Common use of Mortgage Protective Provisions Clause in Contracts

Mortgage Protective Provisions. The following shall apply to each Mortgage: (a) Upon (i) the occurrence and during the continuance of any default by the Supplier or the Owner under the Fiber Supply Agreement, (ii) any event that would allow MW or the Parent to exercise remedies under the Fiber Supply Agreement or (iii) any event that would allow MW to accept assignment of the Supplier’s rights under the Master Stumpage Agreement, MW shall provide the Lenders with immediate written notice (a “Default Notice”) thereof; provided, that the obligation of MW to provide any Default Notice shall not arise until MW has, or should have had (with the exercise of reasonable business due diligence), actual notice of any of the items specified in Section 1.2 (a) (i), (ii), or (iii) above. No Default Notice shall be effective unless and until a copy of the Default Notice is provided to the Lenders in accordance with the provisions of Section 2.2. (b) After receipt by the Lenders of a Default Notice, the Lenders shall have the right, in their sole discretion, but not the obligation, for a period (the “Cure Period”) of 180 days following the Lenders’ receipt of the Default Notice, to cure the default specified in the Default Notice within such time as the Lenders, through the exercise of reasonable diligence, may reasonably require to cure or cause to be cured such default, including any time required to obtain possession of and title to the interest in the Timberlands by foreclosure or otherwise. During the Cure Period, MW shall not be permitted to terminate the Fiber Supply Agreement, but shall be permitted to exercise any other right or remedy available to it under the Fiber Supply Agreement, including the rights and remedies set forth in Section 7.2 of the Fiber Supply Agreement. If during a Cure Period (i) MW exercises its right under Section 7.2 of the Fiber Supply Agreement to cause the Supplier’s rights, interests and obligations in and under the Master Stumpage Agreement to be assigned to it and (ii) the Lenders cure the default specified in the applicable Default Notice on or prior to the expiration of the Cure Period, MW shall assign such Section 7.2 rights, interests and obligations to the Lenders or their designee, which may, at the sole election of the Lenders, be the Supplier. MW shall accept performance and enforcement of the Supplier’s obligations and rights under the Fiber Supply Agreement by the Lenders and their assigns and designees. (c) In the event of (i) the institution of any foreclosure, trustee’s sale or other like proceeding, (ii) the appointment of a receiver for the Supplier or the Timberlands, (iii) the exercise of rights to collect rents under any Mortgage or assignment of rents, (iv) the recording by any Lender of a deed in lieu of foreclosure for the Timberlands or (v) any transfer or abandonment of possession of the Timberlands to a Lender in connection with any case or proceedings affecting the Supplier under the Bankruptcy Code, 11 U.S.C. § 101 et seq. (any such action in the preceding clauses is herein called a “Specified Transfer”, and the Lender or any party taking title to the Timberlands in connection with a Specified Transfer is herein called the “Transferee”), upon any such Transferee succeeding to the interest of the Supplier under the Fiber Supply Agreement, MW shall attorn to the Transferee and recognize it as the applicable party under the Fiber Supply Agreement for its remaining term. (d) In no event shall any Lender or any Transferee have any liability with respect to, or be subject to, any of the following: (i) any amendment, modification, termination or subordination of the Fiber Supply Agreement to which the Lender has not given its prior written consent; (ii) any prepayment made by MW under the Fiber Supply Agreement; (iii) any default under the Fiber Supply Agreement that occurred prior to the Transferee’s obtaining title to an interest in the Timberlands, except to the extent said default continues thereafter; (iv) any such default that is impossible or impractical for Lenders or the Transferee to cure; and (v) any offsets or defenses that MW or the Parent may assert against Wxxxx Timberland or the Supplier as a result of any events, actions, or omissions that occurred prior to the Transferee’s obtaining title to an interest in the Timberlands. MW and the Parent hereby jointly and severally agree to execute and deliver such instruments and agreements as may be reasonably requested by any Lender to confirm the provisions of this Agreement. Notwithstanding anything to the contrary appearing in this Agreement, nothing in this Agreement, including, without limitation, the provisions of this Section 1.2(d), shall limit the recourse of MW and Parent against, or the obligations to MW or Parent of, Supplier, Owner or their respective successors and assigns.

