Common use of After an Event of Default Clause in Contracts

After an Event of Default. Owner may sell its interest in the Project upon any terms that Owner deems satisfactory, free of any rights of Agent or any Person claiming through or under Agent (including, without limitation, any rights hereunder or under the Lease or the Project Contracts). In the event of any such sale, in addition to the Accrued Default Obligations, Owner shall be entitled to recover from Agent, as liquidated damages and not as a penalty, an amount equal to the Acquisition Cost, minus the proceeds of such sale received by Owner. Proceeds of sale received by Owner in excess of the Acquisition Cost shall be credited against the Accrued Default Obligations Agent is required to pay under this subsection 11.2. If such excess proceeds and/or such amounts exceed the Accrued Default Obligations plus the Unrecovered Liabilities and Judgments, and if Agent has indefeasibly paid all other amounts required to be paid under this subsection 11.2, such excess shall be paid by Owner to Agent; provided, however, that Agent shall be liable for any Unrecovered Liabilities and Judgments that arise after the payment of such excess proceeds to the extent such Unrecovered Liabilities and Judgments arise from or relate to acts or omissions occurring, or circumstances or conditions created or existing, at any time as of or prior to the expiration or termination of this Agreement. As an alternative to any such sale, or if Agent converts the Project after an Event of Default, or if the Project is lost or destroyed after an Event of Default has occurred, in addition to the Accrued Default Obligations, Owner may cause Agent to pay to Owner, and Agent shall pay to Owner, as liquidated damages and not as a penalty, an amount equal to the Acquisition Cost, and Owner shall have no further obligation to reimburse Agent for any Unreimbursed Project Costs. In the event Owner receives indefeasible payment of the Acquisition Cost, the Accrued Default Obligations and the Unrecovered Liabilities and Judgments, Owner shall transfer all of Owner's right, title and interest in and to the Project, including without limitation, the delivery of the documents contemplated in Section 14 below, to Agent. In the event of a sale pursuant to this subsection 11.2, upon indefeasible receipt by Owner of the amounts payable hereunder, Owner shall transfer all of Owner's right, title and interest in and to the Project to a purchaser other than Agent or to Agent, as the case may be. In the event Owner is not paid an amount equal to the Acquisition Cost plus the Accrued Default Obligations and Unrecovered Liabilities and Judgments, then, in addition to Owner's other rights in this subsection 11.2, Agent shall upon Owner's request (i) assign (or if not legally assignable, cooperate and assist to the extent necessary or required in the transfer or reissuance thereof) to Owner (or to an assignee designated by Owner or Assignee), at no cost, all right, title and interest of Agent in, to and under all Construction Documents, Governmental Actions and Intellectual Property Rights needed for the equipping, maintenance, operation or use of the Project and obtained and held by Agent at that time, (ii) assign to Owner (or to a foreclosure purchaser designated by Owner or Assignee), at no cost, all right, title and interest of Agent in, to and under the Project Contracts, and in the event any additional consent of any party to a Project Contract is required as a precondition thereunder to an assignment to any other third party assignee designated by Owner or Assignee, use its best efforts to obtain any such required consent to such proposed non-foreclosure assignment and assumption of the Project Contracts and (iii) assign to Owner, at no cost, all right, title and interest of Agent in, to and under all service agreements in existence at the time of such sale and transferable by Agent and easements available to Agent and transferable by Agent in connection with the equipping, maintenance, operation or use of the Project. Agent acknowledges that it would be difficult to ascertain the value to Owner of Agent's agreement to assign, transfer or have reissued to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to Owner such service agreements and easements or to adequately compensate Owner by an award of damages for Agent's failure to assign to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to Owner such service agreements and easements, and that therefore Owner would not have an adequate remedy at law for breach by Agent of its agreement hereunder to Owner. Accordingly, Agent acknowledges that Owner shall be entitled to obtain specific performance of Agent's obligation to assign to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to obtain such consents to such assignment and to assign to Owner the service agreements and easements. In the event Agent fails to obtain any consents required in clause (ii) of the third preceding sentence, at the request of Owner or such purchaser, as the case may be, Agent shall agree to (1) at the expense of such purchaser or Owner, as the case may be, continue to perform under and maintain in full force and effect the Project Contracts and pay all sums received under the Project Contracts to such third party or Owner, as the case may be, (2) at the expense of such third party or Owner, as the case may be, and subject to receipt of indemnification reasonably acceptable to Agent, take all actions requested by such third party or Owner, as the case may be, with respect to such Project Contracts (including all actions with respect to the enforcement of Agent's rights and remedies under such Project Contracts), and (3) not amend, modify, supplement, waive a provision of, grant any consent under or terminate any such Project Contract without the prior written consent of such third party or Owner, as the case may be. In addition to its other rights in this subsection 11.2, Owner may exercise its various rights under the Facility Support Agreement or transfer such rights to the purchaser in a sale and Agent acknowledges hereby its agreement to perform its obligations thereunder. No remedy referred to in this subsection 11.2 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Owner at law or in equity, and the exercise in whole or in part by Owner of any one or more of such remedies shall not preclude the simultaneous or later exercise by Owner of any or all such other remedies. No waiver by Owner of any Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default. With respect to the termination of this Agreement as a result of an Event of Default, Agent hereby waives service of any notice of intention to re-enter. To the extent permitted by applicable law, Agent hereby waives any and all rights to recover or regain possession of the Project or to reinstate this Agreement as permitted or provided by or under any statute, law or decision now or hereafter in force and effect.

