Collateral Assignment. Notwithstanding the provisions set forth in this Financial Agreement, it is also expressly understood and agreed that the Redeveloper has the right to encumber and/or assign its fee title to the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreement, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement. (a) The Township acknowledges that the Redeveloper and/or its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under this Agreement and/or its interest in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement. (b) If the Redeveloper shall Default in any of its obligations hereunder, the Township shall give written notice of such Default to the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five (45) days from the date of such notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder). (c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement. (d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to this Agreement to protect the interests of any Secured Party.
Appears in 1 contract
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇▇ to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). Each Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and the applicable Lender, such agreement not to be unreasonably withheld. Buyer will not be subject to obligations under more than one Collateral Assignment Agreement at any time. Each Collateral Assignment Agreement must include, among others, the following provisions unless otherwise agreed to by Buyer, Seller and the applicable Lender. Buyer shall give notice of an Event of Default by Seller to the Property and/or Improvements and/or assign for security purposes Person(s) to be specified by Lender in the Collateral Assignment Agreement before exercising its interest right to terminate this Agreement as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in this Financial Agreementthe Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default; ▇▇▇▇▇▇ will have the right to cure an Event of Default on behalf of Seller if ▇▇▇▇▇▇ sends a written notice to Buyer before the later of (i) the expiration of any cure period, and any (ii) five (5) Business Days after ▇▇▇▇▇▇’s receipt of notice of such encumbrance and/or assignment shall not be deemed Event of Default from Buyer, indicating ▇▇▇▇▇▇’s intention to be a cure. Lender must remedy or cure such Event of Default under this Financial Agreement.
(a) The Township acknowledges that within the Redeveloper and/or its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights cure period under this Agreement and/or its interest and any additional cure periods agreed in the Project Collateral Assignment Agreement up to one or more secured parties or any agents therefore a maximum of ninety (each, a “Secured Party” and collectively, the “Secured Parties”90) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing days (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.
(b) If the Redeveloper shall Default in any of its obligations hereunder, the Township shall give written notice of such Default to the Secured Parties and the Township agrees thator, in the event such Default is not waived of a bankruptcy of Seller or any foreclosure or similar proceeding if required by the Township or cured by the RedeveloperLender to cure any Event of Default, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a an additional reasonable period of time to complete such proceedings and effect such cure such Default, but in any event not less than forty-five to exceed one hundred eighty (45180) days without the written consent of Buyer, which consent shall not be unreasonably withheld), provided that if Lender is prohibited by any court order or bankruptcy or insolvency proceedings from curing the Event of Default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition; Following an Event of Default by Seller under this Agreement, Buyer may require Seller (or Lender, if Lender has provided the notice set forth in subsection (b) above) to provide to Buyer a report concerning: The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; Impediments to the cure plan or its development; If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; ▇▇▇▇▇▇ will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; Lender will receive prior notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned; If this Agreement is transferred to Lender pursuant to subsection (b) above, Lender must assume all of Seller’s obligations arising under this Agreement on and after the date of such notice assumption; provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to the Secured Parties with regard to a failure be cured) any Event of Default existing as of the Redeveloper transfer date in order to pay avoid the Annual Service Charge or Land Taxes exercise by Buyer (during any period in which Land Taxes are not exempt hereunder).
(cits sole discretion) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the TownshipBuyer’s right to payment from the Redeveloperterminate this Agreement with respect to such Event of Default, nor shall the priority of such payments be affected by the Secured Party exercising then Lender at its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained hereinoption, and in addition its sole discretion, may elect to all either: Cause such Event of Default to be cured (other rights than any Events of Default which relate to Seller’s bankruptcy or similar insolvency proceedings, to representations and remedies of Secured Parties set forth in warranties made by Seller or to Seller’s failure to perform obligations under other agreements, or which are otherwise personal to Seller), or Not assume this Agreement. If Lender elects to transfer this Agreement, then Lender must cause the provisions transferee to assume all of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to Seller’s obligations arising under this Agreement arising after the date of such assumption as a condition of the sale or transfer. Such sale or transfer may be made only to protect an entity that meets the interests definition of Permitted Transferee; Subject to ▇▇▇▇▇▇’s cure of any Secured PartyEvents of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender or its designee shall have the right to elect within ninety (90) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, and, promptly after ▇▇▇▇▇▇’s written request, ▇▇▇▇▇ must enter into such replacement agreement with Lender or Lender’s designee, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself or must cause its designee to promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), if such designee is not an entity that meets the definition of Permitted Transferee then such designee shall be subject to the prior written approval of Buyer, such approval not to be unreasonably withheld.
Appears in 1 contract
Sources: Energy Storage Service Agreement
Collateral Assignment. Notwithstanding the provisions set forth in this Financial Agreement, it It is also expressly understood and agreed that the Redeveloper Entity has the right right, to the extent permitted by the Exemption Law, to encumber and/or assign its the fee title to the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreement, of (i) financing the implementation of the Project and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement(ii) permanent mortgage financing.
(a) The Township acknowledges that the Redeveloper Entity and/or its affiliates may intend to obtain secured financing in connection with the acquisition, development and construction implementation of the Project. The Township agrees that the Redeveloper Entity and or its affiliates may may, subject to compliance with the Exemption Law, assign, pledge, hypothecate or otherwise transfer its rights under this Agreement and/or its interest in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the RedeveloperEntity, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper Entity shall give the Township written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.
(b) If the Redeveloper Entity shall Default in any of its obligations hereunder, the Township shall give written notice of such Default to the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the RedeveloperEntity, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper Entity hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five fifteen (4515) days from the date of such written notice to the Secured Parties with regard to a failure of Payment Default by the Redeveloper Entity, and ninety (90) days from the date the Entity was required to pay the Annual Service Charge or Land Taxes (during cure any period in which Land Taxes are not exempt hereunder)other Default.
(c) In To the extent permitted by the Exemption Law, in the absence of a Default by the RedeveloperEntity, the Township agrees to consent to any collateral assignment by the Redeveloper Entity to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the RedeveloperEntity, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to this Agreement to protect the interests of any Secured Party.
