Seller Collateral Requirements. (a) On or prior to the Commercial Operation Date, or in the event that the Commercial Operation Date is within sixty (60) days following the Effective Date, then within sixty (60) days following the Commercial Operation Date of the Unit, Seller shall execute in favor of and deliver to Buyer a deed of trust or collateral assignment of lease with respect to the Unit (in either case, a “Security Agreement”), which secures the payment obligations of Seller to Buyer hereunder so as provide a first lien on the Unit, except as provided below (the “Secured Obligations”). The Security Agreement shall be in a form reasonably acceptable to Buyer and shall provide Buyer, among other rights, (i) a right to receive notices of default from secured lenders and parties with an assigned interest in the Secured Obligations, (ii) in the case of an Event of Default by Seller hereunder with respect to the Secured Obligations, the right to step in and cure defaults of the Seller to the senior lender and if such right is exercised by the Buyer then a right to step in and operate the Project. The rights of Buyer thereunder shall at all times be subject and subordinate to, as the case may be, either (i) the rights and interests of the Unit lessor, in the case of a collateral assignment of a Unit lease (a “Unit Lease”), or (ii) in the case of a deed of trust, the rights and interests of any beneficiary under any prior or senior deed of trust or other security interest (a “Senior Lien”) executed or to be executed by Seller in favor of any person or persons (a “Senior Lender”) providing construction and/or term financing for the Unit, including any renewal, refinancing, modification or extension thereof (a “Project Financing”). (b) At any time that a Security Agreement is outstanding hereunder in favor of Buyer, Buyer shall, upon the written request of Seller, enter into a written agreement with any Senior Lender under a Project Financing (which may include a Senior Lender that is an affiliate of Seller, or of any of its members, partners or shareholders so long as such affiliate of Seller or any of its members, partners or shareholder of Seller providing such financing shall not be subject to any more favorable lien position than an unrelated third party in an arms' length transaction) providing: (i) that until the satisfaction in full by Seller of all indebtedness and other obligations owed under the Project Financing, Buyer will not, without the prior written consent of the Senior Lender, exercise any rights or remedies under the Security Agreement in favor of Buyer or take any action with respect to any collateral securing the obligations of Seller thereunder; (ii) if Buyer’s Security Agreement constitutes a first priority lien, such lien shall be subordinated and junior to any Senior Lien granted by Seller to secure the Project Financing; and (iii) such other provisions as such Senior Lender may reasonably request; provided, however, that in no event shall the Buyer be required to agree to terms and provisions of any consent to assignment that increase the liabilities or diminish in any way the rights of the Buyer hereunder, such provisions being subject to the approval of the Buyer in its absolute discretion. (c) At any time that a Security Agreement is outstanding hereunder in favor of Buyer, Buyer also shall, upon the written request of Seller, enter into a written agreement with any lessor of the Unit acknowledging the rights and interests of the lessor under the Unit Lease and agreeing, upon execution, enforcement or foreclosure under the Security Agreement, to be bound by the terms and conditions of such Unit Lease.
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Samples: Master Power Purchase and Sale Agreement, Master Power Purchase and Sale Agreement
Seller Collateral Requirements. (a) On or prior to the Commercial Operation Date, or in the event that the Commercial Operation Date is within sixty (60) days following the Effective Date, then within sixty (60) days following the Commercial Operation Date of the Unit, Seller shall execute in favor of and deliver to Buyer a deed of trust or collateral assignment of lease with respect to the Unit (in either case, a “Security Agreement”), which secures the payment obligations of Seller to Buyer hereunder so as provide a first lien on the Unit, except as provided below (the “Secured Obligations”). The Security Agreement shall be in a form reasonably acceptable to Buyer and shall provide Buyer, among other rights, (i) a right to receive notices of default from secured lenders and parties with an assigned interest in the Secured Obligations, (ii) in the case of an Event of Default by Seller hereunder with respect to the Secured Obligations, the right to step in and cure defaults of the Seller to the senior lender and if such right is exercised by the Buyer then a right to step in and operate the Project. The rights of Buyer thereunder shall at all times be subject and subordinate to, as the case may be, either (i) the rights and interests of the Unit lessor, in the case of a collateral assignment of a Unit lease (a “Unit Lease”), or (ii) in the case of a deed of trust, the rights and interests of any beneficiary under any prior or senior deed of trust or other security interest (a “Senior Lien”) executed or to be executed by Seller in favor of any person or persons (a “Senior Lender”) providing construction and/or term financing for the Unit, including any renewal, refinancing, modification or extension thereof (a “Project Financing”).
