Common use of Foreclosure on Collateral Clause in Contracts

Foreclosure on Collateral. (a) If the Lender acquires some or all of the Prime OP Units or REIT Shares pledged as collateral for the Loans on behalf of the Lender and the Participant as the result of a credit bid in the foreclosure proceedings, then (i) the Lender shall, upon written request by the Participant, either (A) deliver the Participant's Share of the Prime OP Units or REIT Shares, as the case may be, acquired by the Lender as a result of such credit bid to the Participant or (B) deliver a notice of election to the REIT to exchange the Participant's Share of such Prime OP Units acquired by the Lender as a result of such credit bid for REIT ▇▇▇▇▇▇ and, upon receipt of such REIT Shares, the Lender shall deliver such REIT Shares to the Participant (it being understood and agreed that (I) any such delivery will be subject to the terms and conditions of the organizational documents governing the REIT and the Operating Partnership and to transfer and other restrictions imposed by applicable law and that each party will provide the other party with all agreements and other documents reasonably necessary or requested by the other party to ensure compliance with such requirements and restrictions and (II) Lender shall be entitled to retain for its own account 50% of the Prime OP Units or REIT Shares acquired by Lender as a result of such credit bid and any REIT Shares issued upon exchange of any such Prime OP Units so retained for the Lender's account). Subject to the provisions of Section 5(b), (i) the Lender shall have no further rights in respect of the Prime OP Units or REIT Shares delivered to Participant pursuant to this Section 5(a) and (ii) the Participant shall have no rights to the Prime OP Units and/or REIT Shares that the Lender is entitled to retain for its own account (b) Each of the Lender and the Participant hereby agrees that, in regard to any Prime OP Units or REIT Shares pledged as collateral for the Loans and acquired by the Lender on behalf of the Lender and the Participant as the result of a credit bid in the foreclosure proceedings (including any Prime OP Units or REIT Shares delivered to Lender or Participant for its own account pursuant to Section 5(a) above but excluding any Prime OP Units or REIT Shares acquired by the Participant as a result of a bid for its own account as described in Section 4(e)), it shall not, without the prior written consent of the other, directly or indirectly, sell or otherwise transfer or dispose of, or grant any interest in or option with respect to, or create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any such Prime OP Units or REIT Shares during the period beginning on the date on which Lender so acquires such Prime OP Units or REIT Shares (the "Acquisition Date") and ending on the Exclusivity Period Termination Date (such period, the "Exclusivity Period"). The term "Exclusivity Period Termination Date" shall mean the earlier to occur of (x) the date that is eighteen (18) months after the Acquisition Date and (y) the date on which Participant's and/or Participant's affiliates' standstill obligations to the REIT are terminated; provided, however, that in no event shall the Exclusivity Period Termination Date occur earlier than the date that is six (6) months after the Acquisition Date. In addition, each of the Lender