Appears in 1 contract
Collateral Assignment. Notwithstanding Section 10.11(a) above, upon the provisions giving of written notice to the other party, either party may assign this Agreement to a Collateral Assignee pursuant to a form of collateral assignment reasonably acceptable to the non-assigning party; provided that the party requesting the collateral assignment shall pay the reasonable costs and expenses of the non-assigning party relating to the review and negotiation of a mutually acceptable form of collateral assignment. Any collateral assignment hereunder shall acknowledge the right, but not the obligation, of the Collateral Assignee or its permitted assignee under the collateral assignment to take all actions and exercise all rights of the assigning party in accordance with this Agreement, to have itself or its permitted assignee substituted for the assigning party under this Agreement, or to sell, assign, transfer or otherwise dispose of this Agreement to a permitted assignee; provided that, at a minimum, any subsequent sale, assignment, or transfer of this Agreement to any third party other than Collateral Assignee shall be subject to the same limitations and restrictions on transfer and assignment as set forth in this Financial Agreement, it is also expressly understood and agreed that the Redeveloper has the right to encumber and/or assign its fee title to the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreement, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement.
paragraph (a) The Township acknowledges above, and provided that the Redeveloper and/or its affiliates may obtain secured financing in connection with the acquisitionno such sale, development and construction of the Project. The Township agrees that the Redeveloper and transfer or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under this Agreement and/or its interest in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for assignment shall be made unless all obligations of the Redeveloperassigning party hereunder are current or are brought current at the time of such sale, and/or its affiliatestransfer or assignment. Notwithstanding anything in this Agreement to the contrary, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper neither party shall give the Township written notice of any such Security Arrangements, together with the name and address of the Secured Party terminate this Agreement or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.
(b) If the Redeveloper shall Default in any of its obligations hereunder, hereunder as the Township shall give written result of any default of the other party under this Agreement until after notice of such Default default is given by the party claiming the default to the Secured Parties Collateral Assignee and the Township agrees that, in the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successor, within the period expiration of any cure periods provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five (45) days from the date of such notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, which cure periods shall begin to run from the provisions time notice is given to the alleged defaulting party. Any process, stay or injunction issued by any Government Entity or pursuant to any bankruptcy or insolvency proceeding involving a party that would prohibit the Collateral Assignee from exercising such cure rights shall extend such cure periods for the period of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to such prohibition and if this Agreement to protect the interests is rejected or otherwise terminated as a result of any Secured Partybankruptcy or insolvency proceeding affecting the assigning party, the nonassigning party will, at the request of the Collateral Assignee, enter into a new agreement with Collateral Assignee or a permitted assignee thereof having terms no less favorable to the nonassigning party than the terms of this Agreement; provided that any obligations of the assigning party that were outstanding at the time of any such bankruptcy or insolvency proceeding are paid in full or brought current, as the case may be, at the time any such new agreement is entered into (without taking into account the effect of any such bankruptcy or insolvency proceedings).
Appears in 1 contract
Sources: Gas Sale and Purchase Agreement (Montauk Renewables, Inc.)
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇▇ to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). Each Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreementapplicable Lender, and any such encumbrance and/or assignment shall agreement not to be unreasonably withheld. Buyer will not be deemed subject to be a Default obligations under this Financial Agreement.more than one Collateral Assignment Agreement at any time. Each Collateral Assignment Agreement must include, among others, the following provisions unless otherwise agreed to by Buyer, Seller and the applicable Lender:
(a) The Township acknowledges that Buyer shall give notice of an Event of Default by Seller to the Redeveloper and/or Person(s) to be specified by Lender in the Collateral Assignment Agreement before exercising its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under right to terminate this Agreement and/or its interest as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper Collateral Assignment Agreement shall give the Township written not commence until ▇▇▇▇▇▇ has received notice of any such Security Arrangements, together with the name and address Event of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.Default;
(b) If ▇▇▇▇▇▇ will have the Redeveloper shall right to cure an Event of Default in any on behalf of its obligations hereunder, the Township shall give Seller if ▇▇▇▇▇▇ sends a written notice to ▇▇▇▇▇ before the later of such Default to (i) the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five (45) days from the date of such notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to this Agreement to protect the interests expiration of any Secured Party.cure period, and
Appears in 1 contract
Sources: Renewable Power Purchase Agreement
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇ to the Property and/or Improvements and/or assign for security purposes its interest agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in this Financial Agreementform and substance agreed to by Buyer, Seller and Lender, and any such encumbrance and/or assignment must include, among others, the following provisions; provided that Buyer shall not be deemed required to be a Default under this Financial Agreement.consent to any additional terms or conditions beyond those set forth below:
(a) The Township acknowledges that Buyer shall give Notice of an Event of Default by Seller to the Redeveloper and/or Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under right to terminate this Agreement and/or its interest in the Project to one or more secured parties or any agents therefore (each, as a “Secured Party” and collectively, the “Secured Parties”) as security for obligations result of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice Event of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.Default;
(b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If the Redeveloper shall Default in any of its obligations hereundera cure plan has been adopted, the Township shall give written notice status of such Default the cure plan’s implementation (including any modifications to the Secured Parties plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the Township agrees that, in the event such Default is not waived by the Township cure plan. Seller or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will Lender must provide the Secured Parties a reasonable period of time report to cure such Default, but in any event not less than forty-five Buyer within ten (4510) days Business Days after Notice from Buyer requesting the date of such notice report. Buyer will have no further right to require the Secured Parties report with regard respect to a failure particular Event of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).Default after that Event of Default has been cured;
(c) In ▇▇▇▇▇▇ will have the absence right to cure an Event of Default on behalf of Seller, only if ▇▇▇▇▇▇ sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) ten (10) Business Days after ▇▇▇▇▇▇’s receipt of notice of such Event of Default by from Buyer, indicating ▇▇▇▇▇▇’s intention to cure. Lender must remedy or cure the Redeveloper, Event of Default within the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement, not to permit each Secured Party exceed, except as agreed in the collateral assignment agreement, a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller, any foreclosure of similar proceeding if required by Lender to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request cure any Event of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.Default);
(d) Notwithstanding anything Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default;
(e) Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to the contrary contained hereinFacility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in addition its sole discretion, may elect to all other rights and remedies either:
(i) Cause such Event of Secured Parties set forth in Default to be cured, or
(ii) Not assume this Agreement;
(g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the provisions Facility), or sale of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender shall apply cause the transferee or buyer to assume all of Seller’s obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to protect an entity that (i) meets the interests definition of Permitted Transferee and (ii) is an entity that Buyer is permitted to contract with under applicable Law; and
(h) Subject to ▇▇▇▇▇▇’s cure of any Secured Party.Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender shall have the right to elect within forty-five
Appears in 1 contract
Sources: Renewable Power Purchase Agreement
Collateral Assignment. Notwithstanding the provisions set forth in this Financial Agreement, it is also expressly understood and agreed that the Redeveloper has the right to encumber and/or assign its fee title to the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreement, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement.
(a) The Township acknowledges that the Redeveloper and/or its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under this Agreement and/or its interest in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.
