Common use of Licensee’s Default Under Financing Agreements Clause in Contracts

Licensee’s Default Under Financing Agreements. Licensee agrees to request any Lender to notify the Judicial Council in writing of any default of Licensee under any agreement with Lender regarding the System. If the Lender notifies the Judicial Council that an event of default under the System Lease or other financing agreement has occurred and that the Lender has elected to exercise its rights and remedies thereunder or under any of the related security documents, then, upon the exercise of such rights and remedies, the Lender or Qualified Purchaser may become the Substitute Licensee and this SLA will remain in full force and effect, subject to Licensee or Qualified Purchaser expressly acknowledging in writing that (i) it is assuming all rights, duties, and obligations of Licensee under this SLA and (ii) it agrees to cure all of Licensee’s defaults under this SLA existing at the time such Substitute Licensee assumes the rights, duties, and obligations of Licensee under this SLA and provided further that the Lender or Qualified Purchaser has included in such notice supporting documentation sufficient to demonstrate to the reasonable satisfaction of the Judicial Council that it has both the financial capacity and the technical ability to perform the duties and obligations required under this SLA at a level equal to or exceeding Licensee's ability. The Judicial Council shall notify the Lender or Qualified Purchaser, as applicable, and Licensee of the Judicial Council’s determination as to whether the proposed Substitute Licensee satisfies the requirements of this section within thirty (30) calendar days of the Judicial Council’s receipt of all the required supporting documentation. If the Judicial Council determines in its reasonable judgment that those standards are satisfied, the Judicial Council shall approve such proposed Substitute Licensee for the remaining Term and on the same terms and conditions contained in this SLA. In the event that Judicial Council determines in its sole reasonable judgment that the proposed Substitute Licensee does not have the financial capacity or the technical ability to perform the duties and obligations required under this SLA, or if the proposed Substitute Licensee has failed to satisfy requirements (i) and (ii) in this section, the Judicial Council shall promptly give the Lender written notice of the Judicial Council's determination and Lender and Licensee shall be prohibited from making such assignment.

Licensee’s Default Under Financing Agreements. Licensee agrees to request any Lender to notify the Judicial Council in writing of any default of Licensee under any agreement with Lender regarding the System. If the Lender notifies the Judicial Council that an event of default under the System Lease or other financing agreement has occurred and that the Lender has elected to exercise its rights and remedies thereunder or under any of the related security documents, then, upon the exercise of such rights and remedies, the Lender or Qualified Purchaser may become the Substitute Licensee and this SLA will remain in full force and effect, subject to Licensee Lender or Qualified Purchaser expressly acknowledging in writing that (i) it is assuming all rights, duties, and obligations of Licensee under this SLA and (ii) it agrees to cure all of Licensee’s defaults under this SLA existing at the time such Substitute Licensee assumes the rights, duties, and obligations of Licensee under this SLA and provided further that the Lender or Qualified Purchaser has included in such notice supporting documentation sufficient to demonstrate to the reasonable satisfaction of the Judicial Council that it has both the financial capacity and the technical ability to perform the duties and obligations required under this SLA at a level equal to or exceeding Licensee's ’s ability. The Judicial Council shall notify the Lender or Qualified Purchaser, as applicable, and Licensee of the Judicial Council’s determination as to whether the proposed Substitute Licensee satisfies the requirements of this section within thirty (30) calendar days of the Judicial Council’s receipt of all the required supporting documentation. If the Judicial Council determines in its reasonable judgment that those standards are satisfied, the Judicial Council shall approve such proposed Substitute Licensee for the remaining Term and on the same terms and conditions contained in this SLA. In the event that Judicial Council determines in its sole reasonable judgment that the proposed Substitute Licensee does not have the financial capacity or the technical ability to perform the duties and obligations required under this SLA, or if the proposed Substitute Licensee has failed to satisfy requirements (i) and (ii) in this section, the Judicial Council shall promptly give the Lender written notice of the Judicial Council's ’s determination and Lender and Licensee shall be prohibited from making such assignment.

