Common use of Action Upon Event of Default Clause in Contracts

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total Commitment.

Action Upon Event of Default. Subject Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party, any Guarantor or any other Person, declare all or any portion of the Obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations of each Guarantor. Upon such declaration by Agent, Agent, Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of the Intercreditor this Agreement, whether or not Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Claims or any Lien therein shall be created, received, accepted or retained during the continuance of any Event of Default occurs for nor shall any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall financing statement be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder filed with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed thereto by any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentGuarantor.

Action Upon Event of Default. Subject Upon the occurrence and during the continuance of any Event of Default, Lender may, without notice to or demand upon any Borrower, any Guarantor or any other Person, declare any obligations of any Guarantor under this Section 12 immediately due and payable, and shall be entitled to enforce the terms obligations of such Guarantor under this Section 12. Upon such declaration by Lender, Lender is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisions or final) at any time held and other indebtedness at any time owing by Lender to or for the credit or the account of such Guarantor against any and all of the Intercreditor Agreementobligations of such Guarantor now or hereafter existing hereunder, whether or not Lender shall have made any demand hereunder against any Borrower or any other Person and although such obligations may be contingent and unmatured. The rights of Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which Lender may have. Upon such declaration by Lender, with respect to any claims (other than those claims referred to in Section 12.9) of such Guarantor against any Borrower or any other Guarantors (for purposes of this Section 12.10, the “Guarantor Claims”), Lender shall have the full right on the part of Lender in its own name or in the name of such Guarantor to collect and enforce such Guarantor Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Lender and each of its officers being hereby irrevocably constituted attorneys-in-fact for such Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of such Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Lender and will pay to Lender forthwith upon receipt thereof any amounts which such Guarantor may receive from any Borrower or any other Guarantor on account of the Guarantor Claims. Each Guarantor agrees that at no time hereafter will any of the Guarantor Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to Lender, or if payable to such Guarantor, shall forthwith be endorsed by such Guarantor to Lender. Each Guarantor agrees that no payment on account of the Guarantor Claims or any security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default occurs for nor shall any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall financing statement be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder filed with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended thereto by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentGuarantor.

Action Upon Event of Default. Subject to fourth, as the terms of the Intercreditor Agreement, if any Borrower may request (so long as no Loan Facility Event of Default occurs for or Unmatured Loan Facility Event of Default exists), to the funding of any reasonAdvance or Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, whether voluntary as determined by the Credit Facility Agent; fifth, if so determined by the Credit Facility Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances or involuntaryLoans under this Agreement and (y) cash collateralize the Issuing Banks’ future Fronting Exposure, and is continuing if any, with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement in accordance with the procedures set forth in Section 9.03(a) (after giving effect to any cure of the applicable Action Upon Event of Default); sixth, to the Senior payment of any amounts owing to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Loan Facility Agent mayEvent of Default or Unmatured Loan Facility Event of Default has occurred and is continuing, or upon to the direction payment of the Required Senior Lenders shall, by written notice any amounts owing to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands as a result of any kind, all such notices and demands being waived by the Borrower, exercise any or all judgment of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions a court of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid competent jurisdiction obtained by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that against such expenditures may, together with amounts advanced Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, exceed to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the Total Commitment; related Letters of Credit were issued at a time when the conditions set forth in Section 7.01 (bConditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) Apply or execute upon Section 7.03 (Conditions to Each Working Capital Advance), as applicable, were satisfied or waived, such payment shall be applied solely to pay the Loans owed to all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans owed to such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit are held by the Lenders pro rata in accordance with their applicable Commitments without giving effect to Section 4.18(b). Any payments, prepayments or other amounts on deposit in any Account paid or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or the Accounts Bank in the manner provided in the UCC to post cash collateral pursuant to this Section 4.18 shall be deemed paid to and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Projectredirected by such Defaulting Lender, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentDefaulting Lender irrevocably consents hereto.

Action Upon Event of Default. Subject Upon the occurrence and during the continuation of any Event of Default, the Lender may, without notice to or demand upon Borrower, any Guarantor or any other Person, declare any obligations of any Guarantor under this Article 16 immediately due and payable, and shall be entitled to enforce the obligations of each Guarantor under this Article 16. Upon such declaration by the Lender, the Lender is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisions or final) at any time held and other Indebtedness at any time owing by the Lender to or for the credit or the account of any Guarantor against any and all of the obligations of such Guarantor now or hereafter existing hereunder, whether or not the Lender shall have made any demand hereunder against Borrower, any other Guarantor or any other Person and although such obligations may be contingent and unmatured. The rights of the Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which the Lender may have. Upon such declaration by the Lender, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against Borrower or any other Guarantors (the “Claims”), the Lender shall have the full right on the part of the Lender in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, the Lender and each of its officers being hereby irrevocably constituted attorneys-in-fact for such Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of such Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for the Lender and will pay to the terms Lender forthwith upon receipt thereof any amounts which such Guarantor may receive from Borrower or any other Guarantor on account of the Intercreditor AgreementClaims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to the Lender, or if payable to such Guarantor, shall forthwith be endorsed by such Guarantor to the Lender. Each Guarantor agrees that no payment on account of the Claims or any security interest therein shall be created, received, accepted or retained during the continuation of any Event of Default occurs for nor shall any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall financing statement be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder filed with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed thereto by any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentGuarantor.

