Common use of Remedies on Event of Default Clause in Contracts

Remedies on Event of Default. Whenever any Event of Default hereunder shall have occurred and be continuing, the Trustee shall have the right to, in conjunction with its available remedies under the Indenture, take one or any combination of the following remedial steps, by notice to the Borrower and the Collateral Agent: (a) Declare that all or any part of any amount outstanding under this Senior Loan Agreement is (1) immediately due and payable, and/or (2) payable on demand by the Trustee, and any such notice shall take effect in accordance with its terms but only if all amounts payable with respect to the Outstanding Series 2017 Bonds are being accelerated pursuant to Section 7.2(c) of the Indenture, or if all of the Outstanding Series 2017 Bonds are being defeased pursuant to Article 11 of the Indenture or otherwise paid in full; provided that, upon the occurrence of an Event of Default under Section 8.1(c), all principal of, and accrued interest on the Series 2017 Loan shall be immediately due and payable without any presentment, demand or notice from any Person; (b) Pursuant to the terms of any Security Document, direct the Collateral Agent or other applicable Secured Party to take or cause to be taken any and all actions necessary to implement any available remedies with respect to the Collateral under any of the Security Documents; (c) Have reasonable access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower during regular business hours of the Borrower and following prior reasonable notice; or (d) Take on behalf of the Owners whatever other action at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligations, agreement or covenant of the Borrower under this Senior Loan Agreement or the rights of the Owners. Any amounts collected pursuant to action taken under this Section and the Security Documents paid to the Trustee shall be applied in accordance with Section 7.3 of the Indenture. Any rights and remedies as are given to the Issuer under this Senior Loan Agreement will also extend to the Owners of the Series 2017 Bonds, and the Trustee, subject to the provisions of the Indenture, will be entitled to the benefit of all covenants and agreements contained in this Senior Loan Agreement, subject to the terms of the Security Documents. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute such amounts as provided in the Indenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution.

Remedies on Event of Default. Whenever any Event of Default hereunder shall have occurred and be continuing, the Trustee shall have Trustee, or the right toIssuer with the written consent of the Trustee, may, in conjunction with its available remedies under the Indenture, take one or any combination of the following remedial steps, by notice to the Borrower and the Collateral Agent: (a) Account Bank: Declare that all or any part of any amount outstanding under this Senior Issuer Loan Agreement is (1) immediately due and payable, and/or (2) payable on demand by the Trustee, and any such notice shall take effect in accordance with its terms but only if all amounts payable with respect to the Outstanding Series 2017 2020 Bonds are being accelerated pursuant to Section 7.2(c) of the Indentureaccelerated, or if all of the Outstanding Series 2017 2020 Bonds are being defeased pursuant to Article 11 under the terms of the Indenture or otherwise paid in full; provided that, upon the occurrence of an Event of Default under Section 8.1(c), all principal of, and accrued interest on the Series 2017 Loan shall be immediately due and payable without any presentment, demand or notice from any Person; (b) Pursuant to the terms of any Security Document, direct the Collateral Agent or other applicable Secured Party to take or cause to be taken any and all actions necessary to implement any available remedies with respect to the Collateral under any of the Security Documents; (c) Have reasonable access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower during regular business hours of the Borrower and following prior reasonable noticeBorrower; or (d) Take on behalf of the Owners whatever other action at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligationsobligation, agreement or covenant of the Borrower under this Senior Issuer Loan Agreement or Agreement; Pursuant to the rights terms of the OwnersLockbox Account Agreement, direct the Account Bank to take any and all actions necessary to implement any available remedies with respect to the Lockbox Account Collateral (as defined in the Lockbox Account Agreement) under the Lockbox Account Agreement; or Pursuant to the terms of the Security Documents, take or cause to be taken any and all actions necessary to implement any available remedies with respect to the Project Collateral under any of the Security Documents. Any amounts collected pursuant to action taken under this Section and the Security Documents paid to the Trustee shall be applied in accordance with Section 7.3 the provisions of the Indenture. Nothing herein prohibits the Issuer without the consent of the Trustee to pursue remedies specified in clause (c) if the Borrower fails to comply with Sections 4.01(b), 7.02 and 8.04 hereof. . Subject to Section 7.2 of the Indenture and the Lockbox Account Agreement, no remedy hereunder is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Issuer Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Potential Event of Default or Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be required by Law or in this Article. Any such rights and remedies as are given to the Issuer under this Senior Loan Agreement will hereunder shall also extend to the Owners of the Series 2017 2020 Bonds, and the Trustee, subject to the provisions of the Indenture, will shall be entitled to the benefit of all covenants and agreements contained in this Senior Loan Agreementherein contained, subject to the terms of the Security Documents. In case proceedings shall be pending for Documents and the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute such amounts as provided in the Indenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distributionLockbox Account Agreement.

