Common use of Recourse During Construction Clause in Contracts

Recourse During Construction. During the Construction Period, the Capital Provider shall have full recourse against the Property Owner for any and all amounts due hereunder, together with interest at the default rate and costs of collection, including reasonable attorneys’ fees and costs incurred by the Capital Provider in the exercise of its remedies upon an Event of Default by the Property Owner hereunder. The nonrecourse provisions of Section 5.03 of the Agreement shall not: (i) constitute a waiver, release, limitation, or impairment of any obligation evidenced or secured by any of the C-PACE Transaction Documents; (ii) impair the right of the Capital Provider to name Property Owner or other party as a party defendant in any action or suit to enforce its rights, powers, and remedies upon the occurrence of an Event of Default; or (iii) constitute a prohibition against the Capital Provider to commence any appropriate action or proceeding in order for the Capital Provider to exercise its remedies against all or any portion of the collateral securing the C-PACE Financing. Notwithstanding the foregoing, the limitation on recourse liability provided above SHALL BECOME NULL AND VOID, SHALL BE OF NO FURTHER FORCE AND EFFECT, AND THE PROPERTY OWNER SHALL BE FULLY LIABLE FOR THE FULL PAYMENT AND PERFORMANCE HEREUNDER, INCLUDING THE FULL AMOUNT OF THE OUTSTANDING BALANCE OF THE C-PACE FINANCING, TOGETHER WITH ALL ACCRUED INTEREST (INCLUDING DEFAULT INTEREST AND COSTS OF COLLECTION, INCLUDING REASONABLE ATTORNEYS FEES AND COSTS) AND ALL SUMS ADVANCED BY THE CAPITAL PROVIDER PURSUANT TO THE TRANSACTION DOCUMENTS, IF: An Insolvency Event has occurred with respect to the Property Owner; the Property Owner commences any legal proceeding against the Capital Provider or the City seeking to recover damages or other affirmative recovery against the Capital Provider or the City, including any proceeding asserting claims based on any theory of lender liability; or contests or in any way interferes, directly or indirectly, with (A) any foreclosure action, other action or proceeding to exercise remedies hereunder; or (B) any other enforcement of the Capital Provider’s rights, powers, and remedies under any of the Transaction Documents; or fraud or material misrepresentation of the Property Owner made in or in connection with the C-PACE Financing or Transaction Documents. SCHEDULE OF FINANCING TERMS – AMORTIZATION SCHEDULE [SEE ATTACHED] EXHIBIT A PROPERTY DESCRIPTION [SEE ATTACHED] EXHIBIT B PROPOSED ENERGY EFFICIENCY IMPROVEMENTS [SEE ATTACHED] EXHIBIT C FORM OF COMPLETION CERTIFICATE All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them under that certain ASSESSMENT AND FINANCING AGREEMENT (the “Agreement”) dated as of [INSERT DATE], between [INSERT PROPERTY OWNER’S NAME], a [INSERT TYPE OF BUSINESS ENTITY] organized under the laws of the state of [INSERT] [IF FOREIGN ENTITY ADD AND AUTHORIZED TO DO BUSINESS IN NEVADA] (the “Property Owner”), [INSERT CAPITAL PROVIDERS NAME] organized under the laws of the state of [INSERT] [IF FOREIGN ENTITY ADD AND AUTHORIZED TO DO BUSINESS IN NEVADA], (together with its assigns, nominees and/or designees, the (the “Capital Provider”) and the CITY OF XXXXXXXXX (the “City”), a Nevada municipal corporation. In accordance with the Agreement, the Property Owner hereby certifies to the Capital Provider that, effective as of [INSERT DATE] (the “Effective Date”):

Recourse During Construction. During the Construction Period, the Capital Provider shall have full recourse against the Property Owner for any and all amounts due hereunder, together with interest at the default rate and costs of collection, including reasonable attorneys’ fees and costs incurred by the Capital Provider in the exercise of its remedies upon an Event of Default by the Property Owner hereunder. The nonrecourse provisions of Section 5.03 of the Agreement shall not: (i) constitute a waiver, release, limitation, or impairment of any obligation evidenced or secured by any of the C-PACE Transaction Documents; (ii) impair the right of the Capital Provider to name Property Owner or other party as a party defendant in any action or suit to enforce its rights, powers, and remedies upon the occurrence of an