Common use of Assigned Agreements Clause in Contracts

Assigned Agreements. (i) Upon the request of the Collateral Agent (acting at the direction of the Administrative Agent) at any time after the occurrence and the continuance of an Event of Default, the Borrower shall notify the parties to any Assigned Agreement that is not subject to a Consent or a consent to collateral assignment entered into pursuant to Section 6.10 of the Credit Agreement that such Assigned Agreement has been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (ii) In the event of a default by the Borrower in the performance of any of its obligations under any Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under any such Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable another party of such Assigned Agreement to terminate or suspend its performance under such Assigned Agreement, the Collateral Agent (acting at the direction of the Administrative Agent acting at the direction of the Required Secured Parties) may (but shall not be obligated to), with prior written notice to the Borrower (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding or if the delivery of such notice is otherwise prohibited by applicable law), cause the performance of such obligations (to the extent contemplated by the applicable Consent or consent referred to above, if any), and the reasonable and documented fees, costs and expenses (including fees and expenses of outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of the Borrower.

Assigned Agreements. (ia) Upon the request of the Collateral Agent (acting at the direction of the Administrative Agent) , at any time after the occurrence and during the continuance of an Event of Default, the Borrower each Grantor shall notify the parties to any Assigned Agreement that is not subject to a Consent or a consent to collateral assignment entered into pursuant to Section 6.10 of the Credit Agreement that such Assigned Agreement has been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (iib) In the event of a default by the Borrower any Grantor in the performance of any of its obligations under any Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under any such Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable another party of such Assigned Agreement to terminate or suspend its performance under such Assigned Agreement, the Collateral Agent (acting at the direction of the Administrative Agent acting at the direction of the Required Secured Parties) may (but shall not be obligated to), with prior written notice to the Borrower such Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if in connection with an Event of Default under Section 10.01(f) or Section 10.01(g) of the Borrower is the subject of an Insolvency Proceeding Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), cause the performance of such obligations (to the extent contemplated by the applicable Consent or consent referred to above, if any)obligations, and the reasonable and documented fees, costs and expenses (including fees and expenses of outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Grantor, together with interest thereon at the BorrowerApplicable Rate, or during the continuance of an Event of Default, the Post-Default Rate from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, and shall constitute Secured Obligations hereunder.

Assigned Agreements. (ia) Upon the request of the Collateral Agent (acting at the direction of the Administrative Agent) , at any time after the occurrence and the continuance of an Event of Default, the Borrower each Grantor shall notify the parties to any Assigned Agreement that is not subject to a Consent or a consent to collateral assignment entered into pursuant to Section 6.10 of the Credit Agreement that such Assigned Agreement has been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (iib) In the event of a default by the Borrower any Grantor in the performance of any of its obligations under any Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under any such Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable another party of such Assigned Agreement to terminate or suspend its performance under such Assigned Agreement, the Collateral Agent (acting at the direction of the Administrative Agent acting at the direction of the Required Secured Parties) may (but shall not be obligated to), with prior written notice to the Borrower such Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if in connection with an Event of Default under Section 11.01(f) or (g) of the Borrower is the subject of an Insolvency Proceeding Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), cause the performance of such obligations (to the extent contemplated by the applicable Consent or consent referred to above, if any)obligations, and the reasonable and documented fees, costs and expenses (including documented fees and expenses of outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Grantor, together with interest thereon at the Borrowerrate applicable to ABR Loans, or during the continuance of an Event of Default, the Post-Default Rate from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, and shall constitute Secured Obligations hereunder.

Assigned Agreements. (i) Upon the request of the Collateral Agent (acting at the direction of the Administrative Agent) at any time after the occurrence and the continuance of an Event of DefaultDefault and subject to the terms of the Intercreditor Agreement, the Borrower Project Grantors shall notify the parties to any Assigned Agreement that is not subject to a Consent or a consent to collateral assignment entered into pursuant to Section 6.10 of the Credit Agreement that such Assigned Agreement has been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (ii) In the event of a default by the Borrower any Project Grantor in the performance of any of its obligations under any Assigned Agreement that is a Material Contract (as defined in the Credit Agreement), or upon the occurrence or non-occurrence of any event or condition under any such Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable another party of such Assigned Agreement to terminate or suspend its performance under such Assigned Agreement, and subject to the terms of the Intercreditor Agreement, the Collateral Agent (acting at the direction of the Administrative Agent acting at the direction an act of the Required Secured PartiesParties or as otherwise provided for in the Intercreditor Agreement) may (but shall not be obligated to), with prior written notice to the Borrower applicable Project Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower such Project Grantor is the subject of an Insolvency Proceeding or if the delivery of such notice is otherwise prohibited by applicable law), cause the performance of such obligations (to the extent contemplated by the applicable Consent or consent referred to above, if any)obligations, and the reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented fees and expenses of outside external counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of the Borrowersuch Project Grantor.

Assigned Agreements. (ia) Upon the request of the Collateral Agent (acting at the direction of the Administrative Agent) , at any time after the occurrence and during the continuance of an Event of Default, the Borrower each Grantor shall notify the parties to any Assigned Agreement that is not subject to a Consent or a consent to collateral assignment entered into pursuant to Section 6.10 of the Credit Agreement that such Assigned Agreement has been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (iib) In the event of a default by the Borrower any Grantor in the performance of any of its obligations under any Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under any such Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable another party of such Assigned Agreement to terminate or suspend its performance under such Assigned Agreement, the Collateral Agent (acting at the direction of the Administrative Agent acting at the direction of the Required Secured Parties) may (but shall not be obligated to), with prior written notice to the Borrower such Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if in connection with an Event of Default under Section 10.01(f) or Section 10.01(g) of the Borrower is the subject of an Insolvency Proceeding Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), cause the performance of such obligations (to the extent contemplated by the applicable Consent or consent referred to above, if any)obligations, and the reasonable and documented fees, costs and expenses (including fees and expenses of outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Grantor, together with interest thereon at the Borrowerrate applicable to ABR Loans, or during the continuance of an Event of Default, the Post-Default Rate from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, and shall constitute Secured Obligations hereunder.