(b) If the Redeveloper shall Default in any of its obligations hereunder, the Township shall give written notice of such Default to the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five (45) days from the date of such notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained hereinin Section 14.1, but subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇ to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender including with respect to the provisions set forth below, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions:
(a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until ▇▇▇▇▇▇ has received notice of such Event of Default;
(b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender (if Lender has provided the notice set forth in subsection (c) below) to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured;
(c) ▇▇▇▇▇▇ will have the right to cure an Event of Default on behalf of Seller, only if ▇▇▇▇▇▇ sends a written notice to Buyer before the later of (i) the expiration of any cure period under this Agreement, and (ii) five (5) Business Days after ▇▇▇▇▇▇’s receipt of notice of such Event of Default from Buyer, indicating ▇▇▇▇▇▇’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default);
(d) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default;
(e) Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date and capable of cure in order to avoid the exercise by ▇▇▇▇▇ (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in addition its sole discretion, may elect to all other rights and remedies either:
(i) Cause such Event of Secured Parties set forth in Default to be cured, or
(ii) Not assume this Agreement;
(g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the provisions Facility), or sale of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to protect an entity that (i) meets the interests definition of Permitted Transferee and (ii) is an entity that Buyer is permitted to contract with under applicable Law; and
(h) Subject to ▇▇▇▇▇▇’s cure of any Secured Party.Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender shall have the right to elect within forty-five
Appears in 1 contract
Sources: Renewable Power Purchase Agreement
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇ to the Property and/or Improvements and/or assign for security purposes its interest agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in this Financial Agreementform and substance agreed to by Buyer, Seller and Lender, and any such encumbrance and/or assignment must include, among others, the following provisions; provided that Buyer shall not be deemed required to be a Default under this Financial Agreement.consent to any additional terms or conditions beyond those set forth below:
(a) The Township acknowledges that Buyer shall give Notice of an Event of Default by Seller to the Redeveloper and/or Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under right to terminate this Agreement and/or its interest in the Project to one or more secured parties or any agents therefore (each, as a “Secured Party” and collectively, the “Secured Parties”) as security for obligations result of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice Event of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.Default;
(b) If the Redeveloper shall Default in any Following an Event of its obligations hereunder, the Township shall give written notice of such Default to the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five (45) days from the date of such notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and Seller under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the provisions Event of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply Default;
(ii) Impediments to this Agreement the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to protect the interests plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of any Secured Party.the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured;
Appears in 1 contract
Sources: Renewable Power Purchase Agreement
Collateral Assignment. Notwithstanding the provisions set forth in this Financial Agreement, it is also expressly understood and agreed that the Redeveloper has the right to encumber and/or assign its fee title to the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreement, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement.
(a) The Township acknowledges Notwithstanding Section 15.3, Seller may, without the consent of Buyer (and without relieving itself from any liabilities hereunder that arose prior to the Redeveloper and/or its affiliates may obtain secured financing in connection with date of such transfer), assign this Agreement, interconnection agreement and any Shared Facilities Agreement for the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under this Agreement and/or its interest in the Project Facilities to one or more secured parties Facility Lenders as collateral for any financing or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations refinancing of the Redeveloper, and/or Seller or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this AgreementAffiliates.
(b) If In connection with any assignment of this Agreement by Seller to one or more Facility Lenders as collateral for any financing or refinancing of the Redeveloper shall Default in Facility, or any transfer, sale, pledge, encumbrance or assignment of its obligations hereunderthis Agreement, the Township interconnection agreement and Shared Facilities Agreement for the Facility or the accounts, revenues or proceeds hereof or thereof in connection with any financing or other financial arrangements, if requested by Seller, Buyer (acting reasonably) shall give written notice enter into a mutually agreeable consent which shall be in substantially the same form as attached hereto as Exhibit G; provided that ▇▇▇▇▇ agrees to negotiate in good faith modifications to such form as may be reasonably requested by Facility Lenders, to collateral assignment with Buyer and such Facility Lender(s) provided that Seller shall be responsible at Buyer’s request for ▇▇▇▇▇’s reasonable costs associated with the review, negotiation and execution of such Default consent to collateral assignment, including, without limitation, attorneys’ fees. Seller shall identify the Secured Parties Facility Lender and the Township agrees that, in the event provide at least thirty (30) days’ advance Notice to Buyer before requiring Buyer to enter into such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time consent to cure collateral assignment with Buyer and such Default, but in any event not less than forty-five (45) days from the date of such notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder)Facility Lender.
(c) In Upon the absence receipt of a Default by written request from Seller or any Facility Lender or Tax Equity Investor, Buyer shall execute, or arrange for the Redeveloperdelivery of, the Township agrees such certificates, opinions and other documents as may be reasonably necessary in order for Seller to consent to consummate any collateral assignment by the Redeveloper to any Secured Party financing or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request refinancing of the Secured PartyFacility or any part thereof and will enter into agreements with such Facility Lender and Tax Equity Investor satisfactory to Buyer, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its which agreements will grant certain rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, Facility Lenders and Tax Equity Investors as more fully developed and described in addition to all other rights and remedies of Secured Parties set forth in this Agreement, the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to this Agreement to protect the interests of any Secured Partysuch documents.
Appears in 1 contract
Sources: Power Purchase Agreement
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title to this Agreement as collateral for any financing or refinancing of the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreement, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement.
(a) The Township acknowledges that the Redeveloper and/or its affiliates may obtain secured financing in Facility. In connection with the acquisition, development and construction any financing or refinancing of the Project. The Township agrees that the Redeveloper Facility by Seller, Buyer shall in good faith work with Seller and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under ▇▇▇▇▇▇ to agree upon a consent to collateral assignment of this Agreement and/or its interest in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security ArrangementsCollateral Assignment Agreement”). The Redeveloper Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, and must include, among others, the following provisions; provided that Buyer shall not be required to consent to any additional terms or conditions beyond those set forth below: Buyer shall give the Township written notice Notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice an Event of Default or notice by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of intent to enforce its remedies such Event of Default; Following an Event of Default by Seller under this Agreement.
