Common use of Lender Provisions Clause in Contracts

Lender Provisions. Notwithstanding anything to the contrary contained in this Agreement, each of the Parties: (a) agrees that it will not bring or support any Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the financing sources of Buyer for any portion of the debt being so provided or any commitments by any financing sources of Buyer in connection therewith (the “Debt Commitments”, and such financing sources, together with their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitments (or, if alternative financing is being used, pursuant to the commitments with respect thereto), the “Debt Financing Sources” and each, a “Debt Financing Source”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitments or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (a) neither Seller nor Parent (collectively, together with any of their respective successors or assigns, the “Seller Group”) shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any member of the Seller Group for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.15), the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, the foregoing provisions, and the same shall be enforceable by each Debt Financing Source and its successors and assigns. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.5), the foregoing provisions may not be amended, supplemented or otherwise modified without the prior written consent of the Debt Financing Sources or their administrative agent under the Debt Commitments.

Lender Provisions. Notwithstanding anything to the contrary contained in this Agreement, each of the Parties: (a) agrees that it will not bring or support any Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the financing sources of Buyer for any portion of the debt being so provided or any commitments by any financing sources of Buyer in connection therewith (the “Debt Commitments”, and such financing sources, together with their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitments (or, if alternative financing is being used, pursuant to the commitments with respect thereto), the “Debt Financing Sources” and each, a “Debt Financing Source”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitments or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (a) neither Seller nor Parent (collectively, together with any of their respective successors or assigns, the “Seller Group”) shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any member of the Seller Group for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement to the contrary, during any period that Owner is a party to a senior credit facility (includingthe “Credit Facility”) with one or more third party financial institutions (collectively, without limitation, Section 7.15the “Lender”), the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, the foregoing provisions, and the same shall be enforceable by each Debt Financing Source and its successors and assigns. Notwithstanding anything to the contrary contained in Property Manager agrees that: (a) this Agreement (includingincluding any occupancy rights of Property Manager, without limitationwhether set forth herein or otherwise) and the interests and estates created hereby and the rights, Section 7.5)privileges and powers of Property Manager hereunder, shall be unconditionally made and at all times remain subject, subordinate and inferior to any security deed, mortgage or similar security instrument secured in the foregoing provisions may not be amendedCredit Facility, supplemented and all the rights, privileges and powers of the Lender, or otherwise modified any agent thereof, thereunder and to any and all renewals, modifications, consolidations, replacements and extensions thereof; (b) without the prior written consent of Lender, Property Manager shall have no right to assign, in whole or in part, its interest under this Agreement, and any attempted or purported assignment without such prior written consent shall be, at Lender’s sole and absolute discretion, void and of no force or effect; (c) if any act or omission by Owner or any other circumstance (each such act, omission, and circumstance, a “default or condition”) which would give Property Manager the Debt Financing Sources right, either immediately or their administrative agent under after a lapse of time, with or without notice, to terminate this Agreement or otherwise entitle Property Manager to a claim, offset, defense or charge against Owner, shall occur or exist, then Property Manager immediately upon knowledge of such event shall give written notice of such default or condition to Lender, and notwithstanding anything contained herein, Property Manager will not exercise any such right unless and until 30 days have expired; (d) not to enforce, or otherwise claim the Debt Commitmentsbenefit of, any and all rights, claims and liens which Property Manager may now or hereafter have in and to the Property, including, without limitation, any rights, claims and liens of Property Manager, or rights to file or have filed any liens, claims of lien, pursuant to any applicable laws on or against said Property on account of any services furnished or to be furnished by Property Manager; and (e) to take such steps and execute such documentation as may be required by the Lender or Owner to implement and evidence any of the foregoing provisions.

