Common use of Cooperation with Owner Financing Clause in Contracts

Cooperation with Owner Financing. 3.8.1 Vendor shall furnish such certifications, opinions of counsel or other assistance related to: (i) Vendor’s corporate authorization to undertake the obligations set forth in this Agreement; or (ii) any effort to certify or determine whether the construction of the Project has begun for purposes of any effort to apply for or receive a cash grant under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009, as may be reasonably requested by any Lender, in accordance with usual and customary financial practice for Lender’s sole use in connection with any financing or refinancing of the Project; provided, however, that the provision of this information shall not in any manner modify Vendor’s rights or obligations under any other provision of this Agreement. 3.8.2 The Parties agree to cooperate in good faith with each other concerning any reasonable amendment or addition to this Agreement sought by any Lender in connection with financing or refinancing the Project. Vendor shall enter into a direct agreement or consent to assignment with the Lender(s), as may be reasonably required for financing, on terms reasonably acceptable to Vendor. Notwithstanding the foregoing, under no circumstances shall Vendor be obligated to enter into any amendment and modification of this Agreement, or any separate agreement between Vendor and any Lender, if any such amendment or modification materially: (i) reduces Vendor’s rights as set forth in this Agreement; (ii) increases Vendor’s cost or risk to perform the Scope of Work; or (iii) reallocates to Vendor any risks or obligations that are allocated to Owner under this Agreement, unless Vendor receives an equitable adjustment to the Contract Price and/or Work Schedule, and other affected terms and conditions of this Agreement, acceptable to Vendor, as applicable.

Cooperation with Owner Financing. 3.8.1 Vendor (a) Contractor shall furnish such certifications, opinions of counsel or other assistance related to: promptly provide to Owner (i) Vendor’s corporate authorization all cooperation that Owner reasonably requests to undertake the obligations set forth in this Agreement; make presentations to potential Financial Institutions and their consultants and representatives and to respond to any questions or requirements asked or imposed by any Financial Institutions, including any requests for financial information relating to Contractor, and (ii) all cooperation that Owner reasonably requests with respect to the Financial Institutions and their consultants and representatives, including developing and providing information regarding the Project (if available to Contractor) and this Agreement. Contractor shall provide the Financial Institutions with reasonable access to, and will permit them to review, the Documentation. In addition, Contractor shall provide the Financial Institutions with (A) the right to receive and render performance and to give reasonable time to cure defaults by Owner, on behalf of Owner, under this Agreement, (B) reasonable access to the Site and any effort to certify other location where Services, including testing, are performed for the purposes of inspecting the Equipment and the Owner Equipment, provided that any such inspection does not unreasonably interfere with or determine whether the construction delay Contractor’s performance of the Project has begun for purposes of Services and (C) such access to documentation in relation to this Agreement or the Work at such times as Owner shall reasonably request. For any effort to apply for or receive a cash grant under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009, as may be reasonably requested additional time required by any LenderFinancial Institution to cure any defaults of Owner hereunder, which defaults interfere in Contractor’s ability to perform the Services, Contractor shall be entitled to an equitable adjustment in the Schedule in accordance with usual and customary financial practice for Lender’s sole use in connection with any financing or refinancing of Article 8. (b) Contractor hereby consents to the Project; provided, however, that the provision collateral assignment of this information shall not in any manner modify Vendor’s rights or obligations under any other provision of this Agreement. 3.8.2 The Parties agree Agreement to cooperate in good faith with each other concerning any reasonable amendment or addition to this Agreement sought by any Lender in connection with financing or refinancing the ProjectFinancial Institutions. Vendor Contractor also shall enter into a direct agreement or consent to assignment with the Lender(s), as may be reasonably required for Financial Institutions regarding this Agreement which shall contain provisions that are typically provided to financial institutions in similar project financing, on terms reasonably acceptable including the right to Vendor. Notwithstanding the foregoing, render and receive performance under no circumstances shall Vendor be obligated to enter into any amendment and modification of this Agreement, or any separate agreement between Vendor and any Lender, if any such amendment or modification materially: (i) reduces Vendor’s rights as set forth in this Agreement; (ii) increases Vendor’s cost or risk to perform giving the Scope Financial Institutions copies of Work; or (iii) reallocates to Vendor any risks or obligations that are allocated notices delivered to Owner under this Agreement. Owner will be entitled to assign, unless Vendor receives an equitable adjustment and Contractor shall ensure that the relevant instruments permit the assignment of, the benefit of any parental guarantee, Standby Letter of Credit or other financial instrument at any time to the Contract Price and/or Work ScheduleFinancial Institutions without the consent of Contractor or the issuer of such parental guarantee, and Standby Letter of Credit or other affected terms and conditions of this Agreement, acceptable to Vendor, as applicablefinancial instrument being required.