2016-01-26_PWETC_AgendaPacket - Laserfiche WebLink

Home

direction by any Lender of Licensee that Licensee is in default under its financing agreements with Lender, and notwithstanding any instructions to the contrary by Licensee, Licensor shall (i) make any and all payments due and owing by Licensor under this License directly to Lender, and (ii) tender performance of any and all other covenants by Licensor under this License to and for the benefit of Lender and as the Lender may direct in the future. Furthermore, if directed in writing by Lender, Licensor will recognize such Lender, or any third party to whom such Lender has reassigned the rights of Licensee under this License as permitted hereby, as the proper and lawful "Licensee" under this License and fully entitled to receive the rights with respect thereto and possessing all other rights of the Licensee hereunder so long as such Lender (or its assignee or designee) performs the obligations of Licensee hereunder. Licensor shall be protected and shall incur no liability in acting or proceeding in good faith upon any such foregoing written notice and direction by Lender that Licensor shall in good faith believe (a) to be genuine and (b) a copy of which to have been delivered to Licensee. Licensor shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such foregoing notice and direction, but may accept and rely upon them as conclusive evidence of the truth and accuracy of such statements. ARTICLE 12 WAIVER The failure of a Party to insist, in any one or more instances, upon strict performance of any covenants or agreements of this License, or to exercise any option of such Party herein contained, shall not be construed as a waiver or relinquishment of any right or remedy of such Party hereunder and shall not be deemed a waiver of any subsequent breach or default by the other Party of the covenants or conditions herein. No waiver by a Party of any provision hereof shall be deemed to have been made unless expressed in writing and signed by such Party. ARTICLE 13 SUBORDINATION AND NONDISTURBANCE; ESTOPPEL CERTIFICATE 13.1 Subordination. Subject to the conditions in Article 13.2 below, (a) all rights and interests of Licensee and any Lender hereunder are and shall be and remain subject and subordinate to all mortgages, trust deeds, ground leases or licenses, or security instruments (each of which shall be referred to herein as a "Security Instrument), heretofore or hereafter given and encumbering the Site, or any part thereof, and to all renewals, modifications, consolidations, replacements, and extensions of any such Security Instrument none of which shall attach to or include the Solar Power Facilities as collateral. If the holder of a Security Instrument or any Person agreeing to make a loan secured by a Security Instrument on the Site shall require confirmation of any subordination for which provision is herein made or a separate subordination agreement with respect to any transaction, Licensee shall execute such confirmation or subordination agreement in a form reasonably acceptable to Licensee, subject to Article 13.2 below. In the event any proceedings are brought for foreclosure of, or in the event of the exercise of any power of sale under, any Security Instrument, Licensee shall attorn to the Security Instrument holder or purchaser upon any such foreclosure or sale and recognize such holder or purchaser as the Licensor under this License. 13.2 Nondisturbance. Notwithstanding the provisions of Article 13.1, Licensee's subordination and attornment agreements in this Article 13 with respect to any Security Instrument are expressly conditioned on Licensee's receipt of a nondisturbance agreement (a "Nondisturbance Agreement') in form and substance reasonably acceptable to Licensee, which Nondisturbance Agreement shall provide that, during the Term and so long as this License is in effect, Licensee's rights to peaceful occupation and possession of the Premises in accordance with the provisions of this License, and all of Licensee's rights and privileges in this License, shall not be disturbed during the Term. NYLicrose Age vt 7