After an Event of Default. Owner may sell its interest in the Project any Unit Premises, Unit Improvements, Unit FF&E, and Unit upon any terms that Owner deems satisfactory, free of any rights of Agent or any Person claiming through or under Agent (including, without limitation, any rights hereunder or under the Lease or the Project Contracts)Agent. In the event of any such sale, in addition to the Accrued Default Obligations, Owner shall be entitled to recover from Agent, as liquidated damages damages, and not as a penalty, an amount equal to the Unit Acquisition CostCost of any Unit Premises, Unit Improvements, Unit FF&E or Unit so sold, minus the proceeds of such sale received by Owner. Proceeds of sale received by Owner in excess of the Unit Acquisition Cost of such Unit Premises, Unit Improvements, Unit FF&E or Unit sold shall be credited against the Accrued Default Obligations Agent is required to pay under this subsection 11.2. If such excess proceeds and/or such amounts exceed the Accrued Default Obligations plus the Unrecovered Liabilities and JudgmentsObligations, and or, if Agent has indefeasibly paid all other amounts required to be paid under this subsection 11.2, such excess shall be paid by Owner to Agent; provided, however, that Agent shall be liable for any Unrecovered Liabilities and Judgments that arise after the payment of such excess proceeds to the extent such Unrecovered Liabilities and Judgments arise from or relate to acts or omissions occurring, or circumstances or conditions created or existing, at any time as of or prior to the expiration or termination of this Agreement. As an alternative to any such sale, or if Agent converts the Project any Unit Premises, Unit Improvements, Unit FF&E THIS AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARY or Unit after an Event of Default, or if the Project such Unit Premises, Unit Improvements, Unit FF&E or Unit is lost or destroyed after an Event of Default has occurreddestroyed, in addition to the Accrued Default Obligations, Owner may cause Agent to pay to Owner, and Agent shall pay to Owner, as liquidated damages and not as a penalty, an amount equal to the Unit Acquisition CostCost of such Unit Premises, and Owner shall have no further obligation to reimburse Agent for any Unreimbursed Project CostsUnit Improvements, Unit FF&E or Unit. In the event Owner receives indefeasible payment pursuant to the previous sentence of the Acquisition Cost, the Accrued Default Obligations and the Unrecovered Liabilities and Judgmentsthis paragraph, Owner shall transfer all of Owner's right, title and interest in and to the ProjectUnit Premises, including without limitationUnit Improvements, the delivery of the documents contemplated in Section 14 below, Unit FF&E and Unit to Agent. In the event of a sale pursuant to this subsection 11.2, upon indefeasible receipt by Owner of the amounts payable hereunder, Owner shall transfer all of Owner's right, title and interest in and to the Project Unit Premises, Unit Improvements, Unit FF&E and Unit to Agent or a purchaser other than Agent or to Agent, as the case may be. In the event Owner is not paid an amount equal to the Acquisition Cost plus the Accrued Default Obligations and Unrecovered Liabilities and Judgments, then, in addition to Owner's other rights in this subsection 11.2, Agent shall upon Owner's request (i) assign (or if not legally assignable, cooperate and assist to the extent necessary or required in the transfer or reissuance thereof) to Owner (or to an assignee designated by Owner or Assignee), at no cost, all right, title and interest of Agent in, to and under all Construction Documents, Governmental Actions and Intellectual Property Rights needed for the equipping, maintenance, operation or use of the Project and obtained and held by Agent at that time, (ii) assign to Owner (or to a foreclosure purchaser designated by Owner or Assignee), at no cost, all right, title and interest of Agent in, to and under the Project Contracts, and in the event any additional consent of any party to a Project Contract is required as a precondition thereunder to an assignment to any other third party assignee designated by Owner or Assignee, use its best efforts to obtain any such required consent to such proposed non-foreclosure assignment and assumption of the Project Contracts and (iii) assign to Owner, at no cost, all right, title and interest of Agent in, to and under all service agreements in existence at the time of such sale and transferable by Agent and easements available to Agent and transferable by Agent in connection with the equipping, maintenance, operation or use of the Project. Agent acknowledges that it would be difficult to ascertain the value to Owner of Agent's agreement to assign, transfer or have reissued to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to Owner such service agreements and easements or to adequately compensate Owner by an award of damages for Agent's failure to assign to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to Owner such service agreements and easements, and that therefore Owner would not have an adequate remedy at law for breach by Agent of its agreement hereunder to Owner. Accordingly, Agent acknowledges that Owner shall be entitled to obtain specific performance of Agent's obligation to assign to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to obtain such consents to