(b) , Buyer may require Seller or Lender to provide to Buyer a report concerning: The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; Impediments to the cure plan or its development; If the Redeveloper shall Default in any of its obligations hereundera cure plan has been adopted, the Township shall give status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; ▇▇▇▇▇▇ will have the right to cure an Event of Default on behalf of Seller, only if ▇▇▇▇▇▇ sends a written notice to ▇▇▇▇▇ before the later of (i) the expiration of any cure period, and (ii) ten (10) Business Days after ▇▇▇▇▇▇’s receipt of notice of such Event of Default from Buyer, indicating ▇▇▇▇▇▇’s intention to cure. Lender must remedy or cure the Secured Parties Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Township agrees thatCollateral Assignment Agreement, not to exceed, except as agreed in the collateral assignment agreement, a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller, any foreclosure of similar proceeding if required by Lender to cure any Event of Default); Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned; If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s obligations arising under this Agreement and all related agreements (subject to such Default is not waived limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Township or cured by the Redeveloper, its assignee, designee or successor, within the period provided for hereinCollateral Assignment Agreement); provided, before exercising such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any remedy against Event of Default existing as of the Redeveloper hereunder, possession date in order to avoid the Township will provide the Secured Parties a reasonable period exercise by Buyer (in its sole discretion) of time Buyer’s right to cure terminate this Agreement with respect to such Event of Default, but then Lender at its option, and in its sole discretion, may elect to either: Cause such Event of Default to be cured, or Not assume this Agreement; If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender shall cause the transferee or buyer to assume all of Seller’s obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that (i) meets the definition of Permitted Transferee and (ii) is an entity that Buyer is permitted to contract with under applicable Law; and Subject to Lender’s cure of any event not less than Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender shall have the right to elect within forty-five (45) days from after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the date of such notice to same terms as this Agreement for the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge remaining term thereof, or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(cii) In the absence of a Default by the Redeveloperif Lender or its designee, directly or indirectly, takes possession of, or title to, the Township agrees to consent to Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any collateral assignment by the Redeveloper to any Secured Party such rejection or Secured Parties termination of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, promptly after Buyer’s written request, Lender must itself or must cause its designee to promptly enter into a new agreement with Buyer having substantially the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to same terms as this Agreement for the remaining term thereof, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee shall be approved by Buyer, not to protect the interests of any Secured Partybe unreasonably withheld.
Appears in 1 contract
Sources: Renewable Power Purchase Agreement
Collateral Assignment. Notwithstanding the provisions set forth in this Financial Agreement, it is also expressly understood and agreed that the Redeveloper has the right to encumber and/or Tenant shall collaterally assign its fee title to the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreement, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement.
(a) The Township acknowledges that the Redeveloper and/or its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer all its rights under this Agreement and/or its interest in the Project Lease to one or more secured parties or any agents therefore Sara Lee Knit Products (each"SLKP"), which ▇▇ ▇ ▇▇vision of Sara Lee Corporation, a “Secured Party” Maryland corpo▇▇▇▇▇▇ ("SLC"), to secure Tenant's obligations under that certain Warehouse Services Agreement dated effective as of December 1, 1994, by and collectivelybetween Tenant and SLKP. Landlord hereby acknowledges and consents to such collateral assignment provided that if SLKP shall exercise its rights under the collateral assignment, the “Secured Parties”SLKP or an assignee of SLKP ("Assignee") as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.
(b) If the Redeveloper shall Default in any of its obligations hereunder, the Township shall give written notice of such Default to the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successorbe required, within the ten (10) day notice and cure period provided for hereindescribed in Section 10.6 and prior to taking possession of the Leased Premises, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period to assume in writing all duties and obligations of time to cure such Default, but in any event not less than forty-five (45) days Tenant under this Lease accruing or arising from and after the date of assumption of this Lease and to provide assurances satisfactory to Landlord that all obligations of SLKP under this Lease are obligations of SLC. In the event SLKP or its Assignee shall not have assumed this Lease and provided such assurances within the ten (10) day notice and cure period or the Default specified in Landlord's written notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision SLC shall not have been cured within the time period allowed by Landlord, neither SLC nor SLKP shall have any further rights with respect to this Lease. If SLKP elects to appoint an Assignee to assume this Lease, such Assignee shall have a net worth of no less than Five Million Dollars ($5,000,000.00) and shall be approved by Landlord in writing, which approval shall not unreasonably be withheld or delayed. In no event shall SLKP be construed as the tenant under this Lease prior to limit the Township’s right to payment from the RedeveloperSLKP's assumption of this Lease, nor shall the priority SLKP be liable for any of such payments be affected by the Secured Party exercising its rights Tenant's duties and obligations under any applicable Security Arrangementthis Lease accruing or arising prior to SLKP's assumption of this Lease.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to this Agreement to protect the interests of any Secured Party.
Appears in 1 contract
Sources: Warehouse Space Lease Agreement (Excal Enterprises Inc)
Collateral Assignment. Notwithstanding the provisions set forth in this Financial Agreement, it is also expressly understood and agreed that the Redeveloper has the right to encumber and/or Tenant shall collaterally assign its fee title to the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreement, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement.
(a) The Township acknowledges that the Redeveloper and/or its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer all its rights under this Agreement and/or its interest in the Project Lease to one or more secured parties or any agents therefore Sara Lee Knit Products (each"SLKP"), which ▇▇ ▇ ▇▇▇ision of Sara Lee Corporation, a “Secured Party” Maryland corpor▇▇▇▇▇ ("SLC"), to secure Tenant's obligations under that certain Warehouse Services Agreement dated effective as of December 1, 1994, by and collectivelybetween Tenant and SLKP. Landlord hereby acknowledges and consents to such collateral assignment provided that if SLKP shall exercise its rights under the collateral assignment, the “Secured Parties”SLKP or an assignee of SLKP ("Assignee") as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.
(b) If the Redeveloper shall Default in any of its obligations hereunder, the Township shall give written notice of such Default to the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successorbe required, within the ten (10) day notice and cure period provided for hereindescribed in Section 10.7 and prior to taking possession of the Leased Premises, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period to assume in writing all duties and obligations of time to cure such Default, but in any event not less than forty-five (45) days Tenant under this Lease accruing or arising from and after the date of assumption of this Lease and to provide assurances satisfactory to Landlord that all obligations of SLKP under this Lease are obligations of SLC. In the event SLKP or its Assignee shall not have assumed this Lease and provided such assurances within the ten (10) day notice and cure period or the Default specified in Landlord's written notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision SLC shall not have been cured within the time period allowed by Landlord, neither SLC nor SLKP shall have any further rights with respect to this Lease. If SLKP elects to appoint an Assignee to assume this Lease, such Assignee shall have a net worth of no less than Five Million Dollars ($5,000,000.00) and shall be approved by Landlord in writing, which approval shall not unreasonably be withheld or delayed. In no event shall SLKP be construed as the tenant under this Lease prior to limit the Township’s right to payment from the RedeveloperSLKP's assumption of this Lease, nor shall the priority SLKP be liable for any of such payments be affected by the Secured Party exercising its rights Tenant's duties and obligations under any applicable Security Arrangementthis Lease accruing or arising prior to SLKP's assumption of this Lease.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to this Agreement to protect the interests of any Secured Party.
