Common use of Rights Upon Event of Default Clause in Contracts

Rights Upon Event of Default. i. The Lender, as collateral assignee, shall be entitled to exercise, in the place and stead of Provider, any and all rights and remedies of Provider under this Agreement in accordance with the terms of this Agreement. Lender shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. The Lender shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender to cure any default of Provider under this Agreement or (unless the Lender has succeeded to Provider’s interests under this Agreement) to perform any act, duty or obligation of Provider under this Agreement, but Host hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights in the System, including any sale thereof by the Lender, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider to the Lender (or any Qualified Assignee) in lieu thereof, the Lender shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, (A) at the request of Lender made within ninety (90) days of such termination or rejection, Host shall enter into a new agreement with Lender or its Qualified Assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such termination.

Rights Upon Event of Default. i. Notwithstanding any contrary term of this Agreement: The LenderFinancing Party, as owner of the System, or as collateral assigneeassignee of this Agreement, shall be entitled to exercise, in the place and stead of ProviderEntity Name, any and all rights and remedies of Provider Entity Name under this Agreement in accordance with the terms of this Agreement. Lender The Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, or the owner of the Systemrespectively, generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. The Lender Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider Entity Name thereunder or cause to be cured any default of Provider thereunder Entity Name hereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender Financing Party to cure any default of Provider Entity Name under this Agreement or (unless the Lender Financing Party has succeeded to ProviderEntity Name’s interests under this Agreement) to perform any act, duty or obligation of Provider Entity Name under this Agreement, but Host the Town hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights in the Systemremedies, including any sale thereof of the System by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider Entity Name to the Lender Financing Party (or any Qualified Assigneeassignee of the Financing Party) in lieu thereof, the Lender Financing Party shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host the Town of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement. iv. ; Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider Entity Name under the United States Bankruptcy Code, (A) at the request of Lender Financing Party made within ninety (90) days of such termination or rejection, Host the Town shall enter into a new agreement with Lender Financing Party or its Qualified Assignee assignee having substantially the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. i. Notwithstanding any contrary term of the Agreement, upon the occurrence of an Event of Default as to System Owner: (a) The Lender, as collateral assignee, shall be entitled to exercise, in the place and stead of ProviderSystem Owner, any and all rights and remedies of Provider System Owner under this Agreement in accordance with the terms of this Agreement. Lender shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. (b) The Lender shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider System Owner thereunder or cause to be cured any default of Provider System Owner thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires Lender will not be required, but will have the Lender option, to cure any default of Provider System Owner under this Agreement or (unless the Lender has succeeded to Provider’s System Owner's interests under this Agreement, in which case Lender shall assume all System Owner rights and obligations hereunder) to perform any act, duty or obligation of Provider System Owner under this Agreement; provided, but however, upon the occurrence of an Event of Default as to System Owner, Host hereby gives it Customer shall have the option right to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, purchase the System pursuant to possession by a receiver or title by foreclosure, then for the Early Termination Payment in lieu of the Lender will (a) effecting a cure any Provider Defaults hereunder to of the extent that such defaults are capable subject System Owner Event of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this AgreementDefault. iii. (c) Upon the Lender's exercise of remedies under its pursuant to any security interests or enforcement rights interest in the System, including any sale thereof of the System to, and only to, Host Customer, by the Lender, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider System Owner to the Lender (or any Qualified AssigneeAssignee of the Lender) in lieu thereofof Lender's exercise of its remedies, the Lender shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) will give notice to Host Customer of the transferee or assignee of this Agreement. Any such exercise of remedies (or conveyance) shall not of itself constitute a default an Event of Default under this AgreementAgreement as to Lender. iv. Upon (d) In the event of any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, (A) at the request of the Lender made within ninety (90) days of such termination or rejection, Host shall Customer will enter into a new agreement with the Lender or its Qualified Assignee having substantially the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement, during the continuation of an event of default by Owner under its agreements with Financing Party, provided that the Financing Party has agreed in writing to recognize Subscriber’s rights under the Agreement and to not disturb any of Subscriber’s rights thereunder: i. The LenderFinancing Party, as collateral assignee, shall be entitled to exercise, in the place and stead of ProviderOwner, any and all rights and remedies of Provider Owner under this Agreement in accordance with the terms of this Agreement. Lender Agreement and the Financing Party shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified AssigneeAgreement. ii. The Lender Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider Owner thereunder or cause to be cured any default of Provider Owner thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender Financing Party to cure any default of Provider Owner under this Agreement or (unless the Lender Financing Party has succeeded to ProviderOwner’s interests under this Agreement) to perform any act, duty or obligation of Provider Owner under this Agreement, but Host Subscriber hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the The exercise of remedies under its security interests or enforcement rights interest in the SystemFacility, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider Owner to the Lender Financing Party (or any Qualified Assignee) in lieu thereof, the Lender shall (A) cause the purchaser or transferee assignee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host of the transferee or assignee of this Agreement. Any such exercise of remedies Financing Party), shall not constitute a default under this Agreement. