Common use of Preservation of Rights; Further Assurances Clause in Contracts

Preservation of Rights; Further Assurances. (a) Borrower shall preserve, protect and defend its rights (and the rights of each Project Company, as applicable) under each and every Project Document, including (where necessary or appropriate) prosecution of suits to enforce any material right of Borrower (or any Project Company, as applicable) thereunder and enforcement of any claims with respect thereto. (b) From time to time as reasonably requested by any Agent, Borrower shall (and Borrower shall cause each Project Company to) execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents (including any memorandum of lease or other agreement, financing statement, continuation statement, fixture filing, certificate of title or estoppel certificate) relating to the Loans and other Obligations of Borrower hereunder stating the interest and charges then due and any known defaults, and take such other steps as may be necessary or reasonably advisable to render fully valid and enforceable under all applicable laws the rights, Liens and priorities of the Secured Parties (or any Agent on their behalf) with respect to all Collateral and other security from time to time furnished under this Financing Agreement and the other Financing Documents or intended to be so furnished, in each case in such form, together with such legal opinions as may reasonably be requested by any Agent and at such times as shall be reasonably satisfactory to Security Agent, and pay all reasonable fees and expenses (including reasonable attorneys’ fees) incident to compliance with this Section 7.13(b). (c) If Borrower (or any Project Company) shall at any time acquire any real property or leasehold, easement or other interest in real property not covered by the Mortgage Documents, promptly upon such acquisition, Borrower shall (and Borrower shall cause each Project Company to) execute, deliver and record a supplement to the Mortgage Documents, reasonably satisfactory in form and substance to Security Agent, subjecting such real property or leasehold, easement or other interests to the Lien and security interest created by the Mortgage Documents.

Preservation of Rights; Further Assurances. (a) The Borrower shall preserve(i) perform and observe all of its covenants and obligations contained in each Major Project Contract to which it is a party, protect and defend (ii) enforce against each party to each Major Project Contract each material covenant or obligation in such Major Project Contract in accordance with its rights (and terms, except where the rights of each Project Companyfailure to perform, as applicable) under each and every Project Document, including (where necessary observe or appropriate) prosecution of suits take action or enforce could not reasonably be expected to enforce any material right of Borrower (or any Project Company, as applicable) thereunder and enforcement of any claims with respect theretoresult in a Material Adverse Effect. (b) From time to time as reasonably requested by any Agent, The Borrower shall (and Borrower shall cause each Project Company toi) do, execute, acknowledge, record, register, acknowledge and deliver and/or file all such noticesother acts, statementsagreements, instruments and other documents assurances as the Collateral Agent, the Administrative Agent or any Lender may reasonably require (including any memorandum the execution of lease additional security instruments or other agreement, financing statement, continuation statement, fixture filing, certificate of title or estoppel certificatedocuments to further perfect the Collateral Agent’s lien on the Collateral) relating to the Loans and other Obligations of Borrower hereunder stating the interest and charges then due and any known defaults, and (ii) take such other steps as may be reasonably necessary or that the Administrative Agent may reasonably advisable require to render fully valid and enforceable under all applicable laws the rights, Liens liens and priorities of the Secured Parties (or any Agent on their behalf) with respect to all Collateral and other security from time (including any cash collateral provided pursuant to time furnished under this Financing Agreement and the other Financing Documents Section 2.04(j)) or intended to be so furnished, in each case in such form, together with such legal opinions as may reasonably be requested by any Agent form and at such times as shall be reasonably satisfactory to Security the Administrative Agent, and pay all reasonable fees and expenses (including reasonable attorneys’ fees) incident to compliance with this Section 7.13(b)Section. (c) In connection with the entering into the definitive documentation relating to the development and construction of the Jointly Owned Segment (if any), the Borrower will make commercially reasonable efforts to obtain from Dominion a direct agreement (any such agreement, the “Dominion Direct Agreement”) among Dominion, the Borrower and the Collateral Agent which relates to the Collateral Agent’s right to foreclose on the equity interests in the Borrower and to cure defaults under the Dominion/TrAILCo Agreement and provides adequate arrangements to facilitate the uninterrupted operation of the Borrower following any such foreclosure. (d) If Borrower (or any Project Company) shall at any time acquire any real property or leaseholdthe Jointly Owned Segment will be constructed, easement or other interest in real property not covered by the Mortgage Documents, promptly upon such acquisition, Borrower shall (and Borrower shall take commercially reasonable efforts to cause each Project Company to) execute, deliver and record a supplement the definitive documentation relating to the Mortgage Documents, reasonably satisfactory in form development and substance construction of the Jointly Owned Segment to Security Agent, subjecting such real property or leasehold, easement or other interests include contractual provisions that provide that the Borrower is authorized to take over Dominion’s obligations with respect to the Lien design, engineering and security interest created by construction of the Mortgage DocumentsJointly Owned Segment if Dominion abandons, indefinitely defers or otherwise suspends for a material period the development and construction of the Jointly Owned Segment.