Material Operating Agreements and Operating Permits Sample Clauses

Material Operating Agreements and Operating Permits. (a) Borrower and its Affiliates shall, at its sole cost and expense: (i) promptly and timely comply with, perform and/or observe, in all material respects, all of the terms, covenants, obligations, conditions and agreements required to be performed and observed by Borrower or such Affiliate under each Material Operating Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Material Operating Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each demand, notice of default or other material notice given or received by it or its employees, agents or contractors under, or relating in any way to a material provision of, any Material Operating Agreement; (iv) promptly and diligently enforce or secure, and not excuse, the performance and observance of all of the covenants, obligations, conditions and agreements required to be performed and/or observed by the counterparty under each Material Operating Agreement, in a commercially reasonable manner; (v) not amend, restate, replace, supplement or otherwise modify any Material Operating Agreement in any material respect, or waive any of its material rights and remedies thereunder, without the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed) in each instance; and (vi) not tender or accept a surrender or cancellation of the PH License without the prior written consent of Lender where such surrender or cancellation would adversely affect the Property or adversely affect Lender’s interest therein or Lender’s security or where such surrender or cancellation would violate the terms of any Loan Document. (b) Any request for the approval by Lender of any Material Operating Agreement or any renewal, waiver, amendment, modification or termination thereof shall be delivered to Lender in writing and shall include a copy of the proposed Material Operating Agreement or renewal, waiver, amendment, modification or termination and Lender shall so advise whether such approval is granted or denied within ten (10) Business Days after receipt of such written request. Provided that the request is accompanied by a notice, which provides in upper case bold-faced type: “THIS IS A REQUEST FOR AN APPROVAL WITH RESPECT TO A MATERIAL OPERATING AGREEMENT. IF LENDER FAILS TO RESPOND WITHIN TEN (10) BUSINESS DAYS OF THE EFFECTIVENESS OF THIS NOTICE, BORROWER S...