such assignment and to assign to Owner the service agreements and easements. In the event Agent fails to obtain any consents required in clause (ii) of the third preceding sentence, at the request of Owner or such purchaser, as the case may be, Agent shall agree to (1) at the expense of such purchaser or Owner, as the case may be, continue to perform under and maintain in full force and effect the Project Contracts and pay all sums received under the Project Contracts to such third party or Owner, as the case may be, (2) at the expense of such third party or Owner, as the case may be, and subject to receipt of indemnification reasonably acceptable to Agent, take all actions requested by such third party or Owner, as the case may be, with respect to such Project Contracts (including all actions with respect to the enforcement of Agent's rights and remedies under such Project Contracts), and (3) not amend, modify, supplement, waive a provision of, grant any consent under or terminate any such Project Contract without the prior written consent of such third party or Owner, as the case may be. In addition to its other rights in this subsection 11.2, Owner may exercise its various rights under the Facility Support Agreement or transfer such rights to the purchaser in a sale and Agent acknowledges hereby its agreement to perform its obligations thereunder. No remedy referred to in this subsection 11.2 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Owner at law or in equity, and the exercise in whole or in part by Owner of any one or more of such remedies shall not preclude the simultaneous or later exercise by Owner of any or all such other remedies. No waiver by Owner of any Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default. With respect to the termination of this Agreement as to any Unit Premises, Unit Improvements, Unit FF&E, or Unit as a result of an Event of Default, Agent hereby waives service of any notice of intention to re-enter. To the extent permitted by applicable law, Agent hereby waives any and all rights to recover or regain possession of the Project any Unit Premises, Unit Improvements, Unit FF&E, or Unit or to reinstate this Agreement as permitted or provided by or under any statute, law or decision now or hereafter in force and effect.

After an Event of Default. Owner the Lessor may sell its interest in the Project any Property and Equipment in any commercially reasonable manner upon any terms that Owner the Lessor deems satisfactory, free of any rights of Agent the Lessee or any Person claiming through or under Agent (including, without limitation, any rights hereunder or under the Lease or the Project Contracts)Lessee. In the event of any such salesale or in the event the Lessor elects not to sell any Property or Equipment, in addition to the Accrued Default Obligations, Owner the Lessor shall be entitled to recover from Agentthe Lessee, as liquidated damages, and not as a penalty, an amount equal to eighty-five percent (85%) of the Acquisition Cost of any Property or Equipment under this Lease. Proceeds of any such sale received by the Lessor, or, in the event the Lessor elects not to sell, proceeds at any time thereafter received by the Lessor from any sale, occupation, operation, use or lease of any Property or Equipment (net of all reasonable costs and expenses incurred by the Lessor in connection with any sale, 56 58 THIS AMENDED AND RESTATED AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARY occupation, operation, use or lease of any Property or Equipment) in excess of fifteen percent (15%) of the Acquisition Cost of such Property or Equipment, shall be credited against the Accrued Default Obligations the Lessee is required to pay under this Section 19. If such excess proceeds exceed the Accrued Default Obligations, or, if the Lessee has paid all amounts required to be paid under this Section 19, such excess shall be paid by the Lessor to the Lessee. If the Lessee converts any such Property or Equipment after an Event of Default, or if such Property or Equipment is lost or destroyed, in addition to the Accrued Default Obligations, the Lessor may cause the Lessee to pay to the Lessor, and the Lessee shall pay to the Lessor, as liquidated damages and not as a penalty, an amount equal to the Acquisition Cost, minus the proceeds of such sale received by Owner. Proceeds of sale received by Owner in excess eighty-five percent (85%) of the Acquisition Cost shall be credited against the Accrued Default Obligations Agent is required to pay under this subsection 11.2. If such excess proceeds and/or such amounts exceed the Accrued Default Obligations plus the Unrecovered Liabilities and Judgments, and if Agent has indefeasibly paid all other amounts required to be paid under this subsection 11.2, such excess shall be paid by Owner to Agent; provided, however, that Agent shall be liable for any Unrecovered Liabilities and Judgments that arise after the payment of such excess proceeds to the extent such Unrecovered Liabilities and Judgments arise from Property or relate to acts or omissions occurring, or circumstances or conditions created or existing, at any time as of or prior to the expiration or termination of this Agreement. As an alternative to any such sale, or if Agent converts the Project after an Event of Default, or if the Project is lost or destroyed after an Event of Default has occurred, in addition to