Remedies on Event of Default. Whenever any (a) Upon the occurrence and during the continuation of an Event of Default hereunder shall have occurred and be continuingafter prior written notice to Depositary in accordance with the Control Agreements that an Event of Default has occurred, at the Trustee election of Agent, and without limiting the rights or remedies of Agent or any other Lender herein or under any of the other Collateral Documents, (i) Agent shall have the right to(but not the obligation) to direct Depositary in writing in accordance with the relevant Control Agreement to administer the Borrower Accounts and disburse funds therefrom (and, upon the exercise of such right, Depositary shall comply with any such written directions) in conjunction accordance with its available remedies this Agreement and the Collateral Documents without the need for consent of, or any other action by, Borrower or any other Person. (b) From and after receipt by Borrower of written notice from Agent that an Event of Default exists and is continuing, and until such time as Borrower receives written notice from Agent that such Event of Default no longer exists, notwithstanding anything herein to the contrary, neither Borrower nor any other Person (other than Agent) shall give notices and instructions required or permitted to be given under the IndentureControl Agreements and the applicable underlying account agreements, take one and Borrower shall not be permitted to withdraw, transfer, pay or otherwise disburse any combination amounts from the Borrower Accounts. (c) Upon the occurrence and during the continuation of an Event of Default, Agent may exercise in respect of the following remedial steps, by Borrower Accounts after written notice to the Borrower Borrower, all the rights and remedies of a secured party under the UCC at that time and consistent with the provisions of this Agreement, the Control Agreements and the Collateral Agent: (a) Declare that other Loan Documents, including the right to proceed to protect and enforce the rights vested in it by this Agreement, to sell, liquidate or otherwise dispose of any or all of the Borrower Accounts, and to cause the Borrower Accounts to be sold, liquidated or otherwise disposed of, in each case in such manner as Agent may elect. The proceeds of any financial assets credited to or held in any Borrower Account and all cash proceeds received by Agent in respect of any sale of, collection from or other realization upon all or any part of the Borrower Accounts may, in the discretion of Agent, then or at any amount outstanding under this Senior Loan Agreement is time thereafter, be applied (1after payment of any amounts duly payable to Depositary in respect of such Borrower Accounts) immediately due and payable, and/or (2) payable on demand in whole or in part by Agent against all or any part of the Trustee, and any such notice shall take effect Obligations in accordance with its terms but only if this Agreement. Any surplus of such amounts or proceeds remaining after payment in full in cash of all amounts payable with respect the Obligations (other than those which expressly survive termination of the Loan Documents) shall be paid over to Borrower or to a court of competent jurisdiction pursuant to a writ, order, judgment or decree issued by such court (in the case of surplus proceeds remaining in or derived from the Borrower Accounts). No right, power or remedy herein conferred upon or reserved to Agent or the other Lenders is intended to be exclusive of any other right, power or remedy and every such right, power and remedy shall, to the Outstanding Series 2017 Bonds are being accelerated pursuant extent permitted by law, be cumulative and in addition to Section 7.2(c) of the Indentureevery other right, power and remedy given hereunder or if all of the Outstanding Series 2017 Bonds are being defeased pursuant to Article 11 of the Indenture now or otherwise paid in full; provided that, upon the occurrence of an Event of Default under Section 8.1(c), all principal of, and accrued interest on the Series 2017 Loan shall be immediately due and payable without any presentment, demand or notice from any Person; (b) Pursuant to the terms of any Security Document, direct the Collateral Agent or other applicable Secured Party to take or cause to be taken any and all actions necessary to implement any available remedies with respect to the Collateral under any of the Security Documents; (c) Have reasonable access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower during regular business hours of the Borrower and following prior reasonable notice; or (d) Take on behalf of the Owners whatever other action hereafter existing at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become due, otherwise. The assertion or to enforce performance and observance employment of any obligations, agreement right or covenant of remedy hereunder or otherwise shall not prevent the Borrower under this Senior Loan Agreement concurrent assertion or the rights of the Owners. Any amounts collected pursuant to action taken under this Section and the Security Documents paid to the Trustee shall be applied in accordance with Section 7.3 of the Indenture. Any rights and remedies as are given to the Issuer under this Senior Loan Agreement will also extend to the Owners of the Series 2017 Bonds, and the Trustee, subject to the provisions of the Indenture, will be entitled to the benefit of all covenants and agreements contained in this Senior Loan Agreement, subject to the terms of the Security Documents. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case employment of any other similar appropriate right or remedy. Resort to any or all security now or hereafter held by Agent or the other Lenders may be taken concurrently or successively and in one or several consolidated or independent judicial proceedings relative to the Borroweractions or lawfully taken nonjudicial proceedings, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute such amounts as provided in the Indenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distributionboth.

