Common use of Assigned Agreements Clause in Contracts

Assigned Agreements. (i) Upon the request of the Collateral Agent at any time after the occurrence and the continuance of an Event of Default and subject to the terms of the Intercreditor Agreement, the Project Grantors shall notify the parties to any Assigned 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 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 an act of the Secured Parties or as otherwise provided for in the Intercreditor Agreement) may (but shall not be obligated to), with prior written notice to the applicable Project Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if 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, and the reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented fees and expenses of external counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Project Grantor.

Assigned Agreements. (ia) Upon the request of the Collateral Agent Agent, at any time after the occurrence and during the continuance of an Event of Default and subject to the terms of the Intercreditor AgreementDefault, the Project Grantors each Grantor shall notify the parties to any Assigned 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 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 an act of the Secured Parties or as otherwise provided for in the Intercreditor Agreement) may (but shall not be obligated to), with prior written notice to the applicable Project such Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if such Project Grantor is in connection with an Event of Default under Section 10.01(f) or Section 10.01(g) 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, and the reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented fees and expenses of external outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Project Grantor, together with interest thereon at the rate 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 Agent, at any time after the occurrence and the continuance of an Event of Default and subject to the terms of the Intercreditor AgreementDefault, the Project Grantors each Grantor shall notify the parties to any Assigned 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 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 an act of the Secured Parties or as otherwise provided for in the Intercreditor Agreement) may (but shall not be obligated to), with prior written notice to the applicable Project such Grantor (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if such Project Grantor is in connection with an Event of Default under Section 11.01(f) or (g) 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, and the reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented fees and expenses of external outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Project Grantor, together with interest thereon at the rate 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 Default and subject to the terms of the Intercreditor AgreementDefault, the Project Grantors 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 any Project Grantor the Borrower 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 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, and subject to the terms of the Intercreditor Agreement, the Collateral Agent (acting at the direction of an act the Administrative Agent acting at the direction of the Required Secured Parties or as otherwise provided for in the Intercreditor AgreementParties) may (but shall not be obligated to), with prior written notice to the applicable Project Grantor Borrower (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if such Project Grantor 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 obligationsobligations (to the extent contemplated by the applicable Consent or consent referred to above, if any), and the reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented fees and expenses of external outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Project Grantorthe Borrower.

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 and subject to the terms of the Intercreditor AgreementDefault, the Project Grantors 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 any Project Grantor the Borrower 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 an act the Administrative Agent acting at the direction of the Required Secured Parties or as otherwise provided for in the Intercreditor AgreementParties) may (but shall not be obligated to), with prior written notice to the applicable Project Grantor Borrower (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if such Project Grantor 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 obligationsobligations (to the extent contemplated by the applicable Consent or consent referred to above, if any), and the reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented fees and expenses of external outside counsel) of the Collateral Agent incurred in connection therewith shall be payable by or on behalf of such Project Grantorthe Borrower.