Appears in 1 contract
Collateral Assignment. Notwithstanding the provisions set forth in this Financial Agreementforegoing, it is also expressly understood and agreed that the Redeveloper Entity has the right to encumber and/or assign its the fee title to the Property Land and/or Improvements and/or assign for security purposes its interest in this Financial Agreementof (i) financing the design, development and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreementconstruction of the Project and (ii) permanent mortgage financing.
(a) The Township Borough acknowledges that the Redeveloper Entity and/or its affiliates may intend to obtain secured financing in connection with the acquisition, development and construction of the Project. The Township Borough agrees that the Redeveloper Entity and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under this Agreement and/or its interest in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the RedeveloperEntity, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper Entity shall give the Township Borough written notice Notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township Borough hereunder to provide any notice Notice of Default or notice Notice of intent to enforce its remedies under this Agreement.
(b) If Without limiting the Redeveloper generality of Article XIII hereof, if the Entity shall Default in any of its obligations hereunder, the Township Borough shall give written notice Notice of such Default to the Secured Parties and the Township Borough agrees that, in the event such Default is not waived by the Township Borough or cured by the RedeveloperEntity, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper Entity hereunder, the Township Borough will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five fifteen (4515) days from the date of such notice to the Secured Parties with regard to a failure of the Redeveloper Entity to pay the Annual Service Charge or Land Taxes and ninety (during 90) days from the date the Entity was required to cure any period in which Land Taxes are not exempt hereunder)other Default.
(c) In the absence of a Default by the RedeveloperEntity, the Township Borough agrees to consent to any collateral assignment by the Redeveloper Entity to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the TownshipBorough’s right to payment from the RedeveloperEntity, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to this Agreement to protect the interests of any Secured Party.
Appears in 1 contract
Sources: Financial Agreement
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇▇ to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). Each Collateral Assignment Agreement must be in form and substance agreed to by ▇▇▇▇▇, Seller and the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreementapplicable Lender, and any such encumbrance and/or assignment shall agreement not to be unreasonably withheld. Buyer will not be deemed subject to be a Default obligations under this Financial Agreement.more than one Collateral Assignment Agreement at any time. Each Collateral Assignment Agreement must include, among others, the following provisions unless otherwise agreed to by Buyer, Seller and the applicable Lender:
(a) The Township acknowledges that Buyer shall give notice of an Event of Default by Seller to the Redeveloper and/or Person(s) to be specified by Lender in the Collateral Assignment Agreement before exercising its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under right to terminate this Agreement and/or its interest as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper Collateral Assignment Agreement shall give the Township written not commence until ▇▇▇▇▇▇ has received notice of any such Security Arrangements, together with the name and address Event of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.Default;
(b) If ▇▇▇▇▇▇ will have the Redeveloper shall right to cure an Event of Default in any on behalf of its obligations hereunder, the Township shall give Seller if ▇▇▇▇▇▇ sends a written notice to ▇▇▇▇▇ before the later of such Default to (i) the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five (45) days from the date of such notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to this Agreement to protect the interests expiration of any Secured Party.cure period, and
Appears in 1 contract
Sources: Renewable Power Purchase Agreement
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇▇ to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). Each Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreementapplicable Lender, and any such encumbrance and/or assignment shall agreement not to be unreasonably withheld. Buyer will not be deemed subject to be a Default obligations under this Financial Agreement.more than one Collateral Assignment Agreement at any time. Each Collateral Assignment Agreement must include, among others, the following provisions unless otherwise agreed to by Buyer, Seller and the applicable Lender:
(a) The Township acknowledges that Buyer shall give notice of an Event of Default by Seller to the Redeveloper and/or Person(s) to be specified by Lender in the Collateral Assignment Agreement before exercising its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under right to terminate this Agreement and/or its interest as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper Collateral Assignment Agreement shall give the Township written not commence until ▇▇▇▇▇▇ has received notice of any such Security Arrangements, together with the name and address Event of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.Default;
(b) If ▇▇▇▇▇▇ will have the Redeveloper shall right to cure an Event of Default in any on behalf of its obligations hereunder, the Township shall give Seller if ▇▇▇▇▇▇ sends a written notice to ▇▇▇▇▇ before the later of such Default to (i) the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five (45) days from the date of such notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to this Agreement to protect the interests expiration of any Secured Party.cure period, and
Appears in 1 contract
Sources: Renewable Power Purchase Agreement
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇ to the Property and/or Improvements and/or assign for security purposes its interest agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in this Financial Agreementform and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement.must include, among others, the following provisions:
(a) The Township acknowledges that Buyer shall give Notice of an Event of Default by Seller to the Redeveloper and/or Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under right to terminate this Agreement and/or its interest as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper Collateral Assignment Agreement shall give the Township written not commence until ▇▇▇▇▇▇ has received notice of any such Security Arrangements, together with the name and address Event of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.Default;
(b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If the Redeveloper shall Default in any of its obligations hereundera cure plan has been adopted, the Township shall give written notice status of such Default the cure plan's implementation (including any modifications to the Secured Parties plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the Township agrees that, in the event such Default is not waived by the Township cure plan. Seller or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will Lender must provide the Secured Parties a reasonable period of time report to cure such Default, but in any event not less than forty-five Buyer within ten (4510) days Business Days after Notice from Buyer requesting the date of such notice report. Buyer will have no further right to require the Secured Parties report with regard respect to a failure particular Event of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).Default after that Event of Default has been cured;
(c) In ▇▇▇▇▇▇ will have the absence right to cure an Event of Default on behalf of Seller, only if ▇▇▇▇▇▇ sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after ▇▇▇▇▇▇'s receipt of notice of such Event of Default by from Buyer, indicating ▇▇▇▇▇▇'s intention to cure. Lender must remedy or cure the Redeveloper, Event of Default within the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to permit each Secured Party a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request cure any Event of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.Default);
(d) Notwithstanding anything Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default;
(e) Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to the contrary contained hereinFacility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller's obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date in order to avoid the exercise by Buyer (in its sole discretion) of Buyer's right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in addition its sole discretion, may elect to all other rights and remedies either:
(i) Cause such Event of Secured Parties set forth in Default to be cured, or
(ii) Not assume this Agreement;
(g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the provisions Facility), or sale of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller's obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to protect an entity that meets the interests definition of Permitted Transferee; and
(h) Subject to ▇▇▇▇▇▇'s cure of any Secured Party.Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller's Bankruptcy or otherwise terminated in connection therewith Lender shall have the right to elect within forty-five
Appears in 1 contract
Sources: Power Purchase Agreement
Collateral Assignment. Notwithstanding the provisions set forth in this Financial Agreement, it is also expressly understood and agreed that the Redeveloper has the right to encumber and/or assign its fee title to the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreement, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement.