Licensee’s Default Under Financing Agreements. Licensee agrees to request any Lender to notify the Judicial Council in writing of any default of Licensee under any agreement with Lender regarding the System. If the Lender notifies the Judicial Council that an event of default under the System Lease or other financing agreement has occurred and that the Lender has elected to exercise its rights and remedies thereunder or under any of the related security documents, then, upon the exercise of such rights and remedies, the Lender or Qualified Purchaser may become the Substitute Licensee and this SLA will remain in full force and effect, subject to Licensee Lender or Qualified Purchaser expressly acknowledging in writing that (i) it is assuming all rights, duties, and obligations of Licensee under this SLA and (ii) it agrees to cure all of Licensee’s defaults under this SLA existing at the time such Substitute Licensee assumes the rights, duties, and obligations of Licensee under this SLA and provided further that the Lender or Qualified Purchaser has included in such notice supporting documentation sufficient to demonstrate to the reasonable satisfaction of the Judicial Council that it has both the financial capacity and the technical ability to perform the duties and obligations required under this SLA at a level equal to or exceeding Licensee's ’s ability. The Judicial Council shall notify the Lender or Qualified Purchaser, as applicable, and Licensee of the Judicial Council’s determination as to whether the proposed Substitute Licensee satisfies the requirements of this section within thirty (30) calendar days of the Judicial Council’s receipt of all the required supporting documentation. If the Judicial Council determines in its reasonable judgment that those standards are satisfied, the Judicial Council shall approve such proposed Substitute Licensee for the remaining Term and on the same terms and conditions contained in this SLA. In the event that Judicial Council determines in its sole reasonable judgment that the proposed Substitute Licensee does not have the financial capacity or the technical ability to perform the duties and obligations required under this SLA, or if the proposed Substitute Licensee has failed to satisfy requirements (i) and (ii) in this section, the Judicial Council shall promptly give the Lender written notice of the Judicial Council's determination and Lender and Licensee shall be prohibited from making such assignment.14

Licensee’s Default Under Financing Agreements. Licensee LICENSEE agrees to request any Lender to notify the Judicial Council DGS in writing of any default of Licensee LICENSEE under any agreement with Lender regarding the System. If the Lender notifies the Judicial Council DGS that an event of default under the System Lease or other financing agreement has occurred and that the Lender has elected to exercise its rights and remedies thereunder or under any of the related security documents, then, upon the exercise of such rights and remedies, the Lender or Qualified Purchaser may become the Substitute Licensee LICENSEE and this SLA will remain in full force and effect, subject to Licensee LICENSEE or Qualified Purchaser expressly acknowledging in writing that (i) it is assuming all rights, duties, and obligations of Licensee LICENSEE under this SLA and (ii) it agrees to cure all of LicenseeLICENSEE’s defaults under this SLA existing at the time such Substitute Licensee LICENSEE assumes the rights, duties, duties and obligations of Licensee LICENSEE under this SLA and provided further that the Lender or Qualified Purchaser has included in such notice supporting documentation sufficient to demonstrate to the the‌ reasonable satisfaction of the Judicial Council DGS that it has both the financial capacity and the technical ability to perform the duties and obligations required under this SLA at a level equal to or exceeding LicenseeLICENSEE's ability. The Judicial Council DGS shall notify the Lender or Qualified Purchaser, as applicable, and Licensee LICENSEE of the Judicial CouncilDGS’s determination as to whether the proposed Substitute Licensee LICENSEE satisfies the requirements of this section within thirty ninety (3090) calendar days of the Judicial CouncilDGS’s receipt of all the required supporting documentation. If the Judicial Council DGS determines in its reasonable judgment that those standards are satisfied, the Judicial Council DGS shall approve such proposed Substitute Licensee LICENSEE for the remaining Term and on the same terms and conditions contained in this SLA. In the event that Judicial Council DGS determines in its sole reasonable judgment that the proposed Substitute Licensee does not have LICENSEE fails to meet the financial capacity or and the technical ability to perform the duties and obligations required under this SLA, SLA or if the proposed Substitute Licensee LICENSEE has failed to satisfy requirements (i) and (ii) in this section, the Judicial Council DGS shall promptly give the Lender written notice of the Judicial CouncilDGS's determination and Lender and Licensee LICENSEE shall be prohibited from making such assignment.