(b) At any time that a Security Agreement is outstanding hereunder in favor of Buyer, Buyer shall, upon the written request of Seller, enter into a written agreement with any Senior Lender under a Project Financing (which may include a Senior Lender that is an affiliate of Seller, or of any of its members, partners or shareholders so long as such affiliate of Seller or any of its members, partners or shareholder of Seller providing such financing shall not be subject to any more favorable lien position than an unrelated third party in an arms' length transaction) providing:
(i) that until the satisfaction in full by Seller of all indebtedness and other obligations owed under the Project Financing, Buyer will not, without the prior written consent of the Senior Lender, exercise any rights or remedies under the Security Agreement in favor of Buyer or take any action with respect to any collateral securing the obligations of Seller thereunder;
(ii) if Buyer’s Security Agreement constitutes a first priority lien, such lien shall be subordinated and junior to any Senior Lien granted by Seller to secure the Project Financing; and
(iii) such other provisions as such Senior Lender may reasonably request; provided, however, that in no event shall the Buyer be required to agree to terms and provisions of any consent to assignment that increase the liabilities or diminish in any way the rights of the Buyer hereunder, such provisions being subject to the approval of the Buyer in its absolute discretion.
(c) At any time that a Security Agreement is outstanding hereunder in favor of Buyer, Buyer also shall, upon the written request of Seller, enter into a written agreement with any lessor of the Unit acknowledging the rights and interests of the lessor under the Unit Lease and agreeing, upon execution, enforcement or foreclosure under the Security Agreement, to be bound by the terms and conditions of such Unit Lease.
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Seller Collateral Requirements. (a) On or prior to the Commercial Operation Date, or in the event that the Commercial Operation Date is within sixty (60) days following the Effective Date, then within sixty (60) days following the Commercial Operation Date of the Unit, Seller shall execute in favor of and deliver to Buyer a deed of trust or collateral assignment of lease with respect to the Unit (in either case, a “Security Agreement”), which secures the payment obligations of Seller to Buyer hereunder so as provide a first lien on the Unit, except as provided below (the “Secured Obligations”). The Security Agreement shall be in a form reasonably acceptable to Buyer and shall provide Buyer, among other rights, (i) a right to receive notices of default from secured lenders and parties with an assigned interest in the Secured Obligations, (ii) in the case of an Event of Default by Seller hereunder with respect to the Secured Obligations, the right to step in and cure defaults of the Seller to the senior lender and if such right is exercised by the Buyer then a right to step in and operate the Project. The rights of Buyer thereunder shall at all times be subject and subordinate to, as the case may be, either (i) the rights and interests of the Unit lessor, in the case of a collateral assignment of a Unit lease (a “Unit Lease”), or (ii) in the case of a deed of trust, the rights and interests of any beneficiary under any prior or senior deed of trust or other security interest (a “Senior Lien”) executed or to be executed by Seller in favor of any person or persons (a “Senior Lender”) providing construction and/or term financing for the Unit, including any renewal, refinancing, modification or extension thereof (a “Project Financing”).