(a) The Township acknowledges that the Redeveloper and/or its affiliates may obtain secured financing in connection with the acquisitionSeller, development and construction without approval of the Project. The Township agrees that the Redeveloper and or its affiliates may assignBuyer, pledgemay, hypothecate by security, charge or otherwise transfer encumber its rights interest under this Agreement in favor of a Project Investor for the purposes of financing the development, construction and/or its interest in operation of the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this AgreementSeller’s Interconnection Facilities.
(b) Promptly after making such encumbrance, Seller shall notify Buyer in writing of the name, address, and telephone and facsimile numbers of each Project Investor to which Seller’s interest under this Agreement has been encumbered. Such Notice shall include the names of the account managers or other representatives of the Project Investors to whom all written and telephonic communications should be addressed.
(c) After giving Buyer such initial Notice, Seller shall promptly give Buyer Notice of any change in the information provided in the initial Notice or any revised Notice.
(d) If Seller encumbers its interest under this Agreement as permitted by this Section 14.2, the Redeveloper following provisions shall apply:
(i) The Parties, except as provided by the terms of this Agreement, shall not modify or cancel this Agreement without the prior written consent of the Project Investors;
(ii) The Project Investors or their designees shall have the right, but not the obligation, to perform any act required to be performed by Seller under this Agreement to prevent or cure an Event of Default by Seller and such act performed by the Project Investors or their designees shall be as effective to prevent or cure an Event of Default as if done by Seller, provided that, if any such Project Investor or its designee elects to perform any act required to be performed by Seller under this Agreement to prevent or cure an Event of Default by Seller, Buyer will not be deemed to have waived or relinquished its rights and remedies as provided in this Agreement;
(iii) Buyer shall upon request by Seller execute statements certifying that this Agreement is unmodified (or, modified and stating the nature of the modification), in full force and effect and, to the knowledge of Buyer, the absence or existence (and the nature thereof) of Events of Default hereunder by ▇▇▇▇▇▇ and documents of consent to such assignment to the encumbrance and any assignment to such Project Investors; and
(iv) Upon the receipt of a written request from Seller or any Project Investor, Buyer shall use Commercially Reasonable Efforts to execute, or arrange for the delivery of, such certificates, opinions and other documents as may be reasonably necessary in order for Seller to consummate any financing or refinancing of the Project or any part thereof and will enter into reasonable agreements with such Project Investor, which agreements will grant certain rights to the Project Investors as more fully developed and described in such documents, including (a) this Agreement shall not be terminated (except for termination pursuant to the terms of this Agreement) without the consent of Project Investor, which consent is not to be unreasonably withheld or delayed, (b) Project Investors shall be given notice of, and the opportunity to cure as provided in Section 14.2(d)(ii), any breach or default of this Agreement by Seller, (c) that if the Project Investor forecloses, take a deed in lieu of foreclosure or otherwise exercise its remedies pursuant to any security documents, then (i) Buyer shall, at Project Investor’s request, continue to perform all of its obligations hereunder, and Project Investor or its nominee may perform in the Township place of Seller, and may assign this Agreement to another Person in place of Seller, provided that such other Person is a Qualified Transferee, (ii) Project Investor shall give written notice have no liability under this Agreement except during the period of such Default to the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township Project Investor’s ownership or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five (45) days from the date of such notice to the Secured Parties with regard to a failure operation of the Redeveloper to pay the Annual Service Charge or Land Taxes Project and (during any period iii) that Buyer shall accept performance in which Land Taxes are not exempt hereunder).
(c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in accordance with this Agreement by Project Investor or its nominee, and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything that Buyer shall make the same representations and warranties to the contrary contained herein, and in addition Project Investor as Buyer made to all other rights and remedies of Secured Parties set forth in Seller pursuant to this Agreement, . The Parties agree that an agreement substantially in the provisions form of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 Exhibit J shall apply to this Agreement to protect the interests of any Secured Partybe reasonable.
Appears in 1 contract
Sources: Solar Power Purchase Agreement
Collateral Assignment. Notwithstanding Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇ to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender including with respect to the provisions set forth in this Financial Agreementbelow, it is also expressly understood and agreed that the Redeveloper has the right with such agreement not to encumber and/or assign its fee title to the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreementbe unreasonably withheld, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement.must include, among others, the following provisions:
(a) The Township acknowledges that Buyer shall give Notice of an Event of Default by Seller to the Redeveloper and/or Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under right to terminate this Agreement and/or its interest as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper Collateral Assignment Agreement shall give the Township written not commence until ▇▇▇▇▇▇ has received notice of any such Security Arrangements, together with the name and address Event of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.Default;
(b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If the Redeveloper shall Default in any of its obligations hereundera cure plan has been adopted, the Township shall give written notice status of such Default the cure plan’s implementation (including any modifications to the Secured Parties plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the Township agrees that, in the event such Default is not waived by the Township cure plan. Seller or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will Lender must provide the Secured Parties a reasonable period of time report to cure such Default, but in any event not less than forty-five Buyer within ten (4510) days Business Days after Notice from Buyer requesting the date of such notice report. Buyer will have no further right to require the Secured Parties report with regard respect to a failure particular Event of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).Default after that Event of Default has been cured;
(c) In Lender will have the absence right to cure an Event of Default on behalf of Seller, only if ▇▇▇▇▇▇ sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after ▇▇▇▇▇▇’s receipt of notice of such Event of Default by from Buyer, indicating ▇▇▇▇▇▇’s intention to cure. Lender must remedy or cure the Redeveloper, Event of Default within the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to permit each Secured Party a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request cure any Event of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.Default);
(d) Notwithstanding anything Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default;
(e) Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to the contrary contained hereinFacility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date and capable of cure in order to avoid the exercise by ▇▇▇▇▇ (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in addition its sole discretion, may elect to all other rights and remedies either:
(i) Cause such Event of Secured Parties set forth in Default to be cured, or
(ii) Not assume this Agreement;
(g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the provisions Facility), or sale of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to protect an entity that meets the interests definition of Permitted Transferee; and
(h) Subject to ▇▇▇▇▇▇’s cure of any Secured Party.Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender shall have the right to elect within forty-five
Appears in 1 contract
Sources: Energy Storage Agreement
Collateral Assignment. Notwithstanding Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇▇ to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). Each Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and the applicable Lender, such agreement not to be unreasonably withheld. Buyer will not be subject to obligations under more than one Collateral Assignment Agreement at any time. Each Collateral Assignment Agreement must include, among others, the following provisions unless otherwise agreed to by Buyer, Seller and the applicable Lender:
(a) Buyer shall give notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement before exercising its right to terminate this Agreement as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default;
(b) ▇▇▇▇▇▇ will have the right to cure an Event of Default on behalf of Seller if ▇▇▇▇▇▇ sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after ▇▇▇▇▇▇’s receipt of notice of such Event of Default from Buyer, indicating ▇▇▇▇▇▇’s intention to cure. Lender must remedy or cure such Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or, in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default, an additional reasonable period of time to complete such proceedings and effect such cure not to exceed one hundred eighty (180) days without the written consent of Buyer, which consent shall not be unreasonably withheld), provided that if Lender is prohibited by any court order or bankruptcy or insolvency proceedings from curing the Event of Default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition;
(c) Following an Event of Default by Seller under this Agreement, Buyer may require Seller (or Lender, if Lender has provided the notice set forth in subsection (b) above) to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured;
(d) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default, which consent will not be unreasonably withheld, delayed or conditioned;
(e) Lender will receive prior notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If this Agreement is transferred to Lender pursuant to subsection (b) above, Lender must assume all of Seller’s obligations arising under this Agreement on and after the date of such assumption; provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the transfer date in order to avoid the exercise by ▇▇▇▇▇ (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either:
(i) Cause such Event of Default to be cured (other than any Events of Default which relate to Seller’s bankruptcy or similar insolvency proceedings, to representations and warranties made by Seller or to Seller’s failure to perform obligations under other agreements, or which are otherwise personal to Seller), or
(ii) Not assume this Agreement.
