Common use of Enforcement of Remedies Clause in Contracts

Enforcement of Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Enforcement of Remedies. Notwithstanding anything (a) Subject to Section 7.10 and the limitations set forth in this Section 7.3(a), if an Indenture Event of Default that constitutes an Event of Default shall have occurred and be continuing, then in every such case the Indenture Trustee, as assignee and mortgagee or secured party hereunder or otherwise, may, to the contrary contained herein extent permitted by Applicable Law, exercise any or in any other Loan Document, all of the authority to enforce rights and powers and pursue any or all of the remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively inLease (including Article 20 thereof) and, in connection therewith, corresponding remedies under this Article 7, and may take possession of all actions or part of the Indenture Estate and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively bymay exclude the Lessor and, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of the Lease, the Lessee and, to the extent permitted by Applicable Law, all Persons claiming under either of them wholly or partly therefrom; provided, however, that, notwithstanding any provision herein to the contrary, the Indenture Trustee shall not exercise any remedies against the Indenture Estate seeking to deprive the Lessor of its interests therein unless a declaration of acceleration has been made pursuant to Section 9.97.2 or the Notes shall otherwise have become due and payable as provided therein. It is further agreed and understood that the Indenture Trustee shall not foreclose the Lien of this Indenture or the other Security Documents or otherwise exercise remedies which would result in the exclusion of the Lessor from the Indenture Estate as a result of any Indenture Event of Default that is attributable to one or more events or circumstances that constitute an Event of Default unless the Indenture Trustee has first declared the Lease to be in default and has exercised its rights to terminate the Lease and is diligently pursuing one or more significant dispossessory remedies under the Lease and has made demand or is currently making a demand upon the Guarantor under the Guarantee to perform its obligations thereunder (and, if any such demand has been dishonored, is diligently pursuing enforcement), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and that, the Indenture Trustee shall not foreclose the Lessor's or Owner Participant's right to enforce its rights under the other Loan DocumentsGuarantee prior to the term specified therefor in paragraph (bb) following the Granting Clauses hereof. (b) Any provision of the Lease or this Indenture to the contrary notwithstanding, then if the Lessee shall fail to pay any Excepted Payment to any Person entitled thereto as and when due, such Person shall have the right at all times, to the exclusion of the Indenture Trustee, to demand, collect, xxx for, enforce performance of obligations relating to or otherwise obtain all amounts due in respect of such Excepted Payment; provided, however, that, such Person shall not be entitled to (i) collect such payment from or execute any judgment against or otherwise cause the Required Lenders shall have placing of a Lien upon any asset constituting a portion of the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and Indenture Estate, (ii) terminate the Lease or (iii) exercise any remedies pursuant to Article 20 of the Lease, except in addition to the matters set forth case of the Lessor, the remedy in clauses (b), (c) and (dSection 20.6(b) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required LendersLease.

Enforcement of Remedies. Notwithstanding anything Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall, subject to the contrary contained herein or in any other Loan Documentprovisions of this Agreement, the authority take such Enforcement Action with respect to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any such Event of them Default as shall be vested exclusively indirected by the Intercreditor Agent, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent acting in accordance with this Section 8.2 for the benefit terms of all the Lenders and Intercreditor Agreement (with a copy to the Issuing LenderEnterprises) (a “Direction Notice”); provided that that, in the foregoing absence of a Direction Notice, the Collateral Agent may (but shall not prohibit be obligated to) take such action (a) with written notice thereof to the Administrative Intercreditor Agent from exercising on its own behalf the rights and remedies that inure (which shall deliver such notice to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender Secured Parties that are parties hereto or the Swing Loan Lender representatives thereof and to the Enterprises) or refrain from exercising taking such action with respect to such Event of Default as it shall deem in the rights best interests of the Secured Parties and remedies that inure solely to its benefit (solely in its capacity as the Issuing Lender extent permitted hereunder or Swing Loan Lender, as the case may be) hereunder and under pursuant to the other Loan Security Documents. Upon receipt by the Collateral Agent of a Direction Notice, the Collateral Agent shall seek to enforce the Security Documents (cwith prior notice thereof to the Enterprises and, to the extent not in violation of Law or court order, the Borrower) any Lender from exercising setoff rights and to realize upon the Collateral in accordance with Section 8.2.3 (subject to such Direction Notice and otherwise in accordance with the terms hereof and of Section 9.9)the Security Documents; provided, however, that the Collateral Agent shall not be obligated to follow any Direction Notice if the Collateral Agent reasonably determines that such Direction Notice is in conflict with any provisions of any applicable law or (d) any Lender from filing proofs Security Document, and the Collateral Agent shall not, under any circumstances except in the event of claim gross negligence, fraud, bad faith or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative willful misconduct, be liable to any Loan Party under Secured Party, the Borrower or any Relief Proceeding; and provided, further, that if at any time there is no other Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersfor following a Direction Notice.