Event of Default; or (iii) constitute a prohibition against the Capital Provider to commence any appropriate action or proceeding in order for the Capital Provider to exercise its remedies against all or any portion of the collateral securing the C-PACE Financing. Notwithstanding the foregoing, the limitation on recourse liability provided above SHALL BECOME NULL AND VOID, SHALL BE OF NO FURTHER FORCE AND EFFECT, AND THE PROPERTY OWNER SHALL BE FULLY LIABLE FOR THE FULL PAYMENT AND PERFORMANCE HEREUNDER, INCLUDING THE FULL AMOUNT OF THE OUTSTANDING BALANCE OF THE C-PACE FINANCING, TOGETHER WITH ALL ACCRUED INTEREST (INCLUDING DEFAULT INTEREST AND COSTS OF COLLECTION, INCLUDING REASONABLE ATTORNEYS FEES AND COSTS) AND ALL SUMS ADVANCED BY THE CAPITAL PROVIDER PURSUANT TO THE TRANSACTION DOCUMENTS, IF: An Insolvency Event has occurred with respect to the Property Owner; the Property Owner commences any legal proceeding against the Capital Provider or the City seeking to recover damages or other affirmative recovery against the Capital Provider or the City, including any proceeding asserting claims based on any theory of lender liability; or contests or in any way interferes, directly or indirectly, with (A) any foreclosure action, other action or proceeding to exercise remedies hereunder; or (B) any other enforcement of the Capital Provider’s rights, powers, and remedies under any of the Transaction Documents; or fraud or material misrepresentation of the Property Owner made in or in connection with the C-PACE Financing or Transaction Documents. SCHEDULE OF FINANCING TERMS – AMORTIZATION SCHEDULE [SEE ATTACHED] EXHIBIT A PROPERTY DESCRIPTION [SEE ATTACHED] EXHIBIT B PROPOSED ENERGY EFFICIENCY IMPROVEMENTS [SEE ATTACHED] EXHIBIT C FORM OF COMPLETION CERTIFICATE All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them under that certain ASSESSMENT AND FINANCING AGREEMENT (the “Agreement”) dated as of [INSERT DATE], between [INSERT PROPERTY OWNER’S NAME], a [INSERT TYPE OF BUSINESS ENTITY] organized under the laws of the state of [INSERT] [IF FOREIGN ENTITY ADD AND AUTHORIZED TO DO BUSINESS IN NEVADA] (the “Property Owner”), [INSERT CAPITAL PROVIDERS NAME] organized under the laws of the state of [INSERT] [IF FOREIGN ENTITY ADD AND AUTHORIZED TO DO BUSINESS IN NEVADA], (together with its assigns, nominees and/or designees, the (the “Capital Provider”) and the CITY OF XXXXXXXXX LAS VEGAS (the “City”), a Nevada municipal corporation. In accordance with the Agreement, the Property Owner hereby certifies to the Capital Provider that, effective as of [INSERT DATE] (the “Effective Date”):

Recourse During Construction. During the Construction Period, the Capital Provider shall have full recourse against the Property Owner for any and all amounts due hereunder, together with interest at the default rate and costs of collection, including reasonable attorneys’ fees and costs incurred by the Capital Provider in the exercise of its remedies upon an Event of Default by the Property Owner hereunder. The nonrecourse provisions of Section 5.03 of the Agreement shall not: (i) constitute a waiver, release, limitation, or impairment of any obligation evidenced or secured by any of the C-PACE CoPACE Transaction Documents; (ii) impair the right of the Capital Provider to name Property Owner or other party as a party defendant in any action or suit to enforce its rights, powers, and remedies upon the occurrence of an Event of Default; or (iii) constitute a prohibition against the Capital Provider to commence any appropriate action or proceeding in order for the Capital Provider to exercise its remedies against all or any portion of the collateral securing the C-PACE CoPACE Financing. Notwithstanding the foregoing, the limitation on recourse liability provided above SHALL BECOME NULL AND VOID, SHALL BE OF NO FURTHER FORCE AND EFFECT, AND THE PROPERTY OWNER SHALL BE FULLY LIABLE FOR THE FULL PAYMENT AND PERFORMANCE HEREUNDER, INCLUDING THE FULL AMOUNT OF THE OUTSTANDING BALANCE OF THE C-PACE COPACE FINANCING, TOGETHER WITH ALL ACCRUED INTEREST (INCLUDING DEFAULT INTEREST AND COSTS OF COLLECTION, INCLUDING REASONABLE ATTORNEYS FEES AND COSTS) AND ALL SUMS ADVANCED BY THE CAPITAL PROVIDER PURSUANT TO THE TRANSACTION DOCUMENTS, IF: An Insolvency Event has occurred with respect