Common use of Lender Not Responsible Clause in Contracts

Lender Not Responsible. The Borrower agrees that no Secured Party is responsible for compliance with the Prompt Payment Statute, as more particularly provided in subsection (a) above, and that the Borrower Parties shall be solely responsible for such compliance. The Borrower Parties’ obligation of compliance with the Prompt Payment Statute shall not in any way expand the obligations of the Secured Parties hereunder and the Secured Parties shall at all times retain the right to approve or disapprove advances of the Construction Loans in accordance with this Agreement regardless of any Borrower Party’s obligations to any EPC Contractor or any other contractor in respect of any Project located in Arizona. In no event will any Secured Party have any liability or obligation to any of the Borrower Parties or any other Person to approve advances of the Construction Loan or make advances within any time periods required pursuant to the Prompt Payment Statute, nor will any Secured Party have any liability or obligation for costs, fees, expenses, or damages of any nature incurred by any of the Borrower Parties by reason of any failure to comply with the Prompt Payment Statute. Without limiting the generality of the foregoing, the Borrower acknowledges, represents and warrants to each Secured Party that (i) the Borrower Parties have taken into consideration the period of time within which the Secured Parties have to approve a Construction Loan Notice of Borrowing (the “Lender’s Review Period”), (ii) the Borrower Parties have taken into consideration the period of time within which the Secured Parties have to make advances once the conditions precedent to advances have been satisfied (“Lender’s Disbursement Period”), and (iii) to the extent that any Lender’s Review Period or Lender’s Disbursement Period may extend beyond any period of time required pursuant to the Prompt Payment Statute within which the Borrower Parties may either approve and certify any billing or estimate (or within which any billing or estimate may be deemed approved) or make payments to any applicable EPC Contractor for any Project located in Arizona or any other contractor in respect of a Project located in Arizona, then the Borrower Parties will nevertheless comply with the provisions of the Prompt Payment Statute. Within twenty (20) days of execution of this Amendment, pursuant to A.R.S. § 32-1129.01(G), the applicable Borrower Party that is the Owner (as defined in the applicable EPC Agreement) and the EPC Contractor (as defined in the applicable EPC Agreement) will execute an amendment or change order to the EPC Agreement that acknowledges and agrees that the EPC Agreement’s (x) billing cycle, (y) number of specified days within which a billing or estimate must be certified and approved, and/or (z) number of specified days after certification and approval of the billing or estimate for the Owner (as defined in the EPC Agreement) to make payment to the EPC Contractor (as defined in the EPC Agreement), are an alternative billing cycle, an extended certification and approval period, and/or an extended payment period, as applicable, in conformance with the Prompt Payment Statute.

Lender Not Responsible. The Borrower agrees that no Secured Party is responsible for compliance with the Prompt Payment Statute, as more particularly provided in subsection (a) above, and that the Borrower Parties shall be solely responsible for such compliance. The Borrower Parties’ obligation of compliance with the Prompt Payment Statute shall not in any way expand the obligations of the Secured Parties hereunder and the Secured Parties Lender shall at all times retain the right to approve or disapprove advances of the Construction Loans Advances in accordance with this Agreement regardless of any Borrower PartyBorrower’s obligations to any EPC the General Contractor or any other contractor in respect of any Project located in ArizonaConstruction Contractor. In no event will any Secured Party Lender have any liability or obligation to any of the Borrower Parties or any other Person to approve advances of the Construction Loan Advances or make advances Advances within any time periods required pursuant to the Prompt Payment StatuteGeneral Contract or any Construction Contract, nor will any Secured Party Lender have any liability or obligation for costs, fees, expenses, or damages of any nature incurred by any of the Borrower Parties by reason of any failure to comply with the Prompt Payment StatuteGeneral Contract or any Construction Contract. Without limiting the generality of the foregoing, the Borrower acknowledges, represents and warrants to each Secured Party Lender that (ia) the Borrower Parties have has taken into consideration the period of time within which the Secured Parties have Lender has to approve a Construction Loan Notice of Borrowing Requests for Advances (the “Lender’s Review Period”), (iib) the Borrower Parties have has taken into consideration the period of time within which the Secured Parties have Lender has to make advances Advances once the conditions precedent to advances Advances have been satisfied (“Lender’s Disbursement Period”), and (iiic) to the extent that any Lender’s Review Period or Lender’s Disbursement Period may extend beyond any period of time required pursuant to the Prompt Payment Statute General Contract or any Construction Contract within which the Borrower Parties may either approve and certify any billing or estimate (or within which any billing or estimate may be deemed approved) or make payments to any applicable EPC the General Contractor for any Project located in Arizona or any other contractor in respect of a Project located in ArizonaConstruction Contractor, then the Borrower Parties will nevertheless comply has complied with the provisions of the Prompt Payment Statute. Within twenty (20) days of execution of this Amendment, pursuant to A.R.S. § 32-1129.01(G), General Contract or any Construction Contract extending the applicable Borrower Party that is the Owner (as defined in the applicable EPC Agreement) and the EPC Contractor (as defined in the applicable EPC Agreement) will execute an amendment or change order to the EPC Agreement that acknowledges and agrees that the EPC Agreement’s (x) billing cycle, (y) number of specified days within which a billing payment provisions or estimate must be certified approval periods in order to conform such periods to Lender’s Review Period and approved, and/or (z) number of specified days after certification and approval of the billing or estimate for the Owner (as defined in the EPC Agreement) to make payment to the EPC Contractor (as defined in the EPC Agreement), are an alternative billing cycle, an extended certification and approval period, and/or an extended payment period, as applicable, in conformance with the Prompt Payment StatuteLender’s Disbursement Period.