of the other Loan Transaction Documents, or at Law law or in equity, may be exercised by the Administrative Agent (acting on the instructions of the Required Lenders) Indenture Trustee at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not the Administrative Agent Indenture Trustee shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Transaction Documents with respect to the Assets or the Collateral and the proceeds from any of the foregoing. Any such actions taken by the Administrative Agent Indenture Trustee shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent Indenture Trustee may determine in its sole discretion, to the fullest extent permitted by Lawlaw, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent Indenture Trustee permitted by Lawlaw, equity or contract or as set forth herein or in the other Loan Transaction Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by Lawlaw, the Administrative Agent Indenture Trustee shall not be subject to any “one action” or “election of remedies” Law law or rule, and (ii) all liens and other rights, remedies or privileges provided to the Administrative Agent Indenture Trustee shall remain in full force and effect until the Administrative Agent Indenture Trustee has exhausted all of its remedies against each of the Assets and the Collateral and the proceeds from any of the foregoing or the Obligations have been paid in full.
(bc) Following and during the continuation of an Event of Default, the Indenture Trustee (or Servicer on its behalf) shall have the right from time to time to partially foreclose the Deeds of Trust in any manner and for any amounts secured by the Deeds of Trust then due and payable as determined by the Indenture Trustee (or Servicer on its behalf) in its sole discretion including, without limitation, the following circumstances: (i) in the event the Issuers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust to recover such delinquent payments, or (ii) in the event the Indenture Trustee (or Servicer on its behalf) elects to accelerate less than the entire Outstanding Class Principal Balance of any Class of Notes, the Indenture Trustee (or Servicer on its behalf) may foreclose the Deeds of Trust or any of them to recover so much of the principal balance of the Notes as the Indenture Trustee (or Servicer on its behalf) may accelerate and such other sums secured by the Deeds of Trust as the Indenture Trustee (or Servicer on its behalf) may elect. Notwithstanding one or more partial foreclosures, the Wireless Sites shall remain subject to the Deeds of Trust to secure payment of sums secured by the Deeds of Trust and not previously recovered.
(d) Any amounts recovered from the Assets or any Collateral and the proceeds from any of the foregoing for the Notes and other Obligations after an Event of Default may be applied by the Indenture Trustee toward the payment of any interest and/or principal of the Notes and/or any other amounts due under the Transaction Documents in such order, priority and proportions as the Indenture Trustee in its sole discretion shall determine; provided, however, that any such payments on the Notes will be made in accordance with the priorities set forth in Article V of this Indenture.
(e) The rights and remedies set forth in this Section 10.02 are in addition to, and not in limitation of, any other right or remedy provided for in this Agreement Indenture or any other Loan Document. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(c) Anything herein to the contrary notwithstandingTransaction Document including, if and for so long as a Lender is a Tax Exempt Personwithout limitation, such Lender shall not succeed to the rights of any Tax Equity Holdco or the Borrower as a direct or indirect owner of any Opco or Tax Equity Holdco, or an assignee of any such Person, until after the Recapture Period and remedies provided for the last Project Placed in Service with respect to the Person(s) of which the Lender would become a direct or indirect owner, regardless whether or not exists an Event of DefaultSection 10.08.
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