Transaction Documents; Further Assurances. (A) Each Committed Lender and each Funding Agent authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender and each Funding Agent authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and each Funding Agent agrees that no Lender and no Funding Agent, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction Documents, it being understood and agreed that the authority to enforce rights and remedies hereunder 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 for the benefit of the Lenders, the Funding Agents and each Hedge Counterparty upon the terms of the Transaction Documents (including Section 6.2) provided that the foregoing shall not prohibit:
(i) 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 Transaction Documents;
(ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); or
(iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders.
(B) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Funding Agent may reasonably request, in connection with the obtaining any rating by any rating agency w...
Transaction Documents; Further Assurances. (A) Each Committed Lender, each Funding Agent and each Qualifying Hedge Counterparty authorizes the Agent to enter into each of the Transaction Documents to which it is a party and each Lender, each Funding Agent and each Qualifying Hedge Counterparty authorizes the Agent to take all action contemplated by such documents in its capacity as Agent. Each Lender, each Funding Agent and each Qualifying Hedge Counterparty agrees that no Lender, no Funding Agent and no Qualifying Hedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Lenders, the Funding Agents and each Qualifying Hedge Counterparty upon the terms of the Transaction Documents.
(B) Any Funding Agent may (in its sole discretion and expense), at any time, have its Advances rated by Xxxxx’x, S&P, DBRS, Inc., A.M. Best or Xxxxx Bond Rating Agency, Inc. Any such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement, nor shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreement. The Borrower, Sunnova Management, SEC, the Seller (Solar Loans) and the Seller (Solar Assets) shall provide reasonable assistance to obtain such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower or Sunnova Management under this Agreement.
Transaction Documents; Further Assurances. Each Committed Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender, each Funding Agent and each Hedge Counterparty agrees that no Lender, no Funding Agent and no Hedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lenders, the Funding Agents and each Hedge Counterparty upon the terms of the Transaction Documents.
Transaction Documents; Further Assurances. Each of the parties hereto does hereby covenant and agree to perform and be governed and restricted by the Transaction Documents to which it is a party and, subject to the terms and conditions thereof, to take or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable in connection therewith. The Lessee, the Trustee, Agent, and the Purchasers will, at the expense of the Lessee, execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectively the purposes of the Transaction Documents and the transactions contemplated thereby. The Lessee, Agent, the Trustee, and the Purchasers may at any time, subject to the conditions and restrictions contained in the Transaction Documents, enter into supplements which shall form a part hereof, when required or permitted by any of the provisions of the Transaction Documents.
Transaction Documents; Further Assurances. Each Lender and each Hedge Counterparty authorizes the Facility Agent to enter into each of the Transaction Documents to which it is a party and each Lender and each Hedge Counterparty authorizes the Facility Agent to take all action contemplated by such documents in its capacity as Facility Agent. Each Lender and each Hedge Counterparty agrees that no Lender and no Hedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document, it being understood and agreed that such rights and remedies may be exercised solely by the Facility Agent for the benefit of the Lenders and each Hedge Counterparty upon the terms of the Transaction Documents.
Transaction Documents; Further Assurances. (A) Each Committed Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender, each Funding Agent and each Hedge Counterparty agrees that no Lender, no Funding Agent and no Hedge Counterparty, respectively, shall have the right individually to seek to realize upon the
(B) Any Funding Agent may (in its sole discretion and at its sole expense), at any time, have their Revolving Advances rated by Xxxxx’x, S&P, DBRS, Inc., A.M. Best or Xxxxx Bond Rating Agency, Inc. Any such rating shall not be a condition precedent to the closing the credit facilities provided under this Agreement, or the making of any Revolving Advances as set forth herein. The Borrower, the Depositor and the Sponsor shall provide reasonable assistance to obtain such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to the exercise of any rights of the Borrower or Sponsor under this Agreement.
Transaction Documents; Further Assurances. (a) For purposes of this Agreement, "Transaction Documents" shall mean this Agreement, together with all schedules and exhibits hereto and thereto, and all agreements and documents required to be entered into or delivered pursuant hereto or thereto, including, without limitation the Lease, the Xxxx of Sale and General Assignment, and the Trademark/Trade Name Assignment.
Transaction Documents; Further Assurances. Each Lender authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent; provided that, with respect to the Credit Manager Agreement, each Lender hereunder shall execute and deliver a joinder or related agreement acknowledging acceptance of the terms thereof, on or prior to becoming a Lender hereunder. Each Lender agrees that no Lender shall have the right individually to seek to realize upon the security granted by any Transaction Document or seek to enforce or have standing to exercise any remedy against any Agency directly, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lenders upon the terms of the Transaction Documents.
Transaction Documents; Further Assurances. Each Lender authorizes the Facility Agent to enter into each of the Transaction Documents to which it is a party and each Lender authorizes the Facility Agent to take all action contemplated by such documents in its capacity as Facility Agent. Each Lender agrees that no Lender shall have the right individually to seek to realize upon the security granted by any Transaction Document, it being understood and agreed that such rights and remedies may be exercised solely by the Facility Agent for the benefit of the Lenders upon the terms of the Transaction Documents.
Transaction Documents; Further Assurances. Each Purchaser authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and to take all action contemplated by such documents. Each Purchaser agrees that no Purchaser shall have the right individually to seek to realize upon the security granted by any Transaction Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Purchasers upon the terms of the Transaction Documents.