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider Owner under the United States Bankruptcy CodeCode or any similar state law, (A) at the request of Lender the Financing Party made within ninety (90) days of such termination or rejection, Host Subscriber shall enter into a new agreement with Lender the Financing Party or its Qualified Assignee assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. i. The Lender(a) After the occurrence and during the continuation of an Event of Default under the Indenture, as collateral assignee, the Trustee or its assignee or designee (including any purchaser or transferee) shall be entitled to exerciseentitled, in the place and stead of Providerthe Issuer, to exercise any and all rights and remedies of Provider the Issuer under this Agreement the Assigned Agreements in accordance with the terms of this Agreementthe Assigned Agreements. Lender Without limiting the generality of the foregoing, the Trustee or its assignee or designee (including any purchaser or transferee) shall also be entitled have the full right and power to enforce directly against the Consenting Party all obligations of the Consenting Party under the Assigned Agreements and otherwise to exercise all rights and remedies of secured parties, or the owner of the System, generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assigneethereunder. ii. (b) The Lender Trustee shall have the right, but not the obligation, to pay all sums due under this any Assigned Agreement and to perform any other act, duty duty, or obligation required of Provider the Issuer thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender to cure any default of Provider the Issuer thereunder at any time. Nothing herein shall require the Trustee to cure any default of the Issuer under this an Assigned Agreement or (unless the Lender Trustee has succeeded to Provider’s the Issuer's interests under this such Assigned Agreement) to perform any act, duty duty, or obligation of Provider the Issuer under this an Assigned Agreement, but Host hereby gives it shall only give the Trustee the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon (c) In the event of a foreclosure or other exercise of remedies under its security interests the Security Documents or enforcement rights in the System, including any sale thereof thereunder by the LenderTrustee, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider the Issuer to the Lender (or any Qualified Assignee) Trustee in lieu thereof, the Lender Trustee may assign each Assigned Agreement to any entity. The Trustee shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give prompt notice to Host the Consenting Party of the transferee or assignee of this an Assigned Agreement. Any such exercise of remedies in accordance with this subsection (c) shall not constitute a default under this Agreementthe Assigned Agreements. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, (A) at the request of Lender made within ninety (90) days of such termination or rejection, Host shall enter into a new agreement with Lender or its Qualified Assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such termination.

Rights Upon Event of Default. i. The Lender(a) After the occurrence and during the continuation of an Event of Default under the Indenture, as collateral assignee, the Trustee shall be entitled to exerciseentitled, in the place and stead of Providerthe Issuer, to exercise any and all rights and remedies of Provider the Issuer under this the Assigned Agreement in accordance with the terms of this the Assigned Agreement. Lender Without limiting the generality of the foregoing, the Trustee shall also be entitled have the full right and power to enforce directly against the Consenting Party all obligations of the Consenting Party under the Assigned Agreement and otherwise to exercise all rights and remedies of secured parties, or the owner of the System, generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assigneethereunder. ii. (b) The Lender Trustee shall have the right, but not the obligation, to pay all sums due under this the Assigned Agreement and to perform any other act, duty or obligation required of Provider the Issuer thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender to cure any default of Provider under this Agreement or (unless the Lender Issuer thereunder at any time. Unless the Trustee has succeeded to Provider’s the Issuer's interests under this the Assigned Agreement) , nothing herein shall require the Trustee to cure any default of the Issuer under the Assigned Agreement or to perform any act, duty or obligation of Provider the Issuer under this the Assigned Agreement, but Host hereby gives it shall only give the Trustee the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon (c) In the event of a foreclosure or other exercise of remedies under its security interests the Security Documents or enforcement rights in the System, including any sale thereof thereunder by the LenderTrustee, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider the Issuer to the Lender (or any Qualified Assignee) Trustee in lieu thereof, the Lender Trustee shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host the Consenting Party of the transferee or assignee of this the Assigned Agreement. Any such exercise of remedies in accordance with this subsection (c) shall not constitute a default under this the Assigned Agreement. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, (A) at the request of Lender made within ninety (90) days of such termination or rejection, Host shall enter into a new agreement with Lender or its Qualified Assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such termination.

