Common use of Lender Provisions Clause in Contracts

Lender Provisions. (A) Except as set forth in Section 15.14(B) with respect to the Collateral and 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 Eklutna Power Purchase Agreement dated as of December 28, 2018 between Chugach Electric Association, Inc. and the Municipality of Anchorage 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 information provided in the initial Notice or any subsequent Notice. (D) If Purchaser encumbers its interest under this PPA as permitted by this Section 14.2, the following provisions shall apply: 1. The Parties, except as provided by the terms of this PPA, shall not modify or cancel this PPA without the prior written consent of the 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 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 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 Eklutna Power Purchase Agreement dated as of December 28, 2018 between Chugach Electric Association, Inc. and the Municipality of Anchorage 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 period 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. (Aa) Except If, as set forth is contemplated, Owner assigns this Agreement and its rights hereunder as security to one or more of its mortgage lenders (each, a "Lender"), Owner shall promptly notify FCMI of the identity of each Lender, and FCMI will, on request, execute and deliver an amendment to this Agreement containing terms and conditions reasonably requested by a Lender, so long as such terms and conditions do not materially change, alter or increase FCMI's obligations or reduce in Section 15.14(B) with respect to the Collateral and 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 14.2any way FCMI's Management Fee hereunder. (Bb) Promptly after making any such encumbrance, Purchaser shall notify Seller in writing Upon the occurrence 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 Eklutna Power Purchase Agreement dated a Foreclosure Event (as of December 28, 2018 between Chugach Electric Association, Inc. and the Municipality of Anchorage 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(Bdefined below), Purchaser shall promptly give Seller Notice of any change in the information provided in the initial Notice or any subsequent Notice. New Owner (Das defined below) If Purchaser encumbers its interest under this PPA as permitted by this Section 14.2, the following provisions shall apply: 1. The Parties, except as provided by the terms of this PPA, shall not modify or cancel this PPA without the prior written consent of the Lender, such consent not to be unreasonably withheld, conditioned or delayed. 2. The Lender or its designees shall have the rightright to elect (i) to terminate this Agreement by written notice to FCMI effective upon not less than thirty (30) days written notice to FCMI (the "Termination Option"), but not the obligation, or (ii) to require FCMI to continue to perform any act required to be performed by Purchaser under this PPA Agreement for the benefit of New Owner (the "Attornment Option"). If New Owner elects the Termination Option, then (1) FCMI shall, notwithstanding anything in Article IV to prevent or cure an Event the (1) FCMI shall attorn to and recognize New Owner as Owner's successor hereunder, and shall promptly execute and deliver any instrument that New Owner may reasonable request to evidence such attornment, and (2) New Owner will assume all 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 Owner's obligations under this PPA to prevent or cure an Event Agreement from and after the effective date of Default by Purchasersuch assumption, Seller including, without limitation, the payment of all Management Fees due FCMI and the requirements of Article IV(b), and this Agreement will not be deemed to have waived or relinquished any thereafter continue as a direct agreement between New Owner and FCMI for the balance of its rights and remedies as provided the term of this Agreement. As used in this PPA; and providedArticle XVIII, furtherthe term "Foreclosure Event" shall mean any event (including, that Purchaser hereby releases Sellerwithout limitation, to a foreclosure action, 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 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 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 exercise of a written request from Purchaser power of sale right 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 documentswhich a Lender or its designee or assignee becomes the owner of the Shopping Center (provided that such New Owner is not affiliated, then (i) Seller shalldirectly or indirectly, at with the Lender’s request, continue to perform all of Owner or its obligations hereunderprincipals), and the Lender or term "New Owner" shall mean the entity (without in any way limiting any obligation or liability of the Lender) its Eklutna Power Purchase Agreement dated as of December 28, 2018 between Chugach Electric Association, Inc. and the Municipality of Anchorage nominee may perform in the place of Purchaser, and may assign this PPA to another Person that is either a Creditworthy Entity and Qualified Operator in place of Purchaser, (ii) the Lender shall have no liability under this PPA except during the period 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 (ddesignee or assignee) Seller shall make such representations and warranties that acquires title to the Lender as Lender may reasonably request with regard Shopping Center pursuant 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 PPAa Foreclosure Event. 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.