Enforcement of Remedies. Notwithstanding anything Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall, subject to the contrary contained herein or in any other Loan Documentprovisions of this Agreement, the authority take such Enforcement Action with respect to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any such Event of them Default as shall be vested exclusively indirected by the Intercreditor Agent, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent acting in accordance with this Section 8.2 for the benefit terms of all the Lenders and Intercreditor Agreement (with a copy to the Issuing LenderEnterprises) (a “Direction Notice”); provided that that, in the foregoing absence of a Direction Notice, the Collateral Agent may (but shall not prohibit be obligated to) take such action (a) with written notice thereof to the Administrative Intercreditor Agent from exercising on its own behalf the rights and remedies that inure (which shall deliver such notice to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender Secured Parties that are parties hereto or the Swing Loan Lender representatives thereof and to the Enterprises) or refrain from exercising taking such action with respect to such Event of Default as it shall deem in the rights best interests of the Secured Parties and remedies that inure solely to its benefit (solely in its capacity as the Issuing Lender extent permitted hereunder or Swing Loan Lender, as the case may be) hereunder and under pursuant to the other Loan Security Documents. Upon receipt by the Collateral Agent of a Direction Notice, the Collateral Agent shall seek to enforce the Security Documents (cwith prior notice thereof to the Enterprises and, to the extent not in violation of Law or court order, the Borrower) any Lender from exercising setoff rights and to realize upon the Collateral in accordance with Section 8.2.3 (subject to such Direction Notice and otherwise in accordance with the terms hereof and of Section 9.9)the Security Documents; provided, however, that the Collateral Agent shall not be obligated to follow any Direction Notice if the Collateral Agent reasonably determines that such Direction Notice is in conflict with any provisions of any applicable law or (d) any Lender from filing proofs Security Document, and the Collateral Agent shall not, under any circumstances except in the event of claim gross negligence, fraud, bad faith or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative willful misconduct, be liable to any Loan Party under Secured Party, the Borrower or any Relief Proceeding; and provided, further, that if at any time there is no other Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.for following a Direction Notice.‌

Enforcement of Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders and the Issuing LenderLenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (dc) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (dc) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Enforcement of Remedies. Notwithstanding anything Upon the happening and continuance of any Event of Default specified in Section 801 of this Trust Agreement, then and in every such case the Trustee may proceed and upon the written request of the Holders of not less than a majority in aggregate principal amount of Bonds then Outstanding shall proceed, subject to the contrary provisions of Section 902 of this Trust Agreement, to protect and enforce its rights and the rights of the Holders under the laws of the State or under this Trust Agreement by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties power herein granted or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit enforcement of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender any proper legal or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lenderequitable remedy, as the case may be) hereunder Trustee, being advised by counsel chosen by the Trustee, shall deem most effectual to protect and enforce such rights. In the enforcement of any remedy under this Trust Agreement, the Trustee shall be entitled to xxx for, enforce payment of and receive any and all amounts then or during any Event of Default becoming and remaining due from the District for principal, interest or otherwise under any of the provisions of this Trust Agreement or of the Bonds, together with interest on overdue payments of principal at the rate or rates of interest payable on any Bonds Outstanding and all costs and expenses of collection and of all proceedings hereunder, without prejudice to any other Loan Documentsright or remedy of the Trustee or of the Holders and to recover and enforce any judgment or decree against the District, but solely as provided herein, for any portion of such amounts remaining unpaid and interest, costs and expenses as above provided, and to collect (c) any Lender but solely from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9money available for such purposes), in any manner provided by law, the money adjudged or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative decreed to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersbe payable.

Enforcement of Remedies. Notwithstanding anything Upon the occurrence of any Event of Default, the Collateral Agent shall, subject to the contrary contained herein or in any other Loan Documentprovisions of this Agreement, the authority take such Enforcement Action with respect to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any such Event of them Default as shall be vested exclusively indirected by the Required Creditors, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent acting in accordance with the terms of this Section 8.2 for the benefit of all the Lenders Agreement and the Issuing Lenderother applicable Finance Documents (a "Direction Notice"), subject to the requirements of Section 5.09(c) with respect to application of proceeds of the Project Accounts; provided that that, in the foregoing absence of a Direction Notice, the Collateral Agent may (but shall not prohibit be obligated to) take such action (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure with written notice thereof to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender Secured Parties that are parties hereto or the Swing Loan Lender representatives thereof) or refrain from exercising taking such action with respect to such Event of Default as it shall deem in the rights best interests of the Secured Parties and remedies that inure solely to its benefit the extent permitted hereunder or pursuant to any other Security Documents. Upon receipt by the Collateral Agent of a Direction Notice, the Collateral Agent shall seek to enforce the Security Documents (solely with prior notice thereof to the Borrower, to the extent not in its capacity as violation of Law or court order) and to realize upon the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights Collateral in accordance with Section 8.2.3 (subject to such Direction Notice and otherwise in accordance with the terms hereof and of Section 9.9)any other Security Documents; provided, however, that the Collateral Agent shall not be obligated to follow any Direction Notice if the Collateral Agent reasonably determines that such Direction Notice is in conflict with any provisions of any applicable law or (d) any Lender from filing proofs Security Document, and the Collateral Agent shall not, under any circumstances except in the event of claim the Collateral Agent's gross negligence, fraud, bad faith or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative willful misconduct, be liable to any Loan Party under Secured Party, the Borrower or any Relief Proceeding; and provided, further, that if at any time there is no other Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersfor following a Direction Notice.