Action Upon Event of Default. Subject to the terms of the Collateral and Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, reason and is continuing (after giving effect to any cure of the applicable Event of Default), then, the Senior Facility P1 Administrative Agent may, or upon the direction of the Required Majority Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other P1 Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility P1 Administrative Agent or the Required Majority Senior Lenders may elect, in addition to such other rights right or remedies as the Senior Facility P1 Administrative Agent and the Senior Lenders may have hereunder, under the other P1 Financing Documents or at law or in equity: (a) Without pursuant to the terms of the Common Terms Agreement and the Collateral and Intercreditor Agreement, vote in favor of the taking of any and all actions necessary or desirable to implement any available remedies with respect to the Collateral under any of the P1 Collateral Documents; (b) without any obligation to do so, make Extensions of Credit disbursements or Senior Loans (including any draw upon any Revolving LC) as provided in Section 2.1 and Section 2.6 to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Majority Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing DocumentsSecured Obligations, notwithstanding that such expenditures may, together with amounts theretofore advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;Loan Commitments; or (c) Enter into possession take (or vote in favor of the Project taking) other action at law or in equity as may appear necessary or desirable to collect the amounts then due and perform thereafter to become due, or cause to be performed enforce performance and observance of any and all work and labor necessary to complete construction obligation, agreement or covenant of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentCommon Terms Agreement or the Collateral and Intercreditor Agreement.

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if (a) If any Working Capital Facility Event of Default under the Common Terms Agreement or this Agreement occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure Continuing, the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders may, by decision of the applicable Required Working Capital Lenders (i) instruct the Working Capital Facility Agent, as Senior Creditor Group Representative for the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders, to further instruct the Intercreditor Agent to declare that a Working Capital Facility Declared Default has occurred under this Agreement in accordance with Section 15.2(a) (Declaration of Loan Facility Declared Default) of the Common Terms Agreement and (ii) thereafter, subject to the Intercreditor Agreement and the Common Security and Account Agreement, exercise, or instruct the Intercreditor Agent to exercise, any Enforcement Action provided under Section 16.1 (Facility Lender Remedies for Loan Facility Declared Events of Default) of the Common Terms Agreement (including, subject to the Common Terms Agreement and the Common Security and Account Agreement, requiring the Borrower to deposit with the Working Capital Facility Agent an amount in the XX Xxxx Collateral Account equal to the aggregate maximum amount available to be drawn under all Letters of Credit then outstanding), each of which is incorporated by reference and shall apply mutatis mutandis to this Section 9.04 (Action Upon Event of Default)) as if fully set forth herein, the Senior Facility Agent mayprovided that nothing herein shall, or upon the direction occurrence of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior a Working Capital Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and described in Section 15.1(d) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement require any certification, declaration or other notice prior to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral deemed declaration of such Working Capital Facility Declared Default or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount acceleration of the Total Commitment; (b) Apply or execute upon any amounts on deposit Working Capital Loans, LC Loans and the Swing Line Loans in any Account or any other monies of the Borrower on deposit connection with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner occurrence thereof as provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; under Section 16.1(b) (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total Commitment.

Action Upon Event of Default. Subject to Upon the terms occurrence of the Intercreditor Agreement, if any an Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing described in Section 8.5 (after giving effect to any cure Bankruptcy) of the applicable Event of Default)Loan Agreement, unless the Lender should otherwise agree, the Senior Facility Agent may, or upon the direction commitment of the Required Senior Lenders shall, by written notice Lender to make the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, Loan shall automatically and without further notice act terminate and the unpaid principal of default(and indemnification for funding losses, presentment or demand for paymentif any) and accrued interest on the Loan and all other amounts due and payable under this Agreement and the other Loan Documents shall automatically and without further act become due and payable without presentment, demand, protest or notice of non-payment any kind, all of which are hereby expressly waived, anything contained herein or dishonorin any other Loan Document to the contrary notwithstanding, and the Lender may immediately exercise and pursue any remedy described herein or otherwise available to it in any Loan Document, at law, in equity or by statute (subject always to compliance with any mandatory requirements of applicable law). If any other notices Event of Default shall have occurred and be continuing, the Lender may, at its option, declare the commitment of the Lender to make the Loan to be terminated and the unpaid principal of (and indemnification for funding losses, if any) and accrued interest on the Loan and all other amounts due and payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such commitment shall immediately terminate and the Loan and such other amounts shall become forthwith due and payable, without presentment, demand, protest or demands any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in any other Loan Document to the contrary notwithstanding; and the Lender may immediately exercise and pursue any remedy described herein or otherwise available to it in any Loan Document, at law, in equity or by statute (subject always to compliance with any mandatory requirements of applicable law). Upon such notices and demands being waived by declaration, the Borrower, Lender may exercise any or all of the following rights and remedies, in powers and pursue any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf all of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid remedies permitted by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentArticle 6.