Lender Provisions. Notwithstanding anything to the contrary contained in this AgreementAgreement to the contrary, each during any period that Property Owner is a party to one or more loan agreements or other instruments of indebtedness secured by one or more of the Parties: Facilities (the “Loan Agreements”) with one or more third party financial institutions (collectively, the “Lender”), Service Provider agrees that: (a) agrees that it will not bring or support this Agreement (including any Person in any action, suit, proceeding, cause occupancy rights of action, claim, cross-claim or third-party claim of any kind or descriptionService Provider, whether in law or in equity, whether in contract or in tort or otherwise, against any of the financing sources of Buyer for any portion of the debt being so provided or any commitments by any financing sources of Buyer in connection therewith (the “Debt Commitments”, and such financing sources, together with their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitments (or, if alternative financing is being used, pursuant to the commitments with respect thereto), the “Debt Financing Sources” and each, a “Debt Financing Source”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort herein or otherwise) against any and the interests and estates created hereby and the rights, privileges and powers of the Debt Financing Sources in any way relating to the Debt Commitments or the performance thereof or the financings contemplated therebyService Provider hereunder, shall be exclusively governed byunconditionally made and at all times remain subject, subordinate and inferior to any security deed, mortgage or similar security instrument relating to a Loan Agreement, and construed in accordance withall the rights, the internal laws privileges and powers of the State of New YorkLender, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (a) neither Seller nor Parent (collectively, together with any of their respective successors or assigns, the “Seller Group”) shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreementagent thereof, or in respect of anythereunder and to any and all renewals, or in respect of any oral representations made or alleged to have been made in connection herewith or therewithmodifications, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated therebyconsolidations, whether at law or equity, in contract, in tort or otherwise replacements and extensions thereof; (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any member of the Seller Group for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.15), the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, the foregoing provisions, and the same shall be enforceable by each Debt Financing Source and its successors and assigns. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.5), the foregoing provisions may not be amended, supplemented or otherwise modified without the prior written consent of Lender, Service Provider shall have no right to assign, in whole or in part, its interest under this Agreement, and any attempted or purported assignment without such prior written consent shall be, at Lender’s sole and absolute discretion, void and of no force or effect; (c) if any act or omission by Property Owner or any other circumstance (each such act, omission, and circumstance, a “default or condition”) which would give Service Provider the Debt Financing Sources right, either immediately or their administrative agent under after a lapse of time, with or without notice, to terminate this Agreement or otherwise entitle Service Provider to a claim, offset, defense or charge against Property Owner, shall occur or exist, then Service Provider immediately upon knowledge of such event shall give written notice of such default or condition to Lender, and notwithstanding anything contained herein, Service Provider will not exercise any such right unless and until 30 days have expired; (d) not to enforce, or otherwise claim the Debt Commitmentsbenefit of, any and all rights, claims and liens which Service Provider may now or hereafter have in and to the Facilities, including, without limitation, any rights, claims and liens of Service Provider, or rights to file or have filed any liens, claims of lien, pursuant to any applicable laws on or against the Facilities on account of any services furnished or to be furnished by Service Provider. In addition, Service Provider shall indemnify and hold harmless Lender from and against any such claim or lien which may be asserted by any agent, broker, or other intermediary by reason of any act or agreement of Service Provider; and (e) to take such steps and execute such documentation as may be required by the Lender or Property Owner to implement and evidence any of the foregoing provisions.