Rights Upon Event of Default. i. The LenderUpon the occurrence and during the continuance of an Event of Default under the Letter Agreement, as collateral assignee, the Pledgor shall be entitled to exercisein default hereunder and Secured Party shall have in any jurisdiction where enforcement is sought, in the place addition to all other rights and stead of Providerremedies that Secured Party may have under this Agreement and under applicable law or in equity, any and all rights and remedies of Provider a secured party under this Agreement the Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Pledgor: (a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to Secured Party and that all dividends and other payments thereon are to be made directly and exclusively to the Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if the Secured Party were the owner thereof; (b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Party’s names or in the name of the Pledgor, all steps, actions, suits or proceedings deemed by the Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable law, to take possession of and operate or control the terms of this Agreement. Lender shall also be entitled Pledged Collateral with or without judicial process; (d) to exercise all rights and remedies of secured partiesendorse, or in the owner name of the SystemPledgor, generally all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of the Secured Party or its nominee or nominees; and (f) in accordance with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. The Lender shall have the right, but not the obligationapplicable law, to pay all sums due under this Agreement foreclose the liens and to perform any other act, duty or obligation required of Provider thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender to cure any default of Provider security interests created under this Agreement or (unless under any other agreement relating to the Lender has succeeded Pledged Collateral by any available judicial procedure or without judicial process, and to Providersell, assign or otherwise dispose of the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s interests under this Agreement) to perform any actboard or securities exchange, duty in lots or obligation of Provider under this Agreementin bulk, but Host hereby gives it the option to do so; provided that if the Lenderfor cash, directly on credit or indirectly, takes possession ofon future delivery, or title tootherwise, the System pursuant to possession by a receiver with or title by foreclosurewithout representations or warranties, then the Lender will (a) cure any Provider Defaults hereunder and upon such terms as shall be acceptable to the extent that such defaults are capable Secured Party; all at the sole option of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights in the System, including any sale thereof by the Lender, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider to the Lender (or any Qualified Assignee) in lieu thereof, the Lender shall (A) cause the purchaser or transferee sole discretion of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this AgreementSecured Party. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, (A) at the request of Lender made within ninety (90) days of such termination or rejection, Host shall enter into a new agreement with Lender or its Qualified Assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such termination.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement, during the continuation of an event of default by ANCSG1 under its agreements with Financing Party, provided that the Financing Party has agreed in writing to recognize Subscriber’s rights under the Agreement and to not disturb any of Subscriber’s rights thereunder: i. The LenderFinancing Party, as collateral assignee, shall be entitled to exercise, in the place and stead of ProviderANCSG1, any and all rights and remedies of Provider ANCSG1 under this Agreement in accordance with the terms of this Agreement. Lender Agreement and the Financing Party shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified AssigneeAgreement. ii. The Lender Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider ANCSG1 thereunder or cause to be cured any default of Provider ANCSG1 thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender Financing Party to cure any default of Provider ANCSG1 under this Agreement or (unless the Lender Financing Party has succeeded to ProviderANCSG1’s interests under this Agreement) to perform any act, duty or obligation of Provider ANCSG1 under this Agreement, but Host Subscriber hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights interest in the SystemFacility, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider ANCSG1 to the Lender Financing Party (or any Qualified Assignee) in lieu thereof, the Lender shall (A) cause the purchaser or transferee assignee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host of the transferee or assignee of this AgreementFinancing Party). Any such exercise of remedies shall not constitute a default under this Agreement. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider ANCSG1 under the United States Bankruptcy Code, (A) at the request of Lender the Financing Party made within ninety (90) days of such termination or rejection, Host Subscriber shall enter into a new agreement with Lender the Financing Party or its Qualified Assignee assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. i. The Lender(a) After the occurrence and during the continuation of an Event of Default under the Indenture, as collateral assignee, the Trustee or its assignee or designee (including any purchaser or transferee) shall be entitled to exerciseentitled, in the place and stead of Providerthe Issuer, to exercise any and all rights and remedies of Provider the Issuer under this Agreement the Assigned Agreements in accordance with the terms of this Agreementthe Assigned Agreements. Lender Without limiting the generality of the