Action Upon Event of Default. Subject to the terms of the Collateral and Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, reason and is continuing (after giving effect to any cure of the applicable Event of Default), then, the Senior Facility Administrative Agent may, or upon the direction of the Required Majority Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Administrative Agent or the Required Majority Senior Lenders may elect, in addition to such other rights right or remedies as the Senior Facility Administrative Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without pursuant to the terms of the Common Terms Agreement and the Collateral and Intercreditor Agreement, vote in favor of the taking of any and all actions necessary or desirable to implement any available remedies with respect to the Collateral under any of the P1 Collateral Documents; (b) without any obligation to do so, make Extensions of Credit disbursements or Senior Loans as provided in Section 2.1 to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Majority Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing DocumentsSecured Obligations, notwithstanding that such expenditures may, together with amounts theretofore advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;Loan Commitments; or (c) Enter into possession take (or vote in favor of the Project taking) other action at law or in equity as may appear necessary or desirable to collect the amounts then due and perform thereafter to become due, or cause to be performed enforce performance and observance of any and all work and labor necessary to complete construction obligation, agreement or covenant of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentCommon Terms Agreement or the Collateral and Intercreditor Agreement.

Action Upon Event of Default. Subject sixth, to the terms payment of any amounts owing to the Intercreditor Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, if any so long as no Loan Facility Event of Default occurs for or Unmatured Loan Facility Event of Default has occurred and is continuing, to the payment of any reasonamounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, whether voluntary to such Defaulting Lender or involuntaryas otherwise directed by a court of competent jurisdiction; provided that, if (A) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and is continuing (after B) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.01 (Conditions to Initial Closing), Section 7.02 (Conditions to Upsize Closing), Section 7.03 (Conditions to Each Term Loan Advance) or Section 7.04 (Conditions to Each Working Capital Advance), as applicable, were satisfied or waived, such payment shall be applied solely to pay the Loans owed to all Non- Defaulting Lenders on a pro rata basis, without regard to whether such Term Loans or Term Loan Commitments are with respect to any Initial Term Loan Commitments or Incremental Term Loan Commitments, prior to being applied to the payment of any Loans owed to such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit are held by the Lenders pro rata in accordance with their applicable Commitments without giving effect to any cure of the applicable Event of DefaultSection 4.18(b) (Defaulting Lenders). Any payments, the Senior Facility Agent may, prepayments or upon the direction of the Required Senior Lenders shall, other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by written notice a Defaulting Lender or to the Borrower of its intention post cash collateral pursuant to exercise any remedies hereunder, under the other Financing Documents or at law or in equitythis Section 4.18 (Defaulting Lenders) shall be deemed paid to and redirected by such Defaulting Lender, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Defaulting Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total Commitmentirrevocably consents hereto.

Action Upon Event of Default. Subject to the terms of the Collateral and Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, reason and is continuing (after giving effect to any cure of the applicable Event of Default), then, the Senior Facility TCF Administrative Agent may, or upon the direction of the Required Majority Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other TCF Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility TCF Administrative Agent or the Required Majority Senior Lenders may elect, in addition to such other rights right or remedies as the Senior Facility TCF Administrative Agent and the Senior Lenders may have hereunder, under the other TCF Financing Documents or at law or in equity: (a) Without pursuant to the terms of the Common Terms Agreement and the Collateral and Intercreditor Agreement, vote in favor of the taking of any and all actions necessary or desirable to implement any available remedies with respect to the Collateral under any of the P1 Collateral Documents; (b) without any obligation to do so, make Extensions of Credit disbursements or Construction/Term Loans as provided in Section 2.1 to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Majority Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing DocumentsSecured Obligations, notwithstanding that such expenditures may, together with amounts theretofore advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;Construction/Term Loan Commitments; or (c) Enter into possession take (or vote in favor of the Project taking) other action at law or in equity as may appear necessary or desirable to collect the amounts then due and perform thereafter to become due, or cause to be performed enforce performance and observance of any and all work and labor necessary to complete construction obligation, agreement or covenant of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentCommon Terms Agreement or the Collateral and Intercreditor Agreement.

Action Upon Event of Default. Subject Upon the occurrence and during the continuance of any Event of Default, Seller shall, without notice to or demand upon Purchaser and each Guarantor or any other Person, declare any obligations of any Guarantor under this Article XV immediately due and payable, and shall be entitled to enforce the terms obligations of such Guarantor under this Article XV. Upon such declaration by Seller, Seller is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisions or final) at any time held and other indebtedness at any time owing by Seller to or for the credit or the account of such Guarantor against any and all of the Intercreditor Agreementobligations of such Guarantor now or hereafter existing hereunder, whether or not Seller shall have made any demand hereunder against Purchaser or any other Person and although such obligations may be contingent and unmatured. The rights of Seller hereunder are in addition to other rights and remedies (including other rights of set-off) which Seller may have. Upon such declaration by Seller, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of such Guarantor against Purchaser and each Guarantor (for purposes of this Section 15.10, the “Guaranty Claims”), Seller shall have the full right on the part of Seller in its own name or in the name of such Guarantor to collect and enforce such Guaranty Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Seller and each of its officers being hereby irrevocably constituted attorneys-in-fact for such Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of such Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Seller and will pay to Seller forthwith upon receipt thereof any amounts which such Guarantor may receive from Purchaser and each Guarantor on account of the Guaranty Claims. Each Guarantor agrees that at no time hereafter will any of the Guaranty Claims be represented by any notes or other negotiable instruments or writings, except and in such event, they shall either be made payable to Seller, or if payable to such Guarantor, shall forthwith be endorsed by such Guarantor to Seller. Each Guarantor agrees that no payment on account of the Guaranty Claims or any security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default occurs for nor shall any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall financing statement be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder filed with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended thereto by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentGuarantor.