Remedies on Event of Default. Whenever any Event of Default hereunder shall have occurred and be continuing, the Trustee Lessor shall have the right toright, in conjunction with at its available remedies under the Indenturesole option, to take one or any combination of the following remedial steps, by notice to the Borrower and the Collateral Agent: (a) Declare that all or any part By written notice to Xxxxxx received in such Fiscal Year, declare an amount equal to the Rental Payments due inscheduled for payment during the Fiscal Year of any amount outstanding under this Senior Loan Agreement is (1) Lessee in which the Event of Default occurred to be immediately due and payable, and/or (2) payable on demand by the Trustee, and any such notice shall take effect in accordance with its terms but only if all amounts payable with respect to the Outstanding Series 2017 Bonds are being accelerated pursuant to Section 7.2(c) of the Indenture, or if all of the Outstanding Series 2017 Bonds are being defeased pursuant to Article 11 of the Indenture or otherwise paid in full; provided that, upon the occurrence of an Event of Default under Section 8.1(c), all principal of, and accrued interest on the Series 2017 Loan shall be immediately due and payable without any presentment, demand or notice from any Person; (b) Pursuant With or without terminating the Lease, disable or retake possession of the Equipment and sell, lease or sublease itall or any item thereof, for portion of the account of Lessee,Equipment (a “Disposition”), holding Lessee liable for (i) all paymentsRental Payments due up to the terms effective date of such selling, leasing or subleasingDisposition, together with any Security Documentother amounts due and unpaid under the Lease as of the date of calculation; and (ii) the difference, direct if any, between the Collateral Agent purchase price, rental and other amounts paid by the lessee or other applicable Secured Party sublessee pursuant to take such sale, lease or cause to be taken any sublease and all actions necessary amounts payable by Lessee, including the Termination Value as of the date of such Disposition and the net proceeds of such Disposition; provided, however, that in no event shall Lessee be obligated under this Section 12.02(b) to implement any available remedies with respect pay more than an amount equal to the Collateral under any Rental Payments scheduled for payment during the Fiscal Year in which the Event of the Security DocumentsDefault occurred; (c) Have reasonable access Require the Equipment to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower during regular business hours of the Borrower and following prior reasonable noticebe delivered to Lessor pursuant to Section 7.02(b); or (d) Take on behalf of the Owners whatever other action at law or in equity as may appear necessary or desirable to collect the amounts payments then due and thereafter or to become dueenforce its security interest in the Equipment, or to enforce performance and observance of any obligationsobligation, agreement or covenant of the Borrower under this Senior Loan Agreement or the rights of the Owners. Any amounts collected pursuant to action taken under this Section and the Security Documents paid to the Trustee shall be applied in accordance with Section 7.3 of the Indenture. Any rights and remedies as are given to the Issuer under this Senior Loan Agreement will also extend to the Owners of the Series 2017 Bonds, and the Trustee, subject to the provisions of the Indenture, will be entitled to the benefit of all covenants and agreements contained in this Senior Loan Agreement, subject to the terms of the Security Documents. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower Lessee under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute such amounts as provided in the Indenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distributionLease.

Remedies on Event of Default. Whenever any Event of Default hereunder shall have occurred and be continuing, the Trustee shall have the right to, in conjunction with its available remedies under the Indenture, take one or any combination of the following remedial steps, by notice to the Borrower and the Collateral Agent: (a) Declare that all or any part of any amount outstanding under this Senior Loan Agreement is (1) immediately due and payable, and/or (2) payable on demand by the Trustee, and any such notice shall take effect in accordance with its terms but only if all amounts payable with respect to the Outstanding Series 2017 2020 Bonds are being accelerated pursuant to Section 7.2(c) of the Indenture, or if all of the Outstanding Series 2017 2020 Bonds are being defeased pursuant to Article 11 of the Indenture or otherwise paid in full; provided that, upon the occurrence of an Event of Default under Section 8.1(c), all principal of, and accrued interest on the Taxable Series 2017 2020B Loan shall be immediately due and payable without any presentment, demand or notice from any Person; (b) Pursuant to the terms of any Security Document, direct the Collateral Agent or other applicable Secured Party to take or cause to be taken any and all actions necessary to implement any available remedies with respect to the Collateral under any of the Security Documents; (c) Have reasonable access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Borrower during regular business hours of the Borrower and following prior reasonable notice; or (d) Take on behalf of the Owners whatever other action at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligations, agreement or covenant of the Borrower under this Senior Loan Agreement or the rights of the Owners. Any amounts collected pursuant to action taken under this Section and the Security Documents paid to the Trustee shall be applied in accordance with Section 7.3 of the Indenture. Any rights and remedies as are given to the Issuer under this Senior Loan Agreement will also extend to the Owners of the Series 2017 2020 Bonds, and the Trustee, subject to the provisions of the Indenture, will be entitled to the benefit of all covenants and agreements contained in this Senior Loan Agreement, subject to the terms of the Security Documents. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute such amounts as provided in the Indenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution.