Common use of Termination Values Clause in Contracts

Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the System provided by Provider as of the Effective Date and set forth in Exhibit D are an estimate and are subject to change by Provider pending final review by Provider’s lenders of this Agreement and the credit worthiness of the Customer. Provider shall use its commercially reasonable efforts to submit to its lenders within fifteen (15) business days from the Effective Date, all documentation required by such lender to process the loan in connection with the System. Within ninety (90) days from the date of such submittal, Provider will notify Customer whether an amendment to the Termination Values set forth herein will be required, and if yes, shall provide Customer with written notice thereof, setting forth in detail the new Termination Values required by Provider. If, after the expiration of such ninety (90) day period, Provider does not notify Customer that new Termination Values shall be required, the Termination Values set forth herein shall be deemed accepted by both Parties. If Provider timely provides new Termination Values, then, upon receipt of the new Termination Values by Customer, Customer shall, within two (2) business days from receipt of such new Termination Values, either accept or reject in writing such new Termination Values. If Customer fails to timely reject such new Termination Values in writing, or if Customer accepts such new Termination Values, this Agreement shall be deemed amended to incorporate such new Termination Values. If Customer timely rejects such new Termination Values, Provider may, within two (2) business days from receipt of Customer’s rejection, propose to (i) proceed with the Termination Values as set forth herein; or (ii) propose new Termination Values to Customer, in which case the procedure set forth above shall be repeated one time only. If the Parties are unable to reach agreement with respect to the Termination Values, either Party shall have the right to terminate this Agreement, in which case neither Party shall be deemed in default hereunder and neither Party shall have any further liability to the other Party in connection herewith.

Termination Values. The Parties acknowledge and agree that the Termination Values with respect to the System provided by Provider as of the Effective Date and set forth in Exhibit Schedule D in the Appendix relevant to the System are an estimate and are subject to change by Provider pending final review by Provider’s lenders of this Agreement and the credit worthiness of the Customer. Provider shall use its commercially reasonable efforts to submit to its lenders within fifteen five (155) business days from the Effective Date, all documentation required by such lender to process the loan in connection with the System. Within ninety (90) days from the date of such submittal, Provider will notify Customer whether an amendment to the Termination Values set forth herein will be required, and if yes, shall provide Customer with written notice thereof, setting forth in detail the new Termination Values required by Provider. If, after the expiration of such ninety (90) day period, Provider does not notify Customer that new Termination Values shall be required, the Termination Values set forth herein shall be deemed accepted by both Parties. If Provider timely provides new Termination Values, then, upon receipt of the new Termination Values by Customer, Customer shall, within two fourteen (214) business days from receipt of such new Termination Values, either accept or reject in writing such new Termination Values. If Customer fails to timely reject such new Termination Values in writing, or if Customer accepts such new Termination Values, this Agreement shall be deemed amended to incorporate such new Termination Values. If Customer timely rejects such new Termination Values, Provider may, within two (2) business days from receipt of Customer’s rejection, propose to (i) proceed with the Termination Values as set forth herein; or (ii) propose new Termination Values to Customer, in which case the procedure set forth above shall be repeated one time only. If the Parties are unable to reach agreement with respect to the Termination Values, either Party shall have the right to terminate this Agreement, in which case neither Party shall be deemed in default hereunder and neither Party shall have any further liability to the other Party in connection herewith. Customer agrees to confirm final Termination Values in such certificates or acknowledgments to be delivered by Customer for the benefit of the Lender as provided in Section 14.17.