foregoing, the Trustee or its assignee or designee (including any purchaser or transferee) shall also be entitled have the full right and power to enforce directly against the Consenting Party all obligations of the Consenting Party under the Assigned Agreements and otherwise to exercise all rights and remedies of secured parties, or the owner of the System, generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assigneethereunder. ii. (b) The Lender Trustee shall have the right, but not the obligation, to pay all sums due under this any Assigned Agreement and to perform any other act, duty or obligation required of Provider the Issuer thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender to cure any default of Provider the Issuer thereunder at any time. Nothing herein shall require the Trustee to cure any default of the Issuer under this an Assigned Agreement or (unless the Lender Trustee has succeeded to Provider’s the Issuer's interests under this such Assigned Agreement) to perform any act, duty or obligation of Provider the Issuer under this an Assigned Agreement, but Host hereby gives it shall only give the Trustee the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon (c) In the event of a foreclosure or other exercise of remedies under its security interests the Security Documents or enforcement rights in the System, including any sale thereof thereunder by the LenderTrustee, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider the Issuer to the Lender (or any Qualified Assignee) Trustee in lieu thereof, the Lender Trustee may assign an Assigned Agreement to any entity. The Trustee shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give prompt notice to Host the Consenting Party of the transferee or assignee of this an Assigned Agreement. Any such exercise of remedies in accordance with this subsection (c) shall not constitute a default under this Agreementthe Assigned Agreements. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, (A) at the request of Lender made within ninety (90) days of such termination or rejection, Host shall enter into a new agreement with Lender or its Qualified Assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such termination.

Rights Upon Event of Default. i. Notwithstanding any contrary term of this Agreement: The Lender, as collateral assigneeFinancing Party, shall be entitled to exercise, in the place and stead of ProviderForeFront Power, any and all rights and remedies of Provider ForeFront Power under this Agreement in accordance with the terms of this AgreementAgreement and only in the event of ForeFront Power’s or Purchaser’s default. Lender The Financing Party shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made System to the extent the Financing Party is a Qualified Assignee. iisecured creditor. The Lender Financing Party shall have the right, but not the obligation, obligation to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider ForeFront Power thereunder or cause to be cured any default of Provider ForeFront Power thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender Financing Party to cure any default of Provider ForeFront Power under this Agreement or (unless the Lender Financing Party has succeeded to ProviderForeFront Power’s interests under this Agreement) to perform any act, duty or obligation of Provider ForeFront Power under this Agreement, but Host Purchaser hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights interest in the System, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider ForeFront Power to the Lender Financing Party (or any Qualified Assigneeassignee of the Financing Party) in lieu thereof, the Lender Financing Party shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host Purchaser of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement. iv. Upon any default not reasonably susceptible to cure by a Finance Party, including, without limitation, rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider ForeFront Power under the United States Bankruptcy Code, (A) at the request of Lender the Financing Party made within ninety (90) days of such termination or rejectiondefault, Host Purchaser shall enter into a new agreement with Lender the Financing Party or its Qualified Assignee designee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement, during the continuation of an event of default by Owner under its agreements with Financing Party, provided that the Financing Party has agreed in writing to recognize Subscriber’s rights under the Agreement and to not disturb any of Subscriber’s rights thereunder: i. The LenderFinancing Party, as collateral assignee, shall be entitled to exercise, in the place and stead of ProviderOwner, any and all rights and remedies of Provider Owner under this Agreement in accordance with the terms of this Agreement. Lender Agreement and the Financing Party shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified AssigneeAgreement. ii. The Lender Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider Owner thereunder or cause to be cured any default of Provider Owner thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender Financing Party to cure any default of Provider Owner under this Agreement or (unless the Lender Financing Party has succeeded to ProviderOwner’s interests under this Agreement) to perform any act, duty or obligation of Provider Owner under this Agreement, but Host Subscriber hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights interest in the SystemFacility, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider Owner to the Lender Financing Party (or any Qualified Assignee) in lieu thereof, the Lender shall (A) cause the purchaser or transferee assignee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host of the transferee or assignee of this AgreementFinancing Party). Any such exercise of remedies shall not constitute a default under this Agreement. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider Owner under the United States Bankruptcy Code, (A) at the request of Lender the Financing Party made within ninety (90) days of such termination or rejection, Host Subscriber shall enter into a new agreement with Lender the Financing Party or its Qualified Assignee assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. i. The LenderUpon the occurrence and during ---------------------------- the continuance of an Event of Default under the Loan Agreement, as collateral assignee, Grantor shall be entitled to exercisein default hereunder and Secured Party shall have in any jurisdiction where enforcement is sought, in the place and stead of Provider, any and addition to all other rights and remedies of Provider under this Agreement in accordance with the terms of this Agreement. Lender shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. The Lender shall Secured Party may have the right, but not the obligation, to pay all sums due under this Agreement and under applicable Law or in equity, all of its rights and remedies as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to perform Grantor: (a) to notify any Issuer of any Pledged Securities and any and all other obligors on any Pledged Collateral that the same has been pledged to Administrative Agent for the benefit of Secured Party and that all Distributions and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other actagreement relating to or affecting the Pledged Collateral; and to give all consents, duty waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Secured Party were the owner thereof; (b) to enforce payment and prosecute any action or obligation required proceeding with respect to any and all of Provider thereunder the Pledged Collateral and take or cause to be cured any default of Provider thereunder bring, in Secured Party's name(s) or in the time name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable Law, to take possession of the Pledged Collateral with or without judicial process; (d) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and manner provided by other evidences of payment relating to the terms Pledged Collateral; (e) to transfer any or all of this Agreement. Nothing herein requires the Lender Pledged Collateral into the name of Secured Party or its nominee or nominees; and (f) in accordance with applicable Law, to cure any default of Provider foreclose the Liens and security interests created under this Agreement or (unless under any other agreement relating to the Lender has succeeded Pledged Collateral by any available judicial procedure or without judicial process, and to Provider’s interests under this Agreement) to perform sell, assign or otherwise dispose of the Pledged Collateral or any actpart thereof, duty either at public or obligation of Provider under this Agreementprivate sale or at any broker's board or securities exchange, but Host hereby gives it the option to do so; provided that if the Lenderin lots or in bulk, directly for cash, on credit or indirectly, takes possession ofon future delivery, or title tootherwise, the System pursuant to possession by a receiver with or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession without representations or titlewarranties, and (b) assume upon such terms as shall be acceptable to Secured Party; all at the sole option of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights in the System, including any sale thereof by the Lender, whether by judicial proceeding or under any power sole discretion of sale contained therein, or any conveyance from Provider to the Lender (or any Qualified Assignee) in lieu thereof, the Lender shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this AgreementSecured Party. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, (A) at the request of Lender made within ninety (90) days of such termination or rejection, Host shall enter into a new agreement with Lender or its Qualified Assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such termination.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: i. The LenderFinancing Party, as collateral assignee, shall be entitled to exercise, in the place and stead of Provider, any and all rights and remedies of Provider under this Agreement in accordance with the terms of this AgreementAgreement and only in the event of Provider’s or Host’s default. Lender The Financing Party shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. The Lender Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender Financing Party to cure any default of Provider under this Agreement or (unless the Lender Financing Party has succeeded to Provider’s interests under this Agreement) to perform any act, duty or obligation of Provider under this Agreement, but Host Purchaser hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights interest in the System, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider to the Lender Financing Party (or any Qualified Assigneeassignee of the Financing Party) in lieu thereof, the Lender Financing Party shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, (A) at the request of Lender the Financing Party made within ninety (90) days of such termination or rejection, Host shall enter into a new agreement with Lender the Financing Party or its Qualified Assignee assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: i. The LenderFinancing Party, as collateral assignee, shall be entitled to exercise, in the place and stead of ProviderOperator, any and all rights and remedies of Provider Operator under this Agreement in accordance with the terms of this Agreement. Lender Agreement and only in the event of Operator’s or Subscriber’s default the Financing Party shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. The Lender Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider Operator thereunder or cause to be cured any default of Provider Operator thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender Financing Party to cure any default of Provider Operator under this Agreement or (unless the Lender Financing Party