the Accrued Default Obligations, Owner may cause Agent to pay to Owner, and Agent shall pay to Owner, as liquidated damages and not as a penalty, an amount equal to the Acquisition Cost, and Owner shall have no further obligation to reimburse Agent for any Unreimbursed Project Costs. In the event Owner receives indefeasible payment of the Acquisition Cost, the Accrued Default Obligations and the Unrecovered Liabilities and Judgments, Owner shall transfer all of Owner's right, title and interest in and to the Project, including without limitation, the delivery of the documents contemplated in Section 14 below, to Agent. In the event of a sale pursuant to this subsection 11.2, upon indefeasible receipt by Owner of the amounts payable hereunder, Owner shall transfer all of Owner's right, title and interest in and to the Project to a purchaser other than Agent or to Agent, as the case may be. In the event Owner is not paid an amount equal to the Acquisition Cost plus the Accrued Default Obligations and Unrecovered Liabilities and Judgments, then, in addition to Owner's other rights in this subsection 11.2, Agent shall upon Owner's request (i) assign (or if not legally assignable, cooperate and assist to the extent necessary or required in the transfer or reissuance thereof) to Owner (or to an assignee designated by Owner or Assignee), at no cost, all right, title and interest of Agent in, to and under all Construction Documents, Governmental Actions and Intellectual Property Rights needed for the equipping, maintenance, operation or use of the Project and obtained and held by Agent at that time, (ii) assign to Owner (or to a foreclosure purchaser designated by Owner or Assignee), at no cost, all right, title and interest of Agent in, to and under the Project Contracts, and in the event any additional consent of any party to a Project Contract is required as a precondition thereunder to an assignment to any other third party assignee designated by Owner or Assignee, use its best efforts to obtain any such required consent to such proposed non-foreclosure assignment and assumption of the Project Contracts and (iii) assign to Owner, at no cost, all right, title and interest of Agent in, to and under all service agreements in existence at the time of such sale and transferable by Agent and easements available to Agent and transferable by Agent in connection with the equipping, maintenance, operation or use of the Project. Agent acknowledges that it would be difficult to ascertain the value to Owner of Agent's agreement to assign, transfer or have reissued to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to Owner such service agreements and easements or to adequately compensate Owner by an award of damages for Agent's failure to assign to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to Owner such service agreements and easements, and that therefore Owner would not have an adequate remedy at law for breach by Agent of its agreement hereunder to Owner. Accordingly, Agent acknowledges that Owner shall be entitled to obtain specific performance of Agent's obligation to assign to Owner such Construction Documents, Governmental Actions and Intellectual Property Rights, to obtain such consents to such assignment and to assign to Owner the service agreements and easements. In the event Agent fails to obtain any consents required in clause (ii) of the third preceding sentence, at the request of Owner or such purchaser, as the case may be, Agent shall agree to (1) at the expense of such purchaser or Owner, as the case may be, continue to perform under and maintain in full force and effect the Project Contracts and pay all sums received under the Project Contracts to such third party or Owner, as the case may be, (2) at the expense of such third party or Owner, as the case may be, and subject to receipt of indemnification reasonably acceptable to Agent, take all actions requested by such third party or Owner, as the case may be, with respect to such Project Contracts (including all actions with respect to the enforcement of Agent's rights and remedies under such Project Contracts), and (3) not amend, modify, supplement, waive a provision of, grant any consent under or terminate any such Project Contract without the prior written consent of such third party or Owner, as the case may be. In addition to its other rights in this subsection 11.2, Owner may exercise its various rights under the Facility Support Agreement or transfer such rights to the purchaser in a sale and Agent acknowledges hereby its agreement to perform its obligations thereunder. No remedy referred to in this subsection 11.2 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Owner at law or in equity, and the exercise in whole or in part by Owner of any one or more of such remedies shall not preclude the simultaneous or later exercise by Owner of any or all such other remedies. No waiver by Owner of any Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default. With respect to the termination of this Agreement as a result of an Event of Default, Agent hereby waives service of any notice of intention to re-enter. To the extent permitted by applicable law, Agent hereby waives any and all rights to recover or regain possession of the Project or to reinstate this Agreement as permitted or provided by or under any statute, law or decision now or hereafter in force and effectEquipment.