Action Upon Event of Default. Subject to the terms of the Collateral and Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, reason and is continuing (after giving effect to any cure of the applicable Event of Default), then, the Senior Facility Administrative Agent may, or upon the direction of the Required Majority Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Administrative Agent or the Required Majority Senior Lenders may elect, in addition to such other rights right or remedies as the Senior Facility Administrative Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without pursuant to the terms of the Common Terms Agreement and the Collateral and Intercreditor Agreement, vote in favor of the taking of any and all actions necessary or desirable to implement any available remedies with respect to the Collateral under any of the P1 Collateral Documents; (b) without any obligation to do so, make Extensions of Credit disbursements or Senior Loans as provided in Section 2.1 to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Majority Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing DocumentsSecured Obligations, notwithstanding that such expenditures may, together with amounts theretofore advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;Loan Commitments; or (c) Enter into possession take (or vote in favor of the Project taking) other action at law or in equity as may appear necessary or desirable to collect the amounts then due and perform thereafter to become due, or cause to be performed enforce performance and observance of any and all work and labor necessary to complete construction obligation, agreement or covenant of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total Commitment.Common Terms Agreement or the Collateral and Intercreditor Agreement. |US-DOCS\143711048.26||

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior KEXIM Facility Agent may, or upon the direction of the Required Senior Lenders KEXIM shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior KEXIM Facility Agent or the Required Senior Lenders KEXIM may elect, in addition to such other rights or remedies as the Senior KEXIM Facility Agent and the Senior Lenders KEXIM may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit disbursements or KEXIM Direct Facility Loans to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders KEXIM in their its sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ KEXIM’s interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KEXIM Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentKEXIM Direct Facility Commitments; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior KEXIM Facility Agent, any Senior Lender KEXIM or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior KEXIM Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KEXIM Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentKEXIM Direct Facility Commitments.

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior KSURE Covered Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior KSURE Covered Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior KSURE Covered Facility Agent and the Senior KSURE Covered Facility Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit disbursements or KSURE Covered Facility Loans to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior KSURE Covered Facility Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KSURE Covered Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentKSURE Covered Facility Commitments; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior KSURE Covered Facility Agent, any Senior KSURE Covered Facility Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;; and (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior KSURE Covered Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KSURE Covered Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentKSURE Covered Facility Commitments.

Action Upon Event of Default. (a) If any Working Capital Facility Event of Default under the Common Terms Agreement or this Agreement occurs and is Continuing, the Working Capital Lenders, the Issuing Banks and the Swing Line Lender may, by decision of the Required Working Capital Lenders (i) instruct the Working Capital Facility Agent, as Senior Creditor Group Representative for the Working Capital Lenders, the Issuing Banks and the Swing Line Lender, to further instruct the Intercreditor Agent to declare that a Working Capital Facility Declared Default has occurred under this Agreement in accordance with Section 15.2(a) (Declaration of Loan Facility Declared Default) of the Common Terms Agreement and (ii) thereafter, subject to the Intercreditor Agreement and the Common Security and Account Agreement, exercise, or instruct the Intercreditor Agent to exercise, any Enforcement Action provided under Section 16.1 (Facility Lender Remedies for Loan Facility Declared Events of Default) of the Common Terms Agreement (including, subject to the Common Terms Agreement and the Common Security and Account Agreement, requiring the Borrower to deposit with the Working Capital Facility Agent an amount in the XX Xxxx Collateral Account equal to the aggregate maximum amount available to be drawn under all Letters of Credit then outstanding), each of which is incorporated by reference and shall apply mutatis mutandis to this Section 9.04 (Action Upon Event of Default) as if fully set forth herein, provided that nothing herein shall, upon the occurrence of a Working Capital Facility Event of Default described in Section 15.1(d)(i) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement or Schedule 9.02(4)(a) (Events of Default After the Term Loan Discharge Date – Bankruptcy) (whichever is applicable at the time) require any certification, declaration or other notice prior to the deemed declaration of such Working Capital Facility Declared Default or the acceleration of the Working Capital Loans, LC Loans and Swing Line Loans in connection with the occurrence thereof as provided under Section 16.1(b) (Facility Lender Remedies for Loan Facility Declared Events of Default - Initiating Percentage for Enforcement Action with Respect to Collateral) of the Common Terms Agreement. (a) Subject to Section 10.5 (Certain Agreements with Respect to Bankruptcy) of the Common Security and Account Agreement, following commencement of any Bankruptcy Proceeding by or against the Loan Parties or Holdco, any Working Capital Lender, any Issuing Bank or the Swing Line Lender may: (1) file a claim or statement of interest with respect to (and to the extent of) the Senior Debt Obligations (if any) owed by such person to such Working Capital Lender, Issuing Bank or Swing Line Lender in accordance with the Finance Documents, (2) vote on any plan of reorganization and (3) make other filings, arguments, objections and motions in connection with such Bankruptcy Proceeding, in each case in accordance with the terms of the Intercreditor Agreement, if Finance Documents (other than any Event of Default occurs requirement for any reason, whether voluntary or involuntary, an intercreditor vote to take such action). (b) Any termination and is continuing acceleration made pursuant to this Section 9.04 and Section 16.1(a)(ii) (after giving effect to any cure Enforcement Action) of the applicable Event of Default), the Senior Facility Agent Common Terms Agreement may, or upon the direction of should the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Working Capital Lenders in their sole and absolute discretion may consider necessary or appropriateso elect, whether be rescinded by written notice to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to at any time after the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount principal of the Total Commitment; (b) Apply Working Capital Loans, LC Loans and Swing Line Loans has become due and payable, but before any judgment or execute upon any amounts on deposit in any Account decree for the payment of the monies so due, or any other monies part thereof, has been entered; provided that, no such rescission or annulment shall extend to or affect any subsequent Working Capital Facility Event of the Borrower on deposit with the Senior Facility Agent, Default or impair any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;right consequent thereon. (c) Enter into possession An event of default under this Working Capital Facility Agreement shall be deemed to be declared, in respect of any Working Capital Facility Event of Default referred to in Section 15.1(d)(i) (Loan Facility Events of Default – Bankruptcy) of the Project Common Terms Agreement or Schedule 9.02(4)(a) (Events of Default After the Term Loan Discharge Date – Bankruptcy) (whichever is applicable at the time), immediately and perform automatically upon its occurrence, without the requirement for any certification, declaration or cause to be performed other notice from a Working Capital Lender, an Issuing Bank, the Swing Line Lender or the Intercreditor Agent or any and all work and labor necessary to complete construction Senior Creditor in accordance with Section 15.2(a) (Declaration of Loan Facility Declared Default) of the Project substantially according to Common Terms Agreement. (d) Promptly after any Working Capital Lender, any Issuing Bank or the EPC Contracts Swing Line Lender obtains knowledge of any Working Capital Facility Event of Default, such Working Capital Lender, Issuing Bank or to operate and maintain Swing Line Lender shall notify the Project, and all sums expended by the Senior Working Capital Facility Agent in so doingwriting of such Working Capital Facility Event of Default, together with interest on which notice shall describe such total amount at Working Capital Facility Event of Default in reasonable detail (including the Default Ratedate of occurrence of the same), shall be repaid by the Borrower specifically refer to the Senior Facility Agent upon demand this Section 9.04(e) (Action Upon Event of Default) and shall be secured by the Financing Documents, notwithstanding indicate that such expenditures may, together with amounts advanced under this Agreement, exceed the Total Commitmentnotice is a notice of default.