Lender Provisions. Notwithstanding anything to the contrary contained in this Agreement, the Company and the Parent, on behalf of themselves, their respective Subsidiaries and each of the Partiestheir respective Affiliates hereby agrees: (ai) agrees that it none of the Debt Financing Parties will not bring have any liability to the Company or support any Person in of its Subsidiaries, any actionof its or their respective Affiliates or Representatives, suit, proceeding, cause of action, claim, cross-claim or third-party claim any successor or assign of any kind of the foregoing (in each case, other than Parent or descriptionits respective Subsidiaries) relating to or arising out of this Agreement, the Financing, the Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (ii) the Company (on behalf of itself and its Subsidiaries and Affiliates) agree that it will not (and will cause its Subsidiaries and Affiliates to not) commence, voluntarily join, maintain or support any Legal Action against any Debt Financing Party relating to or arising out of the financing sources of Buyer for any portion of the debt being so provided or any commitments by any financing sources of Buyer in connection therewith (the “Debt Commitments”, and such financing sources, together with their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitments (or, if alternative financing is being used, pursuant to the commitments with respect thereto)this Agreement, the “Debt Financing Sources” and eachFinancing, a “Debt Financing Source”) in any way relating to this Agreement the Commitment Letter or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of hereby or relating in any way to the Debt Commitments thereby or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitments or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (services thereunder, whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out otherwise (and in furtherance and not in limitation of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (a) neither Seller nor Parent (collectively, together with any of their respective successors or assignsforegoing, the “Seller Group”) shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise parties acknowledge and (b) agree that no Debt Financing Source Party shall have any liability (whether in contract, in tort or otherwise) be subject to any member special, consequential, punitive or indirect damages or damages of the Seller Group for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby a tortious nature) and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.15), iii) that the Debt Financing Sources Parties are intended third-express third party beneficiaries of, and shall be entitled may enforce, any of the provisions of Section 7.05 (as it relates to survival of provisions after termination of this Agreement), Section 7.06(d), Section 8.04 and Section 8.05 and this Section 8.13, and that such provisions (or any of the defined terms used herein or any other provision of this Agreement to the protections ofextent a modification, waiver or termination of such defined term or provision would modify the foregoing provisions, and substance of any such Section ) shall not be amended in any way adverse to the same shall be enforceable by each Debt Financing Source and its successors and assigns. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.5), the foregoing provisions may not be amended, supplemented or otherwise modified Parties without the prior written consent of the Lenders (and any such amendment, waiver or other modification without such prior written consent shall be null and void). For purposes of this Agreement, “Debt Financing Sources or Parties” shall mean the Lenders, together with their administrative agent under respective Affiliates and their and their respective officers, directors, employees, partners, controlling persons, advisors, attorneys, agents and representatives and the respective successors and assigns of any of the foregoing, in their capacities as such; provided that neither Parent nor any Affiliate of Parent shall be a Debt CommitmentsFinancing Party.

Lender Provisions. Notwithstanding anything (A) Except as set forth in Section 15.14(B) with respect to the contrary contained in this Agreement, each of the Parties: (a) agrees that it will not bring or support any Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the financing sources of Buyer for any portion of the debt being so provided or any commitments by any financing sources of Buyer in connection therewith (the “Debt Commitments”, Collateral and such financing sources, together with their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitments (or, if alternative financing is being used, pursuant to the commitments Seller’s consent rights with respect thereto, Purchaser may, without approval of Seller, charge or otherwise encumber its interest under this PPA for security purposes in accordance with the provisions of Section 14.1 and this Section 14.2. (B) Promptly after making any such encumbrance, Purchaser shall notify Seller in writing of the name, address, and telephone and facsimile numbers of each Lender to which Purchaser’s interest under this PPA has been encumbered. Such Notice shall include the names of the account managers or other representatives of the Lenders to whom all written and telephonic communications may be addressed. (C) After giving Seller the