to the Property Owner; the Property Owner commences any legal proceeding against the Capital Provider or the City seeking to recover damages or other affirmative recovery against the Capital Provider or the City, including any proceeding asserting claims based on any theory of lender liability; or contests or in any way interferes, directly or indirectly, with (A) any foreclosure action, other action or proceeding to exercise remedies hereunder; or (B) any other enforcement of the Capital Provider’s rights, powers, and remedies under any of the Transaction Documents; or fraud or material misrepresentation of the Property Owner made in or in connection with the C-PACE Financing or Transaction Documents. SCHEDULE OF FINANCING TERMS – AMORTIZATION SCHEDULE [SEE ATTACHED] EXHIBIT A PROPERTY DESCRIPTION [SEE ATTACHED] EXHIBIT B PROPOSED ENERGY EFFICIENCY IMPROVEMENTS [SEE ATTACHED] EXHIBIT C FORM OF COMPLETION CERTIFICATE All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them under that certain ASSESSMENT AND FINANCING AGREEMENT (the “Agreement”) dated as of [INSERT DATE], between [INSERT PROPERTY OWNER’S NAME], a [INSERT TYPE OF BUSINESS ENTITY] organized under the laws of the state of [INSERT] [IF FOREIGN ENTITY ADD AND AUTHORIZED TO DO BUSINESS IN NEVADA] (the “Property Owner”), [INSERT CAPITAL PROVIDERS NAME] organized under the laws of the state of [INSERT] [IF FOREIGN ENTITY ADD AND AUTHORIZED TO DO BUSINESS IN NEVADA], (together with its assigns, nominees and/or designees, the (the “Capital Provider”) and the CITY OF XXXXXXXXX (the “City”), a Nevada municipal corporation. In accordance with the Agreement, the Property Owner hereby certifies to the Capital Provider that, effective as of [INSERT DATE] (the “Effective Date”)::

Recourse During Construction. During the Construction Period, the Capital Provider shall have full recourse against the Property Owner for any and all amounts due hereunder, together with interest at the default rate and costs of collection, including reasonable attorneys’ fees and costs incurred by the Capital Provider in the exercise of its remedies upon an Event of Default by the Property Owner hereunder. The nonrecourse provisions of Section 5.03 of the Agreement shall not: (i) constitute a waiver, release, limitation, or impairment of any obligation evidenced or secured by any of the C-PACE Transaction Documents; (ii) impair the right of the Capital Provider to name Property Owner or other party as a party defendant in any action or suit to enforce its rights, powers, and remedies upon the occurrence of an Event of Default; or (iii) constitute a prohibition against the Capital Provider to commence any appropriate action or proceeding in order for the Capital Provider to exercise its remedies against all or any portion of the collateral securing the C-PACE Financing. Notwithstanding the foregoing, the limitation on recourse liability provided above SHALL BECOME NULL AND VOID, SHALL BE OF NO FURTHER FORCE AND EFFECT, AND THE PROPERTY OWNER SHALL BE FULLY LIABLE FOR THE FULL PAYMENT AND PERFORMANCE HEREUNDER, INCLUDING THE FULL AMOUNT OF THE OUTSTANDING BALANCE OF THE C-PACE FINANCING, TOGETHER WITH ALL ACCRUED INTEREST (INCLUDING DEFAULT INTEREST AND COSTS OF COLLECTION, INCLUDING REASONABLE ATTORNEYS FEES AND COSTS) AND ALL SUMS ADVANCED BY THE CAPITAL PROVIDER PURSUANT TO THE TRANSACTION DOCUMENTS, IF: An Insolvency Event has occurred with respect to the Property Owner; the Property Owner commences any legal proceeding against the Capital Provider or the City seeking to recover damages or other affirmative recovery against the Capital Provider or the City, including any proceeding asserting claims based on any theory of lender liability; or contests or in any way interferes, directly or indirectly, with (A) any foreclosure action, other action or proceeding to exercise remedies hereunder; or (B) any other enforcement of the Capital Provider’s rights, powers, and remedies under any of the Transaction Documents; or fraud or material misrepresentation of the Property Owner made in or in connection with the C-PACE Financing or Transaction Documents. SCHEDULE OF FINANCING TERMS – AMORTIZATION SCHEDULE [SEE ATTACHED] EXHIBIT A PROPERTY DESCRIPTION [SEE ATTACHED] EXHIBIT B PROPOSED ENERGY EFFICIENCY IMPROVEMENTS [SEE