(g) If Lender elects to transfer this Agreement, then Lender must cause the transferee to assume all of Seller’s obligations arising under this Agreement arising after the date of such assumption as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee;
(h) Subject to ▇▇▇▇▇▇’s cure of any Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender or its designee shall have the right to elect within ninety (90) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, and, promptly after ▇▇▇▇▇▇’s written request, Buyer must enter into such replacement agreement with Lender or Lender’s designee, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself or must cause its designee to promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), if such designee is not an entity that meets the definition of Permitted Transferee then such designee shall be subject to the prior written approval of Buyer, such approval not to be unreasonably withheld; and
(i) The Parties shall negotiate any Collateral Assignment Agreement in good faith, including variations to the provisions set forth in this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper has the right to encumber and/or assign its fee title to the Property and/or Improvements and/or assign for security purposes its interest in this Financial Agreementextent the Collateral Assignment Agreement executed by Buyer and Lender varies from such provisions, and any the terms of such encumbrance and/or assignment Collateral Assignment Agreement shall not be deemed to be a Default under this Financial Agreement.
(a) The Township acknowledges that the Redeveloper and/or its affiliates may obtain secured financing in connection controlling. In addition, Buyer shall cooperate with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under this Agreement and/or its interest in the Project to one or more secured parties Seller or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security Lender to execute or arrange for obligations delivery of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.
(b) If the Redeveloper shall Default in any of its obligations hereunder, the Township shall give written notice of such Default to the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five (45) days from the date of such notice to the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(c) In the absence of a Default by the Redeveloper, the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically estoppels reasonably requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security ArrangementSeller or Lender.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to this Agreement to protect the interests of any Secured Party.
Appears in 1 contract
Sources: Power Purchase Agreement
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender to the Property and/or Improvements and/or assign for security purposes its interest agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in this Financial Agreementform and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and any must include, among others, the following provisions (with such encumbrance and/or assignment shall not changes as may be deemed to be a Default under this Financial Agreement.reasonably requested by Lenders):
(a) The Township acknowledges that Buyer shall give Notice of an Event of Default by Seller to the Redeveloper and/or Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under right to terminate this Agreement and/or its interest as a result of such Event of Default; provided, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper Collateral Assignment Agreement shall give the Township written not commence until Lender has received notice of any such Security Arrangements, together with the name and address Event of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.Default;
(b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If the Redeveloper shall Default in any of its obligations hereundera cure plan has been adopted, the Township status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer shall give have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured;
(c) Lender shall have the right to cure an Event of Default on behalf of Seller, only if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default);
(d) Lender shall have the right to consent before any termination of this Agreement which does not arise out of an Event of Default;
(e) Lender shall receive prior written notice of and the right to approve material amendments to this Agreement, which approval shall not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s remaining obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (other than any Event of Default personal to Seller and not reasonably capable of cure) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either:
(i) Cause such Event of Default to be cured, or
(ii) Not assume this Agreement;
(g) If Lender elects to sell or transfer the Secured Parties Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s remaining obligations arising under this Agreement and all related agreements as a condition of the Township agrees thatsale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and
(h) Subject to Lender’s cure of any Events of Defaults under this Agreement required to be cured in accordance with Section 14.2(f), (i) if this Agreement is rejected in Seller’s bankruptcy or otherwise terminated in connection therewith, Lender shall have the event such Default is not waived by the Township or cured by the Redeveloper, its assignee, designee or successor, right to elect within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than forty-five (45) days from after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the date of such notice to same terms as this Agreement for the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge remaining term thereof, or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(cii) In the absence of a Default by the Redeveloperif Lender or its designee, directly or indirectly, takes possession of, or title to, the Township agrees to consent to Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any collateral assignment by the Redeveloper to any Secured Party such rejection or Secured Parties termination of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, promptly after Buyer’s written request, Lender must itself, or its designee must, promptly enter into a new agreement with Buyer having substantially the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to same terms as this Agreement for the remaining term thereof; provided, in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee (if it is not a Permitted Transferee) shall be approved by Buyer, not to protect the interests of any Secured Partybe unreasonably withheld.