has succeeded to ProviderOperator’s interests under this Agreement) to perform any act, duty or obligation of Provider Operator under this Agreement, but Host Subscriber hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights interest in the System, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider Operator to the Lender Financing Party (or any Qualified Assigneeassignee of the Financing Party) in lieu thereof, the Lender Financing Party shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host Subscriber of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider Operator under the United States Bankruptcy Code, (A) at the request of Lender the Financing Party made within ninety (90) days of such termination or rejection, Host Subscriber shall enter into a new agreement with Lender the Financing Party or its Qualified Assignee assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. i. The Lender(a) After the occurrence and during the continuation of an Event of Default under the Indenture, as collateral assignee, the Trustee shall or its assignee or designee (including any purchaser or transferee) be entitled to exerciseentitled, in the place and stead of Providerthe Issuer, to exercise any and all rights and remedies of Provider the Issuer under this Agreement the Assigned Agreements in accordance with the terms of this Agreementthe Assigned Agreements. Lender Without limiting the generality of the foregoing, the Trustee or its assignee or designee (including any purchaser or transferee) shall also be entitled have the full right and power to enforce directly against the Consenting Party all obligations of the Consenting Party under the Assigned Agreements and otherwise to exercise all rights and remedies of secured parties, or the owner of the System, generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assigneethereunder. ii. (b) The Lender Trustee shall have the right, but not the obligation, to pay all sums due under this any Assigned Agreement and to perform any other act, duty or obligation required of Provider the Issuer thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender to cure any default of Provider the Issuer thereunder at any time. Nothing herein shall require the Trustee to cure any default of the Issuer under this an Assigned Agreement or (unless the Lender Trustee has succeeded to Provider’s the Issuer's interests under this such Assigned Agreement) to perform any act, duty or obligation of Provider the Issuer under this an Assigned Agreement, but Host hereby gives it shall only give the Trustee the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon (c) In the event of a foreclosure or other exercise of remedies under its security interests the Security Documents or enforcement rights in the System, including any sale thereof thereunder by the LenderTrustee, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider the Issuer to the Lender (or any Qualified Assignee) Trustee in lieu thereof, the Lender Trustee may assign an Assigned Agreement to any entity. The Trustee shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give prompt notice to Host the Consenting Party of the transferee or assignee of this an Assigned Agreement. Any such exercise of remedies in accordance with this subsection (c) shall not constitute a default under this Agreementthe Assigned Agreements. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, (A) at the request of Lender made within ninety (90) days of such termination or rejection, Host shall enter into a new agreement with Lender or its Qualified Assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such termination.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: i. The LenderFinancing Party, as collateral assignee, shall be entitled to exercise, in the place and stead of Provider, any and all rights and remedies of Provider under this Agreement in accordance with the terms of this Agreement. Lender shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer , subject to Town of Bedford’s rights under this Agreement shall only be made to a Qualified AssigneeAgreement. ii. The Lender Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider Lodestar thereunder or cause to be cured any default of Provider Lodestar thereunder in the time and manner provided by the terms of this Agreement. Nothing Unless the Financing Party has succeeded to Lode- star’s interests under this Agreement, nothing herein requires the Lender Financing Party to cure any default of Provider Lodestar under this Agreement or (unless the Lender has succeeded to Provider’s interests under this Agreement) to perform any act, duty or obligation of Provider Lodestar under this Agreement, but Host Town of Bedford hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant so and does not waive its rights to possession by pursue any available remedy for failure to cure a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreementdefault. iii. Upon the exercise of remedies under its security interests or enforcement rights interest in the System, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider Lodestar to the Lender Financing Party (or any Qualified Assigneeassignee of the Financing Party) in lieu thereof, the Lender Financing Party shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host Town of Bedford of the transferee or assignee of this Agreement. Any such exercise of remedies shall not not, in and of itself, constitute a default of the assignment provisions under this Agreement. iv. Upon , provided that any rejection or other termination assignment of this Agreement pursuant in such circumstances is to any process undertaken with respect to Provider under a party that is acquiring the United States Bankruptcy Code, System (A) at or Lodestar’s leasehold interest in the request of Lender made within ninety (90) days of such termination or rejection, Host shall enter into a new agreement with Lender or its Qualified Assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationSystem).