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior KEXIM Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior KEXIM Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior KEXIM Facility Agent and the Senior KEXIM Covered Facility Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit disbursements or KEXIM Covered Facility Loans to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior KEXIM Covered Facility Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KEXIM Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentKEXIM Covered Facility Commitments; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior KEXIM Facility Agent, any Senior KEXIM Covered Facility Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;; and (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior KEXIM Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KEXIM Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentKEXIM Covered Facility Commitments.

Action Upon Event of Default. Subject Upon the occurrence and during the continuance of any Event of Default, the Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party or any other Person, declare any obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the obligations of each Guarantor. Upon such declaration by the Agent, the Agent and Lenders (and any Affiliates thereof) are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisions or final) at any time held and other indebtedness at any time owing by the Agent or Lenders (or such Affiliate) to or for the credit or the account of any Guarantor against any and all of the obligations of each Guarantor now or hereafter existing hereunder, whether or not the Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such obligations may be contingent and unmatured. The rights of the Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which the Agent and Lenders may have. Upon such declaration by the Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), the Agent shall have the full right on the part of the Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, Guarantor will not vote with respect to such Claims in any bankruptcy or proceeding for the arrangement of debts at any time proposed in a manner adverse to Agent’s interest, the Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for the Agent and will pay to the terms Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Intercreditor AgreementClaims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes, other negotiable instruments or writings, except and in such event they shall either be made payable to the Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to the Agent. Each Guarantor agrees that no payment on account of the Claims or any security interest therein shall be created, received, accepted or retained after the occurrence of any Event of Default occurs for which has not been waived in writing by Agent nor shall any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall financing statement be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder filed with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed thereto by any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentGuarantor.

Action Upon Event of Default. (a) Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Commercial Banks Facility Agent may, or upon the direction of the Required Senior Lenders Banks shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Commercial Banks Facility Agent or the Required Senior Lenders Banks may elect, in addition to such other rights or remedies as the Senior Commercial Banks Facility Agent and the Senior Commercial Bank Lenders may have hereunder, under the other Financing Documents or at law or in equity: (ab) Without any obligation to do so, make Extensions of Credit disbursements or Commercial Bank Loans under each Tranche in the order provided in Section 2.01 (Commercial Bank Loans) to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders Banks in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Commercial Bank Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Commercial Banks Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentCommercial Banks Facility Commitments; (bc) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Commercial Banks Facility Agent, any Senior Commercial Bank Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (cd) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Commercial Banks Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Commercial Banks Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentCommercial Banks Facility Commitments.

