Common use of Financing Party’s Default Rights Clause in Contracts

Financing Party’s Default Rights. ▇▇▇▇▇’s consent to collateral assignment may contain the following provisions: i. The Financing Party, as collateral assignee, shall be entitled to exercise, in the place and stead of Seller, any and all rights and remedies of Seller under this Agreement in accordance with the terms of this Agreement. ii. Buyer will not exercise any right to terminate or suspend this Agreement unless it shall have given each Financing Party prior written notice of its intent to terminate or suspend this Agreement, as required by this Agreement, specifying the condition giving rise to such right, and the Financing Party shall not have caused to be cured the condition giving rise to the right of termination or suspension within sixty (60) days after such notice or (if longer) the periods provided for in this Agreement; provided that if such Seller default reasonably cannot be cured by the Financing Party within such period and such party commences and continuously pursues cure of such default within such period, such period for cure will be extended for a reasonable period of time under the circumstances, such period not to be less than an additional sixty (60) days. The Parties’ respective obligations will otherwise remain in effect during any cure period. iii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Seller hereunder or cause to be cured any default of Seller hereunder in the time and manner provided by the terms of this Agreement. Unless the Financing Party has succeeded to Seller’s interests under this Agreement, nothing herein requires the Financing Party to cure any default of Seller under this Agreement or to perform any act, duty or obligation of Seller under this Agreement, but Buyer may give it the option to do so within the terms and time periods required by this Agreement. iv. Buyer may agree that if a Financing Party notifies Buyer in writing that an event of default under Seller’s financing arrangement has occurred and is continuing and that the Financing Party has elected to take an enforcement action or otherwise exercise remedies with respect to the Project and/or the replacement of the Seller under this Agreement (an “Enforcement Action”), then, provided that the Enforcement Conditions are satisfied, (1) the Qualified Assignee that acquires the Project through such Enforcement Action shall be substituted for the then named Seller under this Agreement and (2) Buyer may recognize such Qualified Assignee as its counterparty under this Agreement and will continue to perform its obligations under this Agreement in favor of the Qualified Assignee. v. Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Seller under the Bankruptcy Code, at the request of Financing Party made within sixty (60) days of such termination or rejection, Buyer may enter into a new agreement with a Qualified Assignee having substantially the same terms and conditions as this Agreement solely on the condition that before or at the time of entering into such new agreement the Qualified Assignee cures all defaults then existing under this Agreement which are capable of being cured.

Financing Party’s Default Rights. ▇▇▇▇▇’s consent to collateral assignment may contain If Operator defaults under the financing documents with the Financing Party, the following provisionsprovisions apply: i. A. The Financing Party, as collateral assigneethrough its Security Interest, shall will be entitled to exercise, in exercise any of Operator’s rights and remedies under the place and stead of Seller, any and Agreement. The Financing Party will also be entitled to exercise all rights and remedies of Seller under this secured parties generally with respect to the Agreement in accordance with and the terms of this AgreementSystem. ii. Buyer will not exercise any right to terminate or suspend this Agreement unless it shall have given each Financing Party prior written notice of its intent to terminate or suspend this Agreement, as required by this Agreement, specifying the condition giving rise to such right, and the Financing Party shall not have caused to be cured the condition giving rise to the right of termination or suspension within sixty (60) days after such notice or (if longer) the periods provided for in this Agreement; provided that if such Seller default reasonably cannot be cured by the Financing Party within such period and such party commences and continuously pursues cure of such default within such period, such period for cure will be extended for a reasonable period of time under the circumstances, such period not to be less than an additional sixty (60) days. The Parties’ respective obligations will otherwise remain in effect during any cure period. iii. B. The Financing Party shall will have the right, but not the obligationobligations, to pay all sums due from Operator under this the Agreement and to perform any other act, duty duty, or obligation required of Seller hereunder or cause Operator, and to be cured cure any default of Seller hereunder by Operator in the time and manner provided by the terms of this the Agreement. Unless the Financing Party has succeeded to Seller’s interests under this Agreement, nothing herein Nothing requires the Financing Party to cure any default of Seller by Operator (an “Operator Default”) under this Agreement or the Agreement, to perform any act, duty or obligation of Seller Operator under this the Agreement, unless the Financing Party has succeeded to Operator’s rights under the Agreement, but Buyer may give it Subscriber hereby gives Financing Party the option to do so within the terms and time periods required by this Agreementso. iv. Buyer may agree that if a Financing Party notifies Buyer in writing that an event of default under Seller’s financing arrangement has occurred and is continuing and that C. If the Financing Party has elected exercises its remedies under the Security Interest in the System, including any sale by the Financing Party, whether by judicial proceeding or under any power of sale, or any conveyance from Operator to take an enforcement action Financing Party (or otherwise exercise remedies with respect to its assignee) in lieu of sale, the Project and/or the replacement Financing Party will give Subscriber notice of the Seller transfer or assignment of the Agreement. If Financing Party exercises these remedies, it will not constitute a default under this Agreement (an “Enforcement Action”)the Agreement, then, provided that the Enforcement Conditions are satisfied, (1) the Qualified Assignee that acquires the Project through such Enforcement Action shall be substituted for the then named Seller under this Agreement and (2) Buyer may recognize such Qualified Assignee as its counterparty under this Agreement and will continue to perform its obligations under this Agreement in favor of the Qualified Assigneenot require Subscriber consent. v. D. Upon any rejection or other termination of this the Agreement pursuant to under any process undertaken with respect to Seller Operator under the United States Bankruptcy Code, at the request of Financing Party made within sixty (60) days of such termination or rejection, Buyer may Subscriber agrees to enter into a new agreement with a Qualified Assignee having Financing Party or its assignee under substantially the same terms as the Agreement if Financing Party so requests within ninety (90) days of the termination or rejection of the Agreement. E. At Operator’s request, ▇▇▇▇▇▇▇▇▇▇ agrees to execute and conditions deliver to Financing Party and Operator such acknowledgment consent as this Agreement solely on may be required by Financing Party and in which Subscriber acknowledges and confirms that the condition legal and beneficial ownership of the System remains in Operator, or its affiliate, and that before the System is the property of Operator, or at the time of entering into such new agreement the Qualified Assignee cures all defaults then existing under this Agreement which are capable of being curedits affiliate.