Assigned Agreements. (i) Upon the request of the Collateral Agent (acting at the direction of the Administrative AgentRequired Lenders) at any time after the occurrence and the continuance continuation of an Event of Default, the Borrower Company shall notify the parties to any Assigned Agreement that is not subject to a Lender Consent or a consent to collateral assignment entered into pursuant to Section 6.10 of the Credit Agreement that such Assigned Agreement has been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (ii) In the event of a default by the Borrower Company in the performance of any of its obligations under any Assigned Agreement, or upon the occurrence or non-non- occurrence of any event or condition under any such Assigned Agreement which that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable another party of such Assigned Agreement to terminate or suspend its performance under such Assigned Agreement, the Collateral Agent (acting at the direction of the Administrative Agent acting at the direction of the Required Secured PartiesLenders) may (but shall not be obligated to), with prior written notice to the Borrower Company (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower Company is the subject of an Insolvency Proceeding insolvency or liquidation proceeding or if the delivery of such notice is otherwise prohibited by applicable lawApplicable Law), cure any such default, cause the performance of such obligations (to the extent contemplated by the applicable Consent or consent referred to above, if any)otherwise remedy such event or condition, and the reasonable and documented fees, costs and expenses (including fees and expenses of outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of the BorrowerCompany.

Assigned Agreements. (ia) Upon the request of the Collateral Agent (acting at the direction of the Administrative Agent) , at any time after the occurrence and the continuance of an Event of Default, the Borrower each Grantor shall notify the parties to any Assigned Agreement that is not subject to a Consent or a consent to collateral assignment entered into pursuant to Section 6.10 of the Credit Agreement that such Assigned Agreement has been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (iib) In the event of a default by the Borrower any Grantor in the performance of any of its obligations under any Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under any such Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable another party of such Assigned Agreement to terminate or suspend its performance under such Assigned Agreement, the Collateral Agent (acting at the direction of the Administrative Agent acting at the direction of the Required Secured Parties) may (but shall not be obligated to), with prior written notice to the Borrower such Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if in connection with an Event of Default under Section 11.01(g) or (a) of the Borrower is the subject of an Insolvency Proceeding Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), cause the performance of such obligations (to the extent contemplated by the applicable Consent or consent referred to above, if any)obligations, and the reasonable and documented fees, costs and expenses (including documented fees and expenses of outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Grantor, together with interest thereon at the Borrowerrate applicable to ABR Loans, or during the continuance of an Event of Default, the Post-Default Rate from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, and shall constitute Secured Obligations hereunder.

Assigned Agreements. (ia) Upon the request of the Collateral Agent (acting at the direction of the Administrative Agent) , at any time after the occurrence and the continuance of an Event of DefaultDefault pursuant to Section 11.01(a) of the Credit Agreement, the Borrower each Grantor shall notify the parties to any Assigned Agreement that is not subject to a Consent or a consent to collateral assignment entered into pursuant to Section 6.10 of the Credit Agreement that such Assigned Agreement has been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (iib) In At any time after the event occurrence and the continuance of a default an Event of Default by the Borrower any Grantor in the performance of any of its material obligations under any Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under any such Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable another party of such Assigned Agreement to terminate or suspend its performance under such Assigned Agreement, the Collateral Agent (acting at the direction of the Administrative Agent acting at the direction of the Required Secured Parties) may (but shall not be obligated to), with prior written notice to the Borrower such Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if in connection with an Event of Default under Section 11.01 (a), (c) (to the Borrower is extent such default occurred as a breach of Article X), (g) or (h) of the subject of an Insolvency Proceeding Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), cause the performance of such obligations (to the extent contemplated by the applicable Consent or consent referred to above, if any)obligations, and the reasonable and documented fees, costs and expenses (including documented fees and expenses of outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Grantor, together with interest thereon at the Borrowerrate applicable to ABR Loans, or the Post-Default Rate from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, and shall constitute Secured Obligations hereunder.

Assigned Agreements. (i) Upon the request of the Collateral Agent (acting at the direction of the Administrative Agent) at any time after the occurrence and the continuance of an Event of Default, the Borrower shall notify the parties to any Assigned Agreement that is not subject to a Consent or a consent to collateral assignment entered into pursuant to Section 6.10 of the Credit Agreement that such Assigned Agreement has been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (ii) In the event of a default by the Borrower in the performance of any of its obligations under any Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under any such Assigned Agreement which that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable another party of such Assigned Agreement to terminate or suspend its performance under such Assigned Agreement, the Collateral Agent (acting at the direction of the Administrative Agent acting at the direction of the Required Secured Parties) may (but shall not be obligated to), with prior written notice to the Borrower (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding or if the delivery of such notice is otherwise prohibited by applicable law), cause the performance of such obligations (to the extent contemplated by the applicable Consent or consent referred to above, if any), and the reasonable and documented fees, costs and expenses (including fees and expenses of outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of the Borrower.