Mortgage Protective Provisions. The following shall apply to each any Mortgage: (a) Upon (i) the occurrence and during the continuance of any default by the Supplier or the Owner under the Fiber Supply Master Stumpage Agreement, or (ii) any event that would allow MW MW, the Parent, or the Parent Supplier to exercise remedies under the Fiber Supply Agreement or (iii) any event that would allow MW to accept assignment of the Supplier’s rights under the Master Stumpage Agreement, both MW and the Supplier shall provide the Lenders with immediate written notice (a “Default Notice”) thereof; provided, that the obligation of MW or the Supplier to provide any Default Notice shall not arise until MW or the Supplier has, or should have had (with the exercise of reasonable business due diligence), actual notice of any of the items specified in Section 1.2 (a) (i), ) or (ii), or (iii) above. No Default Notice shall be effective unless and until a copy of the Default Notice is provided to the Lenders in accordance with the provisions of Section 2.2. (b) After receipt by the Lenders of a Default Notice, the Lenders shall have the right, in their sole discretion, but not the obligation, for a period (the “Cure Period”) of 180 days following the Lenders’ receipt of the Default Notice, to cure the default specified in the Default Notice within such time as the Lenders, through the exercise of reasonable diligence, may reasonably require to cure or cause to be cured such default, including any time required to obtain possession of and title to the interest in the Timberlands by foreclosure or otherwise. During the Cure Period, neither MW nor the Supplier shall not be permitted to terminate the Fiber Supply Master Stumpage Agreement, but nor shall MW be permitted to exercise any other right its cure or remedy available to it under the Fiber Supply Agreement, including the collateral assignment rights and remedies set forth in Section 7.2 of the Fiber Supply Agreement. If during a Cure Period (i) MW exercises its right under Section 7.2 of the Fiber Supply Agreement to cause the Supplier’s rights, interests and obligations in and under the Master Stumpage Agreement to be assigned to it and (ii) the Lenders cure the default specified in the applicable Default Notice on or prior to the expiration of the Cure Period, MW shall assign such Section 7.2 rights, interests and obligations to the Lenders or their designee, which may, at the sole election of the Lenders, be the SupplierAgreement. MW and the Supplier shall accept performance and enforcement of the SupplierOwner’s obligations and rights under the Fiber Supply Master Stumpage Agreement by the Lenders and their assigns and designees. (c) In the event of (i) the institution of any foreclosure, trustee’s sale or other like proceeding, (ii) the appointment of a receiver for the Supplier Owner or the Timberlands, (iii) the exercise of rights to collect rents under any Mortgage or assignment of rents, (iv) the recording by any Lender of a deed in lieu of foreclosure for the Timberlands Timberlands, or (v) any transfer or abandonment of possession of the Timberlands to a Lender in connection with any case or proceedings affecting the Supplier under the Bankruptcy Code, 11 U.S.C. § 101 et seq. (any such action in the preceding clauses is herein called a “Specified Transfer”, and the Lender or any party taking title to the Timberlands in connection with a Specified Transfer is herein called the “Transferee”), upon any such Transferee succeeding to the interest of the Supplier Owner under the Fiber Supply Master Stumpage Agreement, MW and the Supplier shall attorn to the Transferee and recognize it as the applicable party under the Fiber Supply Master Stumpage Agreement for its remaining term. (d) In no event shall any Lender or any Transferee have any liability with respect to, or be subject to, any of the following: (i) any amendment, modification, termination or subordination of the Fiber Supply Master Stumpage Agreement to which the Lender has not given its prior written consent; (ii) any prepayment made by MW MW, the Parent, or the Supplier under the Fiber Supply Master Stumpage Agreement; (iii) any default under the Fiber Supply Master Stumpage Agreement that occurred prior to the Transferee’s obtaining title to an interest in the Timberlands, except to the extent said default continues thereafter; (iv) any such default that is impossible or impractical for Lenders or the Transferee to cure; and (v) any offsets or defenses that MW MW, the Parent or the Parent Supplier may assert against Wxxxx Timberland or the Supplier Owner as a result of any events, actions, or omissions that occurred prior to the Transferee’s obtaining title to an interest in the Timberlands. MW MW, the Parent and the Parent Supplier hereby jointly and severally agree to execute and deliver such instruments and agreements as may be reasonably requested by any Lender to confirm the provisions of this Agreement. Notwithstanding anything to the contrary appearing in this Agreement, nothing in this Agreement, including, without limitation, the provisions of this Section 1.2(d), shall limit the recourse of MW and Parent against, or the obligations to MW or Parent of, Supplier, Owner or their respective successors and assigns.