Action Upon Event of Default. If any payments of principal or interest or Make-Whole Amount, if any, on the Equipment Notes due and payable on any Payment Date shall not have been paid in full on such Payment Date, the Indenture Trustee shall give telephonic notice within one Business Day (followed by prompt written notice) to the Owner and the Loan Participant specifying the amount and nature of such deficiency in payment. In the event the Indenture Trustee shall have knowledge of an Event of Default or a Default, the Indenture Trustee shall give prompt notice of such Event of Default or Default to the Owner and the Loan Participant by telegram, facsimile, or telephone (to be promptly confirmed in writing). Subject to the terms of Section 6.03, the Intercreditor AgreementIndenture Trustee shall take such action, if any or refrain from taking such action, with respect to such Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (Default as the Trustee shall be instructed in writing by a Majority in Interest. If the Indenture Trustee shall not have received instructions as above provided within 20 days after giving effect to any cure the mailing of the applicable Event of Default), the Senior Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and or such Default to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid Loan Participant by the Borrower to Indenture Trustee, the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures Indenture Trustee may, together with amounts advanced under this Agreementbut shall not be obligated to, exceed the amount of the Total Commitment; (b) Apply take such action, or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agentrefrain from taking such action, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (c) Enter into possession such Indenture Event of Default or Indenture Default as it shall determine to be advisable in the best interests of the Project and perform Loan Participant. For all purposes of this Indenture, in the absence of actual knowledge, the Indenture Trustee shall not be deemed to have knowledge of an Event of Default (except for the failure of the Owner to pay any principal or cause interest that is required to be performed any and all work and labor necessary paid directly to complete construction the Indenture Trustee within the 10 Business Days after the same shall become due or the failure of the Project substantially according Owner to maintain insurance as required under Section 4.07 if the EPC Contracts Indenture Trustee shall receive notice thereof from an insurer or to operate insurance broker) unless notified in writing by one or more Loan Participants; and maintain “actual knowledge” (as used in the Project, and all sums expended by foregoing clause) of the Senior Facility Agent Indenture Trustee shall mean actual knowledge of an officer in so doing, together with interest on such total amount at the Default Rate, shall be repaid by Corporate Trust Department of the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentIndenture Trustee.

Action Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party or any other Person, declare any obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the obligations of each Guarantor. Subject to the terms limitations set forth in Sections 16.3 and 16.4, upon such declaration by Agent, Agent and Lenders are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisions or final) at any time held and other indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Intercreditor Agreementobligations of each Guarantor now or hereafter existing hereunder, whether or not Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes, other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Claims or any security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default occurs for nor shall any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall financing statement be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder filed with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed thereto by any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentGuarantor.

Action Upon Event of Default. Subject Upon the occurrence and during the continuance of any Event of Default, the Lender may, without notice to or demand upon any Loan Party, any Guarantor or any other Person, declare all or any portion of the Obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations of each Guarantor. Upon such declaration by the Lender, the Lender and any of its Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by the Lender to or for the credit or the account of any Guarantor against any and all of the Obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of the Intercreditor this Agreement, whether or not the Lender shall have made any demand hereunder against any other Loan Party and although such Obligations may be contingent and unmatured. The rights of the Lender hereunder are in addition to other rights and remedies (including other rights of set-off) which the Lender may have. Upon such declaration by the Lender, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), the Lender shall have the full right on the part of the Lender in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, the Lender and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for the Lender and will pay to the Lender forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes or other negotiable instruments or writings, except and in such event they shall either be made payable to the Lender, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to the Lender. Each Guarantor agrees that no payment on account of the Claims or any Lien therein shall be created, received, accepted or retained during the continuance of any Event of Default occurs for nor shall any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall financing statement be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder filed with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed thereto by any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentGuarantor.

Action Upon Event of Default. (a) Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Commercial Banks Facility Agent may, or upon the direction of the Required Senior Lenders Banks shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Commercial Banks Facility Agent or the Required Senior Lenders Banks may elect, in addition to such other rights or remedies as the Senior Commercial Banks Facility Agent and the Senior Commercial Bank Lenders may have hereunder, under the other Financing Documents or at law or in equity: (ab) Without any obligation to do so, make Extensions of Credit disbursements or Commercial Bank Loans under each Tranche in the order provided in Section 2.01 (Commercial Bank Loans) to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders Banks in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Commercial Bank Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Commercial Banks Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentCommercial Banks Facility Commitments; (bc) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Commercial Banks Facility Agent, any Senior Commercial Bank Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;; and (cd) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Commercial Banks Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Commercial Banks Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentCommercial Banks Facility Commitments.

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if (a) If any Working Capital Facility Event of Default under the Common Terms Agreement or this Agreement occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure Continuing, the Working Capital Lenders and the Issuing Banks may, by decision of the applicable Required Working Capital Lenders (i) instruct the Working Capital Facility Agent, as Senior Creditor Group Representative for the Working Capital Lenders and the Issuing Banks, to further instruct the Intercreditor Agent to declare that a Working Capital Facility Declared Default has occurred under this Agreement in accordance with Section 15.2(a) (Declaration of Loan Facility Declared Default) of the Common Terms Agreement and (ii) thereafter, subject to the Intercreditor Agreement and the Common Security and Account Agreement, exercise, or instruct the Intercreditor Agent to exercise, any Enforcement Action provided under Section 16.1 (Facility Lender Remedies for Loan Facility Declared Events of Default) of the Common Terms Agreement (including, subject to the Common Terms Agreement and the Common Security and Account Agreement, requiring the Borrower to deposit with the Working Capital Facility Agent an amount in the XX Xxxx Collateral Account equal to the aggregate maximum amount available to be drawn under all Letters of Credit then outstanding), each of which is incorporated by reference and shall apply mutatis mutandis to this Section 9.04 (Action Upon Event of Default)) as if fully set forth herein, the Senior Facility Agent mayprovided that nothing herein shall, or upon the direction occurrence of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior a Working Capital Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and described in Section 15.1(d)(i) (Loan Facility Events of Default – Bankruptcy) of the Common Terms Agreement or Schedule 9.02(4)(a) (Events of Default After the Term Loan Discharge Date – Bankruptcy) (whichever is applicable at the time) require any certification, declaration or other notice prior to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral deemed declaration of such Working Capital Facility Declared Default or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount acceleration of the Total Commitment; (b) Apply or execute upon any amounts on deposit Working Capital Loans and LC Loans in any Account or any other monies of the Borrower on deposit connection with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner occurrence thereof as provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; under Section 16.1(b) (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total Commitment.