Appears in 1 contract
Sources: Power Purchase Agreement
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and ▇▇▇▇▇▇ to the Property and/or Improvements and/or assign for security purposes its interest agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in this Financial Agreementform and substance agreed to by Buyer, Seller and Lender, and any such encumbrance and/or assignment must include, among others, the following provisions; provided that Buyer shall not be deemed required to be a Default under this Financial Agreement.consent to any additional terms or conditions beyond those set forth below:
(a) The Township acknowledges that Buyer shall give Notice of an Event of Default by Seller to the Redeveloper and/or Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under right to terminate this Agreement and/or its interest in the Project to one or more secured parties or any agents therefore (each, as a “Secured Party” and collectively, the “Secured Parties”) as security for obligations result of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice Event of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.Default;
(b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning:
i. The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
ii. Impediments to the cure plan or its development;
iii. If the Redeveloper shall Default in any of its obligations hereundera cure plan has been adopted, the Township shall give status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
iv. Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured;
(c) ▇▇▇▇▇▇ will have the right to cure an Event of Default on behalf of Seller, only if ▇▇▇▇▇▇ sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) ten (10) Business Days after ▇▇▇▇▇▇’s receipt of notice of such Event of Default from Buyer, indicating ▇▇▇▇▇▇’s intention to cure. Lender must remedy or cure the Secured Parties Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Township agrees thatCollateral Assignment Agreement, not to exceed, except as agreed in the collateral assignment agreement, a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller, any foreclosure of similar proceeding if required by Lender to cure any Event of Default);
(d) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default;
(e) Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s obligations arising under this Agreement and all related agreements (subject to such Default is not waived limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Township or cured by the Redeveloper, its assignee, designee or successor, within the period provided for hereinCollateral Assignment Agreement); provided, before exercising such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any remedy against Event of Default existing as of the Redeveloper hereunder, possession date in order to avoid the Township will provide the Secured Parties a reasonable period exercise by Buyer (in its sole discretion) of time Buyer’s right to cure terminate this Agreement with respect to such Event of Default, but then Lender at its option, and in its sole discretion, may elect to either:
i. Cause such Event of Default to be cured, or
ii. Not assume this Agreement;
(g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender shall cause the transferee or buyer to assume all of Seller’s obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that (i) meets the definition of Permitted Transferee and (ii) is an entity that Buyer is permitted to contract with under applicable Law; and
(h) Subject to Lender’s cure of any event not less than Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender shall have the right to elect within forty-five (45) days from after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the date of such notice to same terms as this Agreement for the Secured Parties with regard to a failure of the Redeveloper to pay the Annual Service Charge remaining term thereof, or Land Taxes (during any period in which Land Taxes are not exempt hereunder).
(cii) In the absence of a Default by the Redeveloperif Lender or its designee, directly or indirectly, takes possession of, or title to, the Township agrees to consent to Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any collateral assignment by the Redeveloper to any Secured Party such rejection or Secured Parties termination of its interests in this Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.
(d) Notwithstanding anything to the contrary contained herein, and in addition to all other rights and remedies of Secured Parties set forth in this Agreement, promptly after Buyer’s written request, Lender must itself or must cause its designee to promptly enter into a new agreement with Buyer having substantially the provisions of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply to same terms as this Agreement for the remaining term thereof, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee shall be approved by Buyer, not to protect the interests of any Secured Partybe unreasonably withheld.
Appears in 1 contract
Sources: Power Purchase Agreement
Collateral Assignment. Notwithstanding Subject to the provisions set forth in of this Financial AgreementSection 14.2, it is also expressly understood and agreed that the Redeveloper Seller has the right to encumber and/or assign its fee title this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender to agree uponexecute a consent to collateral assignment of this Agreement (“substantially in the Property and/or Improvements and/or assign for security purposes its interest form attached hereto as Exhibit O (“Consent to Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in this Financial Agreementform and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and any such encumbrance and/or assignment shall not be deemed to be a Default under this Financial Agreement.must include, among others, the following provisions:
(a) The Township acknowledges that Buyer shall give Notice of an Event of Default by Seller to the Redeveloper and/or Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its affiliates may obtain secured financing in connection with the acquisition, development and construction of the Project. The Township agrees that the Redeveloper and or its affiliates may assign, pledge, hypothecate or otherwise transfer its rights under right to terminate this Agreement and/or its interest as a result of such Event of Default; provided, such Notice shall be provided to Lender at the time such Notice is provided to Seller and any additional cure period of Lender agreed to in the Project to one or more secured parties or any agents therefore (each, a “Secured Party” and collectively, the “Secured Parties”) as security for obligations Collateral Assignment Agreement shall not commence until Lender has received Notice of the Redeveloper, and/or its affiliates, incurred in connection with such secured financing (collectively, the “Security Arrangements”). The Redeveloper shall give the Township written notice Event of any such Security Arrangements, together with the name and address of the Secured Party or Secured Parties. Failure to provide such Notice waives any requirement of the Township hereunder to provide any notice of Default or notice of intent to enforce its remedies under this Agreement.Default;
(b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If the Redeveloper shall Default in any of its obligations hereundera cure plan has been adopted, the Township shall give written notice status of such Default the cure plan’s implementation (including any modifications to the Secured Parties plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the Township agrees that, in the event such Default is not waived by the Township cure plan. Seller or cured by the Redeveloper, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Redeveloper hereunder, the Township will Lender must provide the Secured Parties a reasonable period of time report to cure such Default, but in any event not less than forty-five Buyer within ten (4510) days Business Days after Notice from Buyer requesting the date of such notice report. Buyer will have no further right to require the Secured Parties report with regard respect to a failure particular Event of the Redeveloper to pay the Annual Service Charge or Land Taxes (during any period in which Land Taxes are not exempt hereunder).Default after that Event of Default has been cured;
(c) In ▇▇▇▇▇▇ will have the absence right to cure an Event of Default on behalf of Seller, only if ▇▇▇▇▇▇ sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after ▇▇▇▇▇▇’s receipt of Notice of such Event of Default by from Buyer, indicating ▇▇▇▇▇▇’s intention to cure. Lender must remedy or cure the Redeveloper, Event of Default within the Township agrees to consent to any collateral assignment by the Redeveloper to any Secured Party or Secured Parties of its interests in cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to permit each Secured Party a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a Bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request cure any Event of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Redeveloper, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement.Default);
(d) Notwithstanding anything Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default;
(e) Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to the contrary contained hereinFacility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in addition its sole discretion, may elect to all other rights and remedies either:
(i) Cause such Event of Secured Parties set forth in Default to be cured, or (ii) Not assume this Agreement;
(g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the provisions Facility), or sale of N.J.S.A. 55:17-1 – N.J.S.A. 55:17-11 shall apply the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender must cause the transferee or buyer to assume all of Seller’s obligations arising under this Agreement and all related agreements as a condition of the sale or transfer. Such sale or transfer may be made only to protect an entity that meets the interests definition of Permitted Transferee; and
(h) Subject to ▇▇▇▇▇▇’s cure of any Secured Party.Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender shall have the right to elect within forty-five
Appears in 1 contract
Sources: Renewable Power Purchase Agreement