initial Notice under Section 14.2(B), Purchaser shall promptly give Seller Notice of any change in the “Debt Financing Sources” and each, a “Debt Financing Source”) information provided in any way relating to this Agreement the initial Notice or any of the transactions contemplated subsequent Notice. (D) If Purchaser encumbers its interest under this PPA as permitted by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees thatthis 1. The Parties, except as specifically set forth in provided by the Debt Commitments, all claims or causes terms of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitments or the performance thereof or the financings contemplated therebythis PPA, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles not modify or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in cancel this Agreement, (a) neither Seller nor Parent (collectively, together with any of their respective successors or assigns, the “Seller Group”) shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any member of the Seller Group for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.15), the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, the foregoing provisions, and the same shall be enforceable by each Debt Financing Source and its successors and assigns. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.5), the foregoing provisions may not be amended, supplemented or otherwise modified PPA without the prior written consent of the Debt Lender, such consent not to be unreasonably withheld, conditioned or delayed. 2. The Lender or its designees shall have the right, but not the obligation, to perform any act required to be performed by Purchaser under this PPA to prevent or cure an Event of Default with respect to Purchaser and such act performed by the Lender or its designees shall be as effective to prevent or cure an Event of Default as if done by Purchaser, provided that, if any such Lender or any such designee elects to perform any act required to be performed by Purchaser under this PPA to prevent or cure an Event of Default by Purchaser, Seller will not be deemed to have waived or relinquished any of its rights and remedies as provided in this PPA; and provided, further, that Purchaser hereby releases Seller, to the fullest extent permitted by Applicable Law, from any and all liability arising from Seller’s performance under this PPA pursuant to instructions of the Lender following an event of default with respect to Purchaser under Lender’s Financing Sources Documents. 3. Seller shall, promptly following any request by Purchaser, execute statements certifying that this PPA is unmodified (or, if modified, stating the nature of the modification), in full force and effect and the absence or their administrative agent existence (and the nature thereof), to Seller’s actual knowledge, of Events of Default hereunder by Purchaser and documents of consent to such assignment to the encumbrance and any assignment to such Lender, all in form and substance reasonably acceptable to Seller. 4. Promptly following the receipt of a written request from Purchaser or any Lender, Seller shall execute, or arrange for the delivery of, such reasonable certificates and other documents as may be reasonably necessary and appropriate in order for Purchaser to consummate any financing or refinancing of the Facility or any part thereof and enter into such reasonable agreements as may be reasonably requested by such Lender, which agreements will grant such rights to the Lender as are specifically provided for in such documents, including that (a) this PPA shall not be terminated (otherwise than pursuant to the terms of this PPA) without the consent of the Lender, which consent shall not be unreasonably withheld, conditioned, or delayed; (b) the Lender shall be given notice of, and the opportunity to cure any breach or default of this PPA by Purchaser in accordance with this PPA; (c) if the Lender forecloses, takes a deed in lieu of foreclosure, or otherwise exercises its remedies pursuant to any security documents, then (i) Seller shall, at the Lender’s request, continue to perform all of its obligations hereunder, and the Lender or (without in any way limiting any obligation or liability of the Lender) its nominee may perform in the place of Purchaser, and may assign this PPA to another Person that is a Creditworthy Entity and Qualified Operator in place of Purchaser, (ii) the Lender shall have no liability under this PPA except during the Debt Commitmentsperiod of such Lender’s ownership of the Purchaser’s Interest or operation of the Facility, and (iii) Seller shall accept performance in accordance with this PPA by the Lender or its nominee; and (d) Seller shall make such representations and warranties to the Lender as Lender may reasonably request with regard to (1) Seller’s authority to execute, deliver, and perform this PPA, (2) the binding nature on Seller of the document evidencing Seller’s consent to assignment to the Lender and this PPA, and (3) the receipt of regulatory approvals by Seller with respect to its execution and performance under this PPA. 5. Purchaser shall reimburse Seller for the out-of-pocket costs and expenses (including the fees and expenses of counsel) incurred by Seller in connection with the preparation, negotiation, or execution of any statements, certificates, agreements, or other documents required under this Section 14.2.