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Facility Term Loan A Administrative Agent may, or upon the direction of the Required Senior Lenders Banks shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Term Loan A Administrative Agent or the Required Senior Lenders Banks may elect, in addition to such other rights or remedies as the Senior Facility Term Loan A Administrative Agent and the Senior Construction/Term Loan Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit disbursements or Construction/Term Loans under each Tranche in the order provided in Section 2.01 (Construction/Term Loans) to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders Banks in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Construction/Term Loan Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Term Loan A Administrative Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentConstruction/Term Loan Commitments; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Term Loan A Administrative Agent, any Senior Construction/Term Loan Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts Contract or to operate and maintain the such Project, and all sums expended by the Senior Facility Term Loan A Administrative Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Term Loan A Administrative Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentConstruction/Term Loan Commitments.

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior KSURE Covered Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior KSURE Covered Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior KSURE Covered Facility Agent and the Senior KSURE Covered Facility Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit disbursements or KSURE Covered Facility Loans to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior KSURE Covered Facility Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KSURE Covered Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentKSURE Covered Facility Commitments; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior KSURE Covered Facility Agent, any Senior KSURE Covered Facility Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior KSURE Covered Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KSURE Covered Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentKSURE Covered Facility Commitments.

Action Upon Event of Default. (a) Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Commercial Banks Facility Agent may, or upon the direction of the Required Senior Lenders Banks shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Commercial Banks Facility Agent or the Required Senior Lenders Banks may elect, in addition to such other rights or remedies as the Senior Commercial Banks Facility Agent and the Senior Commercial Bank Lenders may have hereunder, under the other Financing Documents or at law or in equity: (ab) Without any obligation to do so, make Extensions of Credit disbursements or Commercial Bank Loans under each Tranche in the order provided in Section 2.01 (Commercial Bank Loans) to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders Banks in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Commercial Bank Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Commercial Banks Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentCommercial Banks Facility Commitments; (bc) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Commercial Banks Facility Agent, any Senior Commercial Bank Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;; and (cd) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Commercial Banks Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Commercial Banks Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentCommercial Banks Facility Commitments.

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior KEXIM Facility Agent may, or upon the direction of the Required Senior Lenders KEXIM shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior KEXIM Facility Agent or the Required Senior Lenders KEXIM may elect, in addition to such other rights or remedies as the Senior KEXIM Facility Agent and the Senior Lenders KEXIM may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit disbursements or KEXIM Direct Facility Loans to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders KEXIM in their its sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ KEXIM’s interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KEXIM Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentKEXIM Direct Facility Commitments; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior KEXIM Facility Agent, any Senior Lender KEXIM or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;; and (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior KEXIM Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KEXIM Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentKEXIM Direct Facility Commitments.

Action Upon Event of Default. (a) Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Commercial Banks Facility Agent may, or upon the direction of the Required Senior Lenders Banks shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Commercial Banks Facility Agent or the Required Senior Lenders Banks may elect, in addition to such other rights or remedies as the Senior Commercial Banks Facility Agent and the Senior Commercial Bank Lenders may have hereunder, under the other Financing Documents or at law or in equity: (ab) Without any obligation to do so, make Extensions of Credit disbursements or Commercial Bank Loans under each Tranche in the order provided in Section 2.01 (Commercial Bank Loans) to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders Banks in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Commercial Bank Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Commercial Banks Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentCommercial Banks Facility Commitments; (bc) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Commercial Banks Facility Agent, any Senior Commercial Bank Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (cd) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Commercial Banks Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Commercial Banks Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentCommercial Banks Facility Commitments.

Action Upon Event of Default. Subject to the terms of the Collateral and Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, reason and is continuing (after giving effect to any cure of the applicable Event of Default), then, the Senior Facility TCF Administrative Agent may, or upon the direction of the Required Majority Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other TCF Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility TCF Administrative Agent or the Required Majority Senior Lenders may elect, in addition to such other rights right or remedies as the Senior Facility TCF Administrative Agent and the Senior Lenders may have hereunder, under the other TCF Financing Documents or at law or in equity: (a) Without pursuant to the terms of the Common Terms Agreement and the Collateral and Intercreditor Agreement, vote in favor of the taking of any and all actions necessary or desirable to implement any available remedies with respect to the Collateral under any of the P1 Collateral Documents; |US-DOCS\145399031.8|| (b) without any obligation to do so, make Extensions of Credit disbursements or Construction/Term Loans as provided in Section 2.1 to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Majority Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing DocumentsSecured Obligations, notwithstanding that such expenditures may, together with amounts theretofore advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;Construction/Term Loan Commitments; or (c) Enter into possession take (or vote in favor of the Project taking) other action at law or in equity as may appear necessary or desirable to collect the amounts then due and perform thereafter to become due, or cause to be performed enforce performance and observance of any and all work and labor necessary to complete construction obligation, agreement or covenant of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentCommon Terms Agreement or the Collateral and Intercreditor Agreement.