Licensee’s Default Under Financing Agreements. The provisions of this Section 12.5 apply subject to any modifications to this section included in the terms of any consent and estoppel entered into pursuant to Section 12.4. Licensee agrees to request require any Lender to notify the Judicial Council Trustees in writing of any default of Licensee under any agreement with the Lender regarding the System. If the Lender notifies the Judicial Council Trustees that an event of default under the System Lease or other financing agreement has occurred and that the Lender has elected to exercise its rights and remedies thereunder there under or under any of the related security documents, then, upon the exercise of such rights and remedies, the Lender or Qualified Purchaser may become any other qualified purchaser of, or successor to, the interests in a judicial or non-judicial foreclosure sale shall be substituted for the Licensee under this Agreement, provided that the conditions in this section are satisfied. In that event, Trustees will continue to perform their obligations under this Agreement in favor of the Substitute Licensee and this SLA will remain in full force and effect, subject to provided that such Substitute Licensee or Qualified Purchaser expressly acknowledging acknowledges in writing that (i) it is assuming all rights, duties, and obligations of Licensee under this SLA Agreement and (ii) it agrees to cure all of Licensee’s defaults under this SLA Agreement existing at the time such Substitute Licensee assumes the rights, duties, duties and obligations of Licensee under this SLA the Licensee; and provided further that the Lender or Qualified Purchaser has included in such notice supporting documentation sufficient to demonstrate to the reasonable satisfaction of the Judicial Council Trustees that it such proposed Substitute Licensee or designee has both the financial capacity and the technical ability to perform the duties and obligations required under this SLA at a level equal to or exceeding Licensee's ability. The Judicial Council shall notify Agreement per the Lender or Qualified Purchaser, as applicable, and Licensee of the Judicial Council’s determination as to whether the proposed Substitute Licensee satisfies the requirements of this section within thirty (30) calendar days of the Judicial Council’s receipt of all the required supporting documentationstandards described in Section 12.2. If the Judicial Council determines Trustees determine in its their sole reasonable judgment that those standards are satisfied, the Judicial Council Trustees shall approve such proposed Substitute Licensee or designee for the remaining Term and on the same terms and conditions contained in this SLA. Agreement.‌ In the event that Judicial Council determines Trustees determine in its their sole reasonable judgment that the proposed Substitute Licensee does not have the financial capacity or the technical ability to perform the duties and obligations required under this SLA, or if the proposed Substitute Licensee designee has failed to satisfy the requirements (i) and (ii) in this sectionthe preceding paragraph, the Judicial Council Trustees shall promptly give the Lender written notice of the Judicial Council's Trustees’ determination and the Lender and Licensee shall be prohibited from making such assignment.

Licensee’s Default Under Financing Agreements. Licensee agrees to request any Lender to notify the Judicial Council in writing of any default of Licensee under any agreement with Lender regarding the System. If the Lender notifies the Judicial Council that an event of default under the System Lease or other financing agreement has occurred and that the Lender has elected to exercise its rights and remedies thereunder or under any of the related security documents, then, upon the exercise of such rights and remedies, the Lender or Qualified Purchaser may become the Substitute Licensee and this SLA will remain in full force and effect, subject to Licensee Lender or Qualified Purchaser expressly acknowledging in writing that that‌ (i) it is assuming all rights, duties, and obligations of Licensee under this SLA and and (ii) it agrees to cure all of Licensee’s defaults under this SLA existing at the time such Substitute Licensee assumes the rights, duties, and obligations of Licensee under this SLA and provided further that the Lender or Qualified Purchaser has included in such notice supporting documentation sufficient to demonstrate to the reasonable satisfaction of the Judicial Council that it has both the financial capacity and the technical ability to perform the duties and obligations required under this SLA at a level equal to or exceeding Licensee's ’s ability. The Judicial Council shall notify the Lender or Qualified Purchaser, as applicable, and Licensee of the Judicial Council’s determination as to whether the proposed Substitute Licensee satisfies the requirements of this section within thirty (30) calendar days of the Judicial Council’s receipt of all the required supporting documentation. If the Judicial Council determines in its reasonable judgment that those standards are satisfied, the Judicial Council shall approve such proposed Substitute Licensee for the remaining Term and on the same terms and conditions contained in this SLA. In the event that Judicial Council determines in its sole reasonable judgment that the proposed Substitute Licensee does not have the financial capacity or the technical ability to perform the duties and obligations required under this SLA, or if the proposed Substitute Licensee has failed to satisfy requirements (i) and (ii) in this section, the Judicial Council shall promptly give the Lender written notice of the Judicial Council's ’s determination and Lender and Licensee shall be prohibited from making such assignment.