ATTACHED] EXHIBIT C FORM OF COMPLETION CERTIFICATE All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them under that certain ASSESSMENT AND FINANCING AGREEMENT (the “Agreement”) dated as of [INSERT DATE], between [INSERT PROPERTY OWNER’S NAME], a [INSERT TYPE OF BUSINESS ENTITY] organized under the laws of the state of [INSERT] [IF FOREIGN ENTITY ADD AND AUTHORIZED TO DO BUSINESS IN NEVADA] (the “Property Owner”), [INSERT CAPITAL PROVIDERS NAME] organized under the laws of the state of [INSERT] [IF FOREIGN ENTITY ADD AND AUTHORIZED TO DO BUSINESS IN NEVADA], (together with its assigns, nominees and/or designees, the (the “Capital Provider”) and the CITY OF XXXXXXXXX RENO (the “City”), a Nevada municipal corporation. In accordance with the Agreement, the Property Owner hereby certifies to the Capital Provider that, effective as of [INSERT DATE] (the “Effective Date”):

Recourse During Construction. During the Construction Period, the Capital Provider shall have full recourse against the Property Owner for any and all amounts due hereunder, together with interest at the default rate and costs of collection, including reasonable attorneys’ fees and costs incurred by the Capital Provider in the exercise of its remedies upon an Event of Default by the Property Owner hereunder. The nonrecourse provisions of Section 5.03 of the Agreement shall not: (i) constitute a waiver, release, limitation, or impairment of any obligation evidenced or secured by any of the C-PACE Transaction Documents; (ii) impair the right of the Capital Provider to name Property Owner or other party as a party defendant in any action or suit to enforce its rights, powers, and remedies upon the occurrence of an Event of Default; or (iii) constitute a prohibition against the Capital Provider to commence any appropriate action or proceeding in order for the Capital Provider to exercise its remedies against all or any portion of the collateral securing the C-PACE Financing. Notwithstanding the foregoing, the limitation on recourse liability provided above SHALL BECOME NULL AND VOID, SHALL BE OF NO FURTHER FORCE AND EFFECT, AND THE PROPERTY OWNER SHALL BE FULLY LIABLE FOR THE FULL PAYMENT AND PERFORMANCE HEREUNDER, INCLUDING THE FULL AMOUNT OF THE OUTSTANDING BALANCE OF THE C-PACE FINANCING, TOGETHER WITH ALL ACCRUED INTEREST (INCLUDING DEFAULT INTEREST AND COSTS OF COLLECTION, INCLUDING REASONABLE ATTORNEYS FEES AND COSTS) AND ALL SUMS ADVANCED BY THE CAPITAL PROVIDER PURSUANT TO THE TRANSACTION DOCUMENTS, IF: An Insolvency Event has occurred with respect to the Property Owner; the Property Owner commences any legal proceeding against the Capital Provider or the City seeking to recover damages or other affirmative recovery against the Capital Provider or the City, including any proceeding asserting claims based on any theory of lender liability; or contests or in any way interferes, directly or indirectly, with (A) any foreclosure action, other action or proceeding to exercise remedies hereunder; or (B) any other enforcement of the Capital Provider’s rights, powers, and remedies under any of the Transaction Documents; or fraud or material misrepresentation of the Property Owner made in or in connection with the C-PACE Financing or Transaction Documents. SCHEDULE OF FINANCING TERMS – AMORTIZATION SCHEDULE [SEE ATTACHED] EXHIBIT A PROPERTY DESCRIPTION [SEE ATTACHED] EXHIBIT B PROPOSED ENERGY EFFICIENCY IMPROVEMENTS [SEE ATTACHED] EXHIBIT C FORM OF COMPLETION CERTIFICATE All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them under that certain ASSESSMENT AND FINANCING AGREEMENT (the “Agreement”) dated as of [INSERT DATE], between [INSERT PROPERTY OWNER’S NAME], a [INSERT TYPE OF BUSINESS ENTITY] organized under the laws of the state of [INSERT] [IF FOREIGN ENTITY ADD AND AUTHORIZED TO DO BUSINESS IN NEVADA] (the “Property Owner”), [INSERT CAPITAL PROVIDERS NAME] organized under the laws of the state of [INSERT] [IF FOREIGN ENTITY ADD AND AUTHORIZED TO DO BUSINESS IN NEVADA], (together with its assigns, nominees and/or designees, the (the “Capital Provider”) and the CITY OF XXXXXXXXX FERNLEY (the “City”), a Nevada municipal corporation. In accordance with the Agreement, the Property Owner hereby certifies to the Capital Provider that, effective as of [INSERT DATE] (the “Effective Date”):