Lender Provisions. Notwithstanding anything (A) Except as set forth in Section 15.14(B) with respect to the contrary contained in this Agreement, each of the Parties: (a) agrees that it will not bring or support any Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the financing sources of Buyer for any portion of the debt being so provided or any commitments by any financing sources of Buyer in connection therewith (the “Debt Commitments”, Collateral and such financing sources, together with their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitments (or, if alternative financing is being used, pursuant to the commitments Seller’s consent rights with respect thereto, Purchaser may, without approval of Seller, charge or otherwise encumber its interest under this PPA for security purposes in accordance with the provisions of Section 14.1 and this Section 14.2. (B) Promptly after making any such encumbrance, Purchaser shall notify Seller in writing of the name, address, and telephone and facsimile numbers of each Lender to which Purchaser’s interest under this PPA has been encumbered. Such Notice shall include the names of the account managers or other representatives of the Lenders to whom all written and telephonic communications may be addressed. (C) After giving Seller the initial Notice under Section 14.2(B), Purchaser shall promptly give Seller Notice of any change in the “Debt Financing Sources” and each, a “Debt Financing Source”) information provided in any way relating to this Agreement the initial Notice or any of the transactions contemplated subsequent Notice. (D) If Purchaser encumbers its interest under this PPA as permitted by this AgreementSection 14.2, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees thatfollowing provisions shall apply: 1. The Parties, except as specifically set forth in provided by the Debt Commitments, all claims or causes terms of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitments or the performance thereof or the financings contemplated therebythis PPA, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles not modify or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in cancel this Agreement, (a) neither Seller nor Parent (collectively, together with any of their respective successors or assigns, the “Seller Group”) shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any member of the Seller Group for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.15), the Debt Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, the foregoing provisions, and the same shall be enforceable by each Debt Financing Source and its successors and assigns. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.5), the foregoing provisions may not be amended, supplemented or otherwise modified PPA without the prior written consent of the Debt Lender, such consent not to be unreasonably withheld, conditioned or delayed. 2. The Lender or its designees shall have the right, but not the obligation, to perform any act required to be performed by Purchaser under this PPA to prevent or cure an Event of Default with respect to Purchaser and such act performed by the Lender or its designees shall be as effective to prevent or cure an Event of Default as if done by Purchaser, provided that, if any such Lender or any such designee elects to perform any act required to be performed by Purchaser under this PPA to prevent or cure an Event of Default by Purchaser, Seller will not be deemed to have waived or relinquished any of its rights and remedies as provided in this PPA; and provided, further, that Purchaser hereby releases Seller, to the fullest extent permitted by Applicable Law, from any and all liability arising from Seller’s performance under this PPA pursuant to instructions of the Lender following an event of default with respect to Purchaser under Lender’s Financing Sources Documents. 3. Seller shall, promptly following any request by Purchaser, execute statements certifying that this PPA is unmodified (or, if modified, stating the nature of the modification), in full force and effect and the absence or their administrative agent existence (and the nature thereof), to Seller’s actual knowledge, of Events of Default hereunder by Purchaser and documents of consent to such assignment to the encumbrance and any assignment to such Lender, all in form and substance reasonably acceptable to Seller. 4. Promptly following the receipt of a written request from Purchaser or any Lender, Seller shall execute, or arrange for the delivery of, such reasonable certificates and other documents as may be reasonably necessary and appropriate in order for Purchaser to consummate any financing or refinancing of the Facility or any part thereof and enter into such reasonable agreements as may be reasonably requested by such Lender, which agreements will grant such rights to the Lender as are specifically provided for in such documents, including that (a) this PPA shall not be terminated (otherwise than pursuant to the terms of this PPA) without the consent of the Lender, which consent shall not be unreasonably withheld, conditioned, or delayed; (b) the Lender shall be given notice of, and the opportunity to cure any breach or default of this PPA by Purchaser in accordance with this PPA; (c) if the Lender forecloses, takes a deed in lieu of foreclosure, or otherwise exercises its remedies pursuant to any security documents, then (i) Seller shall, at the Lender’s request, continue to perform all of its obligations hereunder, and the Lender or (without in any way limiting any obligation or liability of the Lender) its nominee may perform in the place of Purchaser, and may assign this PPA to another Person that is a Creditworthy Entity and Qualified Operator in place of Purchaser, (ii) the Lender shall have no liability under this PPA except during the Debt Commitmentsperiod of such Lender’s ownership of the Purchaser’s Interest or operation of the Facility, and (iii) Seller shall accept performance in accordance with this PPA by the Lender or its nominee; and (d) Seller shall make such representations and warranties to the Lender as Lender may reasonably request with regard to (1) Seller’s authority to execute, deliver, and perform this PPA, (2) the binding nature on Seller of the document evidencing Seller’s consent to assignment to the Lender and this PPA, and (3) the receipt of regulatory approvals by Seller with respect to its execution and performance under this PPA. 5. Purchaser shall reimburse Seller for the out-of-pocket costs and expenses (including the fees and expenses of counsel) incurred by Seller in connection with the preparation, negotiation, or execution of any statements, certificates, agreements, or other documents required under this Section 14.2.