After an Event of Default. Owner the Lessor may sell its interest in the Project upon any terms that Owner the Lessor deems satisfactory, free of any rights of Agent the Lessee or any Person claiming through or under Agent the Lessee (including, without limitation, any rights hereunder or under the Lease or the Project ContractsAgreement for Lease). In the event of any such sale, in addition to the Accrued Default Obligations, Owner Lessor shall be entitled to recover from Agentthe Lessee, as liquidated damages and not as a penalty, and subject to the second succeeding sentence, an amount equal to the Adjusted Acquisition Cost, minus the proceeds of such sale received by Owner. Proceeds of sale received by Owner the Lessor in excess of the Adjusted Acquisition Cost shall be credited against the Accrued Default Obligations Agent amounts the Lessee is required to pay under this subsection 11.2Section 19 and any other provision hereof. If such excess proceeds and/or such amounts plus the Adjusted Acquisition Cost, exceed the Accrued Default Obligations plus sum of (i) the Adjusted Acquisition Cost and (ii) any Unrecovered Liabilities and Judgments, and if Agent the Lessee has indefeasibly paid the Adjusted Acquisition Cost, plus all Unrecovered Liabilities and Judgments and all other amounts required to be paid under this subsection 11.2Section 19 and any other provision hereof, such excess shall be paid by Owner the Lessor to Agentthe Lessee; provided, however, that Agent the Lessee shall be remain liable for any Unrecovered Liabilities and Judgments that arise after the payment of such excess proceeds to the extent such Unrecovered Liabilities and Judgments arise from or relate to acts or omissions occurring, or circumstances or conditions created or existing, existing at any time as of or prior to the expiration or termination of this AgreementLease. As an alternative to any such sale, or if Agent converts the Project after an Event of Default, or if Lessor may require the Project is lost or destroyed after an Event of Default has occurred, in addition to the Accrued Default Obligations, Owner may cause Agent Lessee to pay to Ownerthe Lessor, and Agent the Lessee shall pay to Ownerthe Lessor, as liquidated damages and not as a penalty, an amount equal to the Adjusted Acquisition Cost. If the Lessor subsequently sells its interest in the Project, the proceeds of any such sale shall be distributed as provided in the third and fourth sentences of this paragraph. If the Lessee converts the Project or any part thereof after an Event of Default, or if the Project suffers an Event of Loss or is otherwise lost or destroyed at the time of the Event of Default the Lessor may require the Lessee to pay to the Lessor, and Owner the Lessee shall have no further obligation pay to reimburse Agent for any Unreimbursed Project Coststhe Lessor, as liquidated damages and not as a penalty, an amount equal to the Adjusted Acquisition Cost. In the event Owner the Lessor receives indefeasible payment from the Lessee of the Adjusted Acquisition Cost, Cost of the Accrued Default Obligations Project and the all Unrecovered Liabilities and Judgments, Owner the Lessor shall transfer all of Ownerthe Lessor's right, title and interest in and to the Project, including without limitationthe Ground Lease, the delivery of Easements, the documents contemplated in Section 14 below, EPC Contract and any other Project Contract to Agentthe Lessee. In the event of a sale pursuant to this subsection 11.2Section 19, upon indefeasible receipt by Owner the Lessor of the amounts payable hereunder, Owner the Lessor shall transfer all of Ownerthe Lessor's right, title and interest in and to the Project to a purchaser other than Agent the Lessee or to Agentthe Lessee, as the case may be. In the event Owner the Lessor is not paid an amount equal to the Adjusted Acquisition Cost plus the Accrued Default Obligations and all Unrecovered Liabilities and Judgments, then, in addition to Ownerthe Lessor's other rights in this subsection 11.2Section 19, Agent the Lessee shall upon Ownerthe Lessor's request (i) assign (or if not legally assignable, cooperate and assist to the extent necessary or required in the transfer or reissuance thereof) to Owner the Lessor (or to an assignee designated by Owner the Lessor or Assignee), at no cost, all right, title and interest of Agent the Lessee in, to and under all Construction Documents, Governmental Actions and Intellectual Property Rights needed for the equipping, maintenance, operation or use of the Project and obtained and held by Agent the Lessee at that time, (ii) assign to Owner the Lessor (or to a foreclosure purchaser designated by Owner the Lessor or Assignee), at no cost, all right, title and interest of Agent the Lessee in, to and under the Project Contracts, and in the event any additional consent of any party to a Project Contract is required as a precondition thereunder to an assignment to any other third party assignee designated by Owner the Lessor or Assignee, use its best efforts to obtain any such required consent to such proposed non-foreclosure assignment and assumption of the Project Contracts Contracts; and (iii) assign to Ownerthe Lessor, at no cost, all right, title and interest of Agent the Lessee in, to and under all service agreements in existence at the time of such sale and transferable by Agent the Lessee and any easements available to Agent the Lessee and transferable by Agent the Lessee in connection with the equipping, maintenance, operation or use of the Project. Agent The Lessee acknowledges that it would be difficult to ascertain the value to Owner the Lessor of Agentthe Lessee's agreement to assign, transfer or have reissued to Owner the Lessor such Construction Documents, Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to Owner the Lessor such service agreements and easements or to adequately compensate Owner the Lessor by an award of damages for Agentthe Lessee's failure to assign to Owner the Lessor such Construction Documents, Governmental Actions and Intellectual Property Rights, to assign such Project Contracts (and, if necessary, to obtain such consents to such assignment) and to assign to Owner the Lessor such service agreements and easements, and that therefore Owner the Lessor would not have an adequate remedy at law for breach by Agent the Lessee of its agreement hereunder to Ownerthe Lessor. Accordingly, Agent the Lessee acknowledges that Owner the Lessor shall be entitled to obtain specific performance of Agentthe Lessee's obligation to assign to Owner the Lessor such Construction Documents, Governmental Actions and Intellectual Property Rights, to obtain such consents to such assignment and to assign to Owner the Lessor the service agreements and easements. In the event Agent the Lessee fails to obtain any consents required in clause (ii) of the third preceding sentence, at the request of Owner the Lessor or such purchaser, as the case may be, Agent the Lessee shall agree to (1A) at the expense of such purchaser or Ownerthe Lessor, as the case may be, continue to perform under and maintain in full force and effect the Project Contracts and pay all sums received under the Project Contracts to such third party or Ownerthe Lessor, as the case may be, (2B) at the expense of such third party or Ownerthe Lessor, as the case may be, and subject to the receipt of indemnification reasonably acceptable to Agentthe Lessee, take all actions requested by such third party or Ownerthe Lessor, as the case may be, with respect to such Project Contracts (including all actions with respect to the enforcement of Agentthe Lessee's rights and remedies under such Project Contracts), and (3C) not amend, modify, supplement, waive a provision of, grant any consent under or terminate any such Project Contract without the prior written consent of such third party or Ownerthe Lessor, as the case may be. In addition to its other rights in this subsection 11.2Section 19, Owner the Lessor may exercise its various rights under the Facility Support Agreement or transfer such rights to the purchaser in a sale and Agent the Lessee acknowledges hereby its agreement to perform its obligations thereunder. No remedy referred to in this subsection 11.2 Section 19 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Owner the Lessor at law or in equity, and the exercise in whole or in part by Owner the Lessor of any one or more of such remedies shall not preclude the simultaneous or later exercise by Owner the Lessor of any or all such other remedies. No waiver by Owner the Lessor of any Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default. With respect to the termination of this Agreement Lease as a result of an Event of Default, Agent the Lessee hereby waives service of any notice of intention to re-enter. To the extent permitted by applicable law, Agent The Lessee hereby waives any and all rights to recover or regain possession of the Project or to reinstate this Agreement Lease as permitted or provided by or under any statute, law or decision now or hereafter in force and effect.