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior LC Facility Administrative Agent may, or upon the direction of the Required Senior LC Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior LC Facility Administrative Agent or the Required Senior LC Lenders may elect, in addition to such other rights or remedies as the Senior LC Facility Administrative Agent and the Senior LC Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior LC Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior LC Lenders’ ' interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior LC Facility Administrative Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Aggregate Senior LC Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior LC Facility Administrative Agent, any Senior LC Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior LC Facility Administrative Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior LC Facility Administrative Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total Aggregate Senior LC Commitment.

Action Upon Event of Default. Subject Upon the occurrence and during the continuance of any Event of Default, Agent may and upon written request of the Required Lenders shall, without notice to or demand upon any Loan Party or any other Person, declare any Obligations of such Guarantor hereunder immediately due and payable, and shall be entitled to enforce the Obligations of each Guarantor. Upon such declaration by Agent, Agent, Lenders and any of their Affiliates are hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisions or final) at any time held and other indebtedness at any time owing by Agent or Lenders to or for the credit or the account of any Guarantor against any and all of the Obligations of each Guarantor now or hereafter existing hereunder in accordance with the terms of the Intercreditor this Agreement, whether or not Agent or Lenders shall have made any demand hereunder against any other Loan Party and although such Obligations may be contingent and unmatured. The rights of Agent and Lenders hereunder are in addition to other rights and remedies (including other rights of set-off) which Agent and Lenders may have. Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph) of any Guarantor against any Loan Party (the “Claims”), Agent shall have the full right on the part of Agent in its own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing in the name of each Guarantor any instrument for the payment of money. Each Guarantor will receive as trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Loan Party on account of the Claims. Each Guarantor agrees that at no time hereafter will any of the Claims be represented by any notes, other negotiable instruments or writings, except and in such event they shall either be made payable to Agent, or if payable to any Guarantor, shall forthwith be endorsed by such Guarantor to Agent. Each Guarantor agrees that no payment on account of the Claims or any security interest therein shall be created, received, accepted or retained during the continuance of any Event of Default occurs for nor shall any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior Facility Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall financing statement be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder filed with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed thereto by any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentGuarantor.

Action Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, and is continuing (after giving effect to any cure of the applicable Event of Default), the Senior KEXIM Facility Agent may, or upon the direction of the Required Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior KEXIM Facility Agent or the Required Senior Lenders may elect, in addition to such other rights or remedies as the Senior KEXIM Facility Agent and the Senior KEXIM Covered Facility Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without any obligation to do so, make Extensions of Credit disbursements or KEXIM Covered Facility Loans to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior KEXIM Covered Facility Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KEXIM Facility Agent on demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total CommitmentKEXIM Covered Facility Commitments; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior KEXIM Facility Agent, any Senior KEXIM Covered Facility Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; (c) Enter into possession of the Project and perform or cause to be performed any and all work and labor necessary to complete construction of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior KEXIM Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior KEXIM Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentKEXIM Covered Facility Commitments.

Action Upon Event of Default. Subject to the terms of the Collateral and Intercreditor Agreement, if any Event of Default occurs for any reason, whether voluntary or involuntary, reason and is continuing (after giving effect to any cure of the applicable Event of Default), then, the Senior Facility Administrative Agent may, or upon the direction of the Required Majority Senior Lenders shall, by written notice to the Borrower of its intention to exercise any remedies hereunder, under the other Financing Documents or at law or in equity, and without further notice of default, presentment or demand for payment, protest or notice of non-payment non‑payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived by the Borrower, exercise any or all of the following rights and remedies, in any combination or order that the Senior Facility Administrative Agent or the Required Majority Senior Lenders may elect, in addition to such other rights right or remedies as the Senior Facility Administrative Agent and the Senior Lenders may have hereunder, under the other Financing Documents or at law or in equity: (a) Without pursuant to the terms of the Common Terms Agreement and the Collateral and Intercreditor Agreement, vote in favor of the taking of any and all actions necessary or desirable to implement any available remedies with respect to the Collateral under any of the P1 Collateral Documents; (b) without any obligation to do so, make Extensions of Credit disbursements or Senior Loans as provided in Section 2.1 to or on behalf of the Borrower to cure any Event of Default hereunder and to cure any default and render any performance under any Material Project Documents (or any other contract to which the Borrower is a party) as the Required Majority Senior Lenders in their sole and absolute discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Senior Lenders’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent on demand and shall be secured by the Financing DocumentsSecured Obligations, notwithstanding that such expenditures may, together with amounts theretofore advanced under this Agreement, exceed the amount of the Total Commitment; (b) Apply or execute upon any amounts on deposit in any Account or any other monies of the Borrower on deposit with the Senior Facility Agent, any Senior Lender or the Accounts Bank in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral;Loan Commitments; or (c) Enter into possession take (or vote in favor of the Project taking) other action at law or in equity as may appear necessary or desirable to collect the amounts then due and perform thereafter to become due, or cause to be performed enforce performance and observance of any and all work and labor necessary to complete construction obligation, agreement or covenant of the Project substantially according to the EPC Contracts or to operate and maintain the Project, and all sums expended by the Senior Facility Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by the Borrower to the Senior Facility Agent upon demand and shall be secured by the Financing Documents, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the Total CommitmentCommon Terms Agreement or the Collateral and Intercreditor Agreement.