Foreclosure on Collateral. (a) If the Lender acquires some or all of the Prime OP Units or REIT Shares pledged as collateral for the Loans on behalf of the Lender and the Participant as the result of a credit bid in the foreclosure proceedings, then (i) the Lender shall, upon written request by the Participant, either (A) deliver After the Participant's Share expiration of the Prime OP Units or REIT Sharesapplicable Investor Cure Period, as the case may beif any, acquired by the Lender as a result of such credit bid (subject to the Participant or (B) deliver a notice of election to the REIT to exchange the Participant's Share of such Prime OP Units acquired by the Lender as a result of such credit bid for REIT ▇▇▇▇▇▇ and, upon receipt of such REIT Sharesextensions described in Section 2(c)(i)(A)), the Lender shall deliver such REIT Shares to the Participant (it being understood and agreed that (I) any such delivery will be may, subject to the terms and conditions of the organizational documents governing the REIT and the Operating Partnership and to transfer and other restrictions imposed by applicable law and that each party will provide the other party with all agreements and other documents reasonably necessary or requested by the other party to ensure compliance with such requirements and restrictions and (II) Lender shall be entitled to retain for its own account 50% of the Prime OP Units or REIT Shares acquired by Lender as a result of such credit bid and any REIT Shares issued upon exchange of any such Prime OP Units so retained for the Lender's account). Subject to the provisions of this Section 5(b2(d)(i), (i) the Lender shall have no further rights in respect of any uncured and continuing Event of Default, exercise any and all of its rights and remedies under the Prime OP Units Financing Documents or REIT Shares delivered to Participant pursuant to this Section 5(a) and (ii) the Participant shall have no rights otherwise under applicable law with respect to the Prime OP Units and/or REIT Shares that the Lender is entitled to retain for its own account (b) Each of the Lender and the Participant hereby agrees Collateral; provided that, in regard to any Prime OP Units or REIT Shares pledged as collateral for the Loans and acquired unless such Event of Default was reasonably capable of being cured by the Lender on behalf of Investor within the Lender and the Participant as the result of a credit bid in the foreclosure proceedings applicable Investor Cure Period (including any Prime OP Units or REIT Shares delivered to Lender or Participant for its own account pursuant to Section 5(a) above but excluding any Prime OP Units or REIT Shares acquired by Event of Default in respect of nonpayment of principal and interest due under the Participant as a result of a bid for its own account as described in Section 4(e)Financing Agreement), it shall not, without the prior written consent of the other, directly or indirectly, sell or otherwise transfer or dispose of, or grant if any interest in or option with respect to, or create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any such Prime OP Units or REIT Shares during the period beginning on the date on which Lender so acquires such Prime OP Units or REIT Shares (the "Acquisition Date") and ending on the Exclusivity Period Termination Date (such period, the "Exclusivity Period"). The term "Exclusivity Period Termination Date" shall mean the earlier to occur of (x) no membership interests in the date that is eighteen (18) months after the Acquisition Date Borrower and (y) no part of the date assets of any Facility may be foreclosed on which Participant's and/or Participant's affiliates' standstill obligations to or sold, assigned, leased or otherwise transferred by the REIT are terminatedLender if such foreclosure or sale, assignment, lease or other transfer would cause an ITC Loss Event; provided, however, provided further that in no event shall the Exclusivity Period Termination Date occur earlier than foregoing proviso limit the date that is six (6) months after the Acquisition Date. In addition, each rights and remedies of the LenderLender with respect to the Accounts Collateral, including the right to access and withdraw funds from the Accounts in accordance with the Accounts Agreement. (B) Notwithstanding anything in Section 2(d)(i)(A) to the contrary, the Lender may foreclose on any membership interests in the Borrower or Holdco constituting Collateral (or on any other Collateral) without regard to any Investor Cure Period if (i) the relevant uncured and continuing Event of Default shall be for (x) the occurrence of any of the events under Section 8.0l(g) of the Financing Agreement with respect to the Borrower, Pledgor or Sponsor or (y) a default by the Borrower pursuant to Section 8.0l(c)(i) (with respect to failure to comply with Section 7.0 l(n) or Section 7.0l(r) of the Financing Agreement) of the Financing Agreement or (ii) the Investor defaults in any of its funding obligations to Holdco under the Tax Equity ECCA or the Holdco LLC Agreement.

Foreclosure on Collateral. (a) If the Lender acquires some or all of the Prime OP Units or REIT Shares pledged as collateral for the Loans on behalf of the Lender and the Participant as the result of a credit bid in the foreclosure proceedings, then (i) the Lender shall, upon written request by the Participant, either (A) deliver the Participant's Share of the Prime OP Units or REIT Shares, as the case may be, acquired by the Lender as a result of such credit bid to the Participant or (B) deliver a notice of election to the REIT to exchange the Participant's Share of such Prime OP Units acquired by the Lender as a result of such credit bid for REIT ▇▇▇▇▇▇ Shares and, upon receipt of such REIT Shares, the Lender shall deliver such REIT Shares to the Participant (it being understood and agreed that (I) any such delivery will be subject to the terms and conditions of the organizational documents governing the REIT and the Operating Partnership and to transfer and other restrictions imposed by applicable law and that each party will provide the other party with all agreements and other documents reasonably necessary or requested by the other party to ensure compliance with such requirements and restrictions and (II) Lender shall be entitled to retain for its own account 50% of the Prime OP Units or REIT Shares acquired by Lender as a result of such credit bid and any REIT Shares issued upon exchange of any such Prime OP Units so retained for the Lender's account). Subject to the provisions of Section 5(b), (i) the Lender shall have no further rights in respect of the Prime OP Units or REIT Shares delivered to Participant pursuant to this Section 5(a) and (ii) the Participant shall have no rights to the Prime OP Units and/or REIT Shares that the Lender is entitled to retain for its own account (b) Each of the Lender and the Participant hereby agrees that, in regard to any Prime OP Units or REIT Shares pledged as collateral for the Loans and acquired by the Lender on behalf of the Lender and the Participant as the result of a credit bid in the foreclosure proceedings (including any Prime OP Units or REIT Shares delivered to Lender or Participant for its own account pursuant to Section 5(a) above but excluding any Prime OP Units or REIT Shares acquired by the Participant as a result of a bid for its own account as described in Section 4(e)), it shall not, without the prior written consent of the other, directly or indirectly, sell or otherwise transfer or dispose of, or grant any interest in or option with respect to, or create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any such Prime OP Units or REIT Shares during the period beginning on the date on which Lender so acquires such Prime OP Units or REIT Shares (the "Acquisition Date") and ending on the Exclusivity Period Termination Date (such period, the "Exclusivity Period"). The term "Exclusivity Period Termination Date" shall mean the earlier to occur of (x) the date that is eighteen (18) months after the Acquisition Date and (y) the date on which Participant's and/or Participant's affiliates' standstill obligations to the REIT are terminated; provided, however, that in no event shall the Exclusivity Period Termination Date occur earlier than the date that is six (6) months after the Acquisition Date. In addition, each of the Lender