Lender Provisions. Notwithstanding anything Tenant may from time to time grant to its lenders ----------------- ("Lenders") a lien on and security interest in all assets and personal property of Tenant located on the contrary contained in this Agreement, each of the Parties: (a) agrees that it will not bring or support any Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the financing sources of Buyer for any portion of the debt being so provided or any commitments by any financing sources of Buyer in connection therewith (the “Debt Commitments”, and such financing sources, together with their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitments (or, if alternative financing is being used, pursuant to the commitments with respect thereto), the “Debt Financing Sources” and each, a “Debt Financing Source”) in any way relating to this Agreement or any of the transactions contemplated by this AgreementPremises, including, but not limited to, all accounts receivable, inventory, goods, machinery and equipment owned by Tenant (the Personal Property") as collateral security for the repayment of any dispute arising out of or relating in any way ----------------- indebtedness to the Debt Commitments or Lenders, (B) the performance thereof or the financings contemplated therebyLenders may, in connection with any forum foreclosure or other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt Commitments, all claims or causes of similar action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitments Personal Property, enter upon the Premises (or permit their representatives to do so on their behalf) in order to implement a foreclosure or other action without liability to you; provided, however, that (i) rent is -------- ------- paid to Landlord during occupancy by or on behalf of the performance thereof Lenders for any purpose, (ii) the Lenders pay for any damages caused by the Lenders or their representatives in removing the financings contemplated thereby, shall be exclusively governed byPersonal Property from the Premises, and construed in accordance with, (iii) the internal laws Lenders otherwise comply with the terms of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this AgreementLease, (aC) neither Seller nor Parent (collectivelyLandlord hereby agrees to subordinate any security interest, together with any of their respective successors lien, claim or assignsother similar right, the “Seller Group”) shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Debt Financing Source shall have any liability (whether in contract, in tort or otherwise) to any member of the Seller Group for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 7.15rights of levy or distraint for rent, Landlord may have in or on the Personal Property, whether arising by agreement or by law, to the liens and/or security interests in favor of the Lenders, whether currently existing or arising in the future, (D) nothing contained herein shall be construed to ▇▇▇▇▇ ▇ ▇▇▇▇ upon or security interest in any of Landlord's assets, (E) to the extent required by the terms of the Lease, Landlord consents to any grant by Tenant to any Lenders of a lien on Tenant's leasehold interest in the Lease, (F) in the event Landlord gives Tenant any notice of default or termination of the Lease (or commence any legal process relating thereto), Landlord will endeavor to simultaneously give a duplicate copy thereof to the Debt Financing Sources are intended third-party beneficiaries ofLenders but shall incur no liability due to your failure to give such notice and the failure to give such notice shall not limit your ability to exercise any remedies available to Landlord under the Lease, (G) Landlord agrees to accept performance on the part of any of the Lenders or their agents or representatives as though performed by Tenant to cure any default or condition for termination, and shall be entitled to (H) the protections of, the foregoing provisions, and the same shall be enforceable by each Debt Financing Source and its successors and assigns. Notwithstanding anything to the contrary contained in terms of this Agreement (including, without limitation, Section 7.5), the foregoing provisions paragraph may not be amendedmodified, supplemented amended or otherwise modified without terminated except in writing signed by the prior written consent of the Debt Financing Sources or their administrative agent under the Debt CommitmentsLenders.