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: i. The LenderFinancing Party, as collateral assignee, shall be entitled to exercise, in the place and stead of ProviderSeller, any and all rights and remedies of Provider Seller under this Agreement in accordance with the terms of this Agreement. Lender Agreement and only in the event of Seller’s or Buyer’s default, the Financing Party shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. The Lender Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider Seller thereunder or cause to be cured any default of Provider Seller thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender Financing Party to cure any default of Provider Seller under this Agreement or (unless the Lender Financing Party has succeeded to ProviderSeller’s interests under this Agreement) to perform any act, duty or obligation of Provider Seller under this Agreement, but Host Buyer hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights interest in the System, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding proceeding, or under any power of sale contained therein, or any conveyance from Provider Seller to the Lender Financing Party (or any Qualified Assigneeassignee of the Financing Party) in lieu thereof, the Lender Financing Party shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host Buyer of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider Seller under the United States Bankruptcy Code, (A) at the request of Lender the Financing Party made within ninety (90) days of such termination or rejection, Host Buyer shall enter into a new agreement with Lender the Financing Party or its Qualified Assignee assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. i. The LenderFinancing Parties, as collateral assigneeassignees, shall be entitled to exercise, in the place and stead of ProviderSeller, any and all rights and remedies of Provider Seller under this the Agreement in accordance with the terms hereof and only in the event of this AgreementSeller’s or Buyer’s default. Lender The Financing Parties shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this the Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. iiapplicable Generating Facilities. The Lender Financing Parties shall have the right, but not the obligation, to pay all sums due under this Agreement the Agreements and to perform any other act, duty or obligation required of Provider Seller thereunder or cause to be cured any default of Provider Seller thereunder in the time and manner provided by the terms of this the Agreement. Nothing herein requires the Lender Financing Parties to cure any default of Provider Seller under this Agreement the Agreements or (unless the Lender has Financing Parties have succeeded to ProviderSeller’s interests under this Agreementinterests) to perform any act, duty or obligation of Provider Seller under this Agreementthe Agreements, but Host Buyer hereby gives it the Financing Parties the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights in the SystemSecurity Interest, including any sale thereof by the Lenderany Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider Seller to the Lender Financing Parties (or any Qualified Assigneeassignee of the Financing Parties) in lieu thereof, the Lender Financing Parties shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host Buyer of the transferee transfer or assignee assignment of this Agreementthe Agreements. Any such exercise of remedies shall not constitute a default under this Agreement. ivhereunder. Upon any rejection or other termination of this Agreement the Agreements pursuant to any process undertaken with respect to Provider Seller under the United States Bankruptcy Code, (A) at the request of Lender any Financing Party made within ninety (90) days of such termination or rejection, Host Buyer shall enter into a new agreement with Lender the Financing Parties or its Qualified Assignee any assignee thereof having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreements.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: i. The LenderFinancing Party, as collateral assignee, shall be entitled to exercise, in the place and stead of Provider, any and all rights and remedies of Provider under this Agreement in accordance with the terms of this AgreementAgreement and only in the event of Provider’s or Host’s default. Lender the Financing Party shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. The Lender Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender Financing Party to cure any default of Provider under this Agreement or (unless the Lender Financing Party has succeeded to Provider’s interests under this Agreement) to perform any act, duty or obligation of Provider under this Agreement, but Host Purchaser hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights interest in the System, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider to the Lender Financing Party (or any Qualified Assigneeassignee of the Financing Party) in lieu thereof, the Lender Financing Party shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement. iv. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, (A) at the request of Lender the Financing Party made within ninety (90) days of such termination or rejection, Host shall enter into a new agreement with Lender the Financing Party or its Qualified Assignee assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. i. Notwithstanding any contrary term of this Agreement: 19.1.3.1 The Lender, as collateral assigneeFinancing Party, shall be entitled to exercise, in the place and stead of ProviderForeFront Power, any and all rights and remedies of Provider ForeFront Power under this Agreement in accordance with the terms of this AgreementAgreement and only in the event of ForeFront Power’s or Purchaser’s default. Lender The Financing Party shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. 19.1.3.2 The Lender Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider ForeFront Power thereunder or cause to be cured any default of Provider ForeFront Power thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender Financing Party to cure any default of Provider ForeFront Power under this Agreement or (unless the Lender Financing Party has succeeded to ProviderForeFront Power’s interests under this Agreement) to perform any act, duty or obligation of Provider ForeFront Power under this Agreement, but Host Purchaser hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant to possession by a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. 19.1.3.3 Upon the exercise of remedies under its security interests or enforcement rights interest in the System, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider ForeFront Power to the Lender Financing Party (or any Qualified Assigneeassignee of the Financing Party) in lieu thereof, the Lender Financing Party shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host Purchaser of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement. iv. 19.1.3.4 Upon any default not reasonably susceptible to cure by a Finance Party, including, without limitation, rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider ForeFront Power under the United States Bankruptcy Code, (A) at the request of Lender the Financing Party made within ninety (90) days of such termination or rejectiondefault, Host Purchaser shall enter into a new agreement with Lender the Financing Party or its Qualified Assignee designee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationAgreement.

Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement: i. The LenderFinancing Party, as collateral assignee, shall be entitled to exercise, in the place and stead of a Provider, any and all rights and remedies of a Provider under this Agreement in accordance with the terms of this Agreement. Lender Agreement and shall also be entitled to exercise all rights and remedies of secured parties, or the owner of the System, parties generally with respect to this Agreement and the System; provided that any Assignment or transfer System(s) subject to the Event of Default, subject to Off-Taker’s rights under this Agreement shall only be made to a Qualified AssigneeAgreement. ii. The Lender Financing Party shall have the right, but not the obligation, to pay all sums allocate the Allocated Value due under this Agreement (with respect to Systems that are subject to the same lien or security of that Financing Party) and to perform any other act, duty or obligation required of a Provider thereunder or cause to be cured any default of such Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires Unless the Lender to cure any default of Provider under this Agreement or (unless the Lender Financing Party has succeeded to a Provider’s interests under this Agreement) , nothing herein requires the Financing Party to cure any default of a Provider under this Agreement or to perform any act, duty or obligation of a Provider under this Agreement, but Host Off-Taker hereby gives it the option to do so; provided that if the Lender, directly or indirectly, takes possession of, or title to, the System pursuant so and does not waive Off- Taker’s rights to possession by pursue any available remedy for failure to cure a receiver or title by foreclosure, then the Lender will (a) cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreementdefault. iii. Upon the exercise of remedies under its security interests or enforcement rights interest in the Systemany Systems, including any sale thereof by the LenderFinancing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider to the Lender Financing Party (or any Qualified Assigneeassignee of the Financing Party) in lieu thereof, the Lender Financing Party shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and obligations under this Agreement and (B) give notice to Host Off-Taker of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default of the assignment provisions under this Agreement. iv. Upon , provided that any rejection or other termination assignment of this Agreement pursuant in such circumstances is to any process undertaken with respect to Provider under the United States Bankruptcy Code, a party that is acquiring such Systems (A) at the request of Lender made within ninety (90) days of or a Provider’s leasehold interest in such termination or rejection, Host shall enter into a new agreement with Lender or its Qualified Assignee having the same terms and conditions as this Agreement and (B) Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as this Agreement if Host so requests within ninety (90) days after such terminationSystems).