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26 EXHIBIT B Certain Agreeme nts for the Benefit of the Financing Parties 1. Lender Conditions. In order to finance the development and operation of the System, Owner may borrow money from a Lender (as defined in the Agreement). Subscriber acknowledges that Owner may finance the acquisition, development, installation, operation and maintenance of the System with financing or other accommodations from one or more financial institutions and that Owner’s obligations to the Lender may be secured by, among other collateral, a pledge or collateral assignment of the Agreement and a first priority security interest in the System (collectively, the “Security Interest”). In order to facilitate the necessary financing, Subscriber consents to Owner’s granting to the Lender the Security Interest. Subscriber acknowledges and agrees that: (i) Subscriber and all of Subscriber’s rights under the Agreement are and will be subject and subordinate to the Security Interest (and as later modified by any and all renewals, modifications, supplement, amendments, co nsolidations, replacements, substitutions, additions, and extensions); and (ii) no amendment or modifications of the Agreement is permitted without the Lender’s written consent. 2. Lender’s Default Rights. If Owner defaults under the financing documents with the Lender, the following provisions apply: A. The Lender, through its Security Interest, will be entitled to exercise any of Owner’s rights and remedies under the Agreement. The Lender will also be entitled to exercise all rights and remedies of secured parties generally with respect to the Agreement and the System. B. The Lender will have the right, but not the obligations, to pay all sums due from Owner under the Agreement and to perform any other act, duty, or obligation required of Owner, and to cure any default by Owner in the time and manner provided by the terms of the Agreement. Nothing requires the Lender to cure any default by Owner (an “Owner Default”) under the Agreement, to perform any act, duty or obligation of Owner under the Agreement, unless the Lender has succeeded to Owner’s rights under the Agreement, but Subscriber hereby gives Lender the option to do so. C. If the Lender exercises its remedies under the Security Interest in the System, including any sale by the Lender, whether by judicial proceeding or under any power of sale, or any co nveyance from Owner to Lender (or its assignee) in lieu of sale, the Lender will give Subscriber notice of 76