(b) At any time that a Security Agreement is outstanding hereunder in favor of Buyer, Buyer shall, upon the written request of Seller, enter into a written agreement with any Senior Lender under a Project Financing (which may include a Senior Lender that is an affiliate of Seller, or of any of its members, partners or shareholders so long as such affiliate of Seller or any of its members, partners or shareholder of Seller providing such financing shall not be subject to any more favorable lien position than an unrelated third party in an arms' length transaction) providing:
(i) that until the satisfaction in full by Seller of all indebtedness and other obligations owed under the Project Financing, Buyer will not, without the prior written consent of the Senior Lender, exercise any rights or remedies under the Security Agreement in favor of Buyer or take any action with respect to any collateral securing the obligations of Seller thereunder;
(ii) if Buyer’s Security Agreement constitutes a first priority lien, such lien shall be subordinated and junior to any Senior Lien granted by Seller to secure the Project Financing; and
(iii) such other provisions as such Senior Lender may reasonably request; provided, however, that in no event shall the Buyer be required to agree to terms and provisions of any consent to assignment that increase the liabilities or diminish in any way the rights of the Buyer hereunder, such provisions being subject to the approval of the Buyer Buyers in its absolute discretion.
(c) At any time that a Security Agreement is outstanding hereunder in favor of Buyer, Buyer also shall, upon the written request of Seller, enter into a written agreement with any lessor of the Unit acknowledging the rights and interests of the lessor under the Unit Lease and agreeing, upon execution, enforcement or foreclosure under the Security Agreement, to be bound by the terms and conditions of such Unit Lease.
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Seller Collateral Requirements. (a) On or prior to the Commercial Operation Date, or in the event that the Commercial Operation Date is within sixty (60) days following the Effective Date, then within sixty (60) days following the Commercial Operation Date of the Unit, Seller shall execute in favor of and deliver to Buyer a deed of trust or collateral assignment of lease with respect to the Unit (in either case, a “"Security Agreement”"), which secures the payment obligations of Seller to Buyer hereunder so as provide a first lien on the Unit, except as provided below (the “"Secured Obligations”"). The Security Agreement shall be in a form reasonably acceptable to Buyer and shall provide Buyer, among other rights, (i) a right to receive notices of default from secured lenders and parties with an assigned interest in the Secured Obligations, (ii) in the case of an Event of Default by Seller hereunder with respect to the Secured Obligations, the right to step in and cure defaults of the Seller to the senior lender and if such right is exercised by the Buyer then a right to step in and operate the Project. The rights of Buyer thereunder shall at all times be subject and subordinate to, as the case may be, either (i) the rights and interests of the Unit lessor, in the case of a collateral assignment of a Unit lease (a “Unit Lease”), or (ii) in the case of a deed of trust, the rights and interests of any beneficiary under any prior or senior deed of trust or other security interest (a “Senior Lien”) executed or to be executed by Seller in favor of any person or persons (a “Senior Lender”) providing construction and/or term financing for the Unit, including any renewal, refinancing, modification or extension thereof (a “Project Financing”).
(b) At any time that a Security Agreement is outstanding hereunder in favor of Buyer, Buyer shall, upon the written request of Seller, enter into a written agreement with any Senior Lender under a Project Financing (which may include a Senior Lender that is an affiliate of Seller, or of any of its members, partners or shareholders so long as such affiliate of Seller or any of its members, partners or shareholder of Seller providing such financing shall not be subject to any more favorable lien position than an unrelated third party in an arms' length transaction) providing:
(i) that until the satisfaction in full by Seller of all indebtedness and other obligations owed under the Project Financing, Buyer will not, without the prior written consent of the Senior Lender, exercise any rights or remedies under the Security Agreement in favor of Buyer or take any action with respect to any collateral securing the obligations of Seller thereunder;
(ii) if Buyer’s Security Agreement constitutes a first priority lien, such lien shall be subordinated and junior to any Senior Lien granted by Seller to secure the Project Financing; and
(iii) such other provisions as such Senior Lender may reasonably request; provided, however, that in no event shall the Buyer be required to agree to terms and provisions of any consent to assignment that increase the liabilities or diminish in any way the rights of the Buyer hereunder, such provisions being subject to the approval of the Buyer in its absolute discretion.
(c) At any time that a Security Agreement is outstanding hereunder in favor of Buyer, Buyer also shall, upon the written request of Seller, enter into a written agreement with any lessor of the Unit acknowledging the rights and interests of the lessor under the Unit Lease and agreeing, upon execution, enforcement or foreclosure under the Security Agreement, to be bound by the terms and conditions of such Unit Lease.
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