Common use of Subsequent Transferee Clause in Contracts

Subsequent Transferee. GE agrees that, if Security Agent shall notify GE in writing that an Event of Default under the Financing Agreement has occurred and is continuing and that Security Agent has elected to exercise its rights and remedies pursuant to the Security Agreement with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or any portion thereof), then Security Agent or any other purchaser, successor, assignee or designee of the Assigned Interest (as the case may be, in each ease, a “Subsequent Transferee”) shall be substituted for Assignor under the Assigned Agreement and GE shall (i) recognize the Subsequent Transferee as its counterparty under the Assigned Agreement and (ii) continue to perform its obligations under the Assigned Agreement in favor of the Subsequent Transferee; provided, however, that such Subsequent Transferee has elected in writing to assume all of such Assignor’s rights and obligations (including the obligation to cure any then existing payment defaults within the time permitted in the Assigned Agreement subject to Section (d)) under the Assigned Agreement, and has the ability to perform under the Assigned Agreement. The Subsequent Transferee shall have the right to assign all of its interest in the Assigned Agreement to any Person, provided such assignee assumes in writing all obligations of the Subsequent Transferee under the Assigned Agreement, and has the ability to perform thereunder. Upon such assignment, the Subsequent Transferee (including its agents and employees) shall be released from any further liability thereunder to the extent of its interest under the Assigned Agreement.

Subsequent Transferee. GE Contracting Party agrees that, if Security Agent shall notify GE Contracting Party in writing that an “Event of Default Default” under the Financing Agreement has occurred and is continuing and that Security Agent has elected to exercise its rights and remedies pursuant to the Security Financing Agreement with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or any portion thereof), then Security Agent or any other purchaser, successor, assignee or designee of the Assigned Interest (as the case may be, in each easecase, a “Subsequent Transferee”) shall be substituted for Assignor under the Assigned Agreement and GE Contracting Party shall (ia) recognize the Subsequent Transferee as its counterparty under the Assigned Agreement and (iib) continue to perform its obligations under the Assigned Agreement in favor of the Subsequent Transferee; provided, however, that such Subsequent Transferee Transferee: (i) has elected in writing to assume all of such Assignor’s rights and obligations under the Agreement, (including the obligation to cure ii) has cured any then then-existing payment defaults within under the time permitted Agreement, (iii) has provided credit support and collateral to the extent and in the Assigned Agreement subject to Section (d)) manner required under the Assigned Agreement, (iv) has acquired all of Assignor’s right, title and has interest in the ability Project and (v) is a Permitted Assignee. “Permitted Assignee” shall mean a Person having at least five (5) years experience in the operation and maintenance of electrical generation facilities similar to perform under the Assigned AgreementProject, which Person shall be reasonably acceptable to Contracting Party. The Subsequent Transferee shall have the right to assign all of its interest in the Assigned Agreement to any Person, provided such assignee assumes in writing all obligations of the Subsequent Transferee Person as permitted and under the Assigned terms set forth in the Agreement. “Person” means any natural person, and has the ability to perform thereunder. Upon such assignmentcorporation, the Subsequent Transferee (including its agents and employees) shall be released from partnership, trust, joint venture, limited liability company, firm, association, Governmental Authority or any further liability thereunder to the extent of its interest under the Assigned Agreementother entity whether acting in an individual, fiduciary or other capacity.

Subsequent Transferee. GE The Contractor agrees that, if Security the Administrative Agent shall notify GE the Contractor in writing (a copy of which notice the Administrative Agent agrees to deliver simultaneously to the Purchasers) that an Event of Default under the Financing Credit Agreement has occurred and is continuing and that Security the Administrative Agent has elected to exercise its rights and remedies pursuant to the Security Agreement Agreements with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or any portion thereof)Interest, then Security the Administrative Agent or any other purchaser, successor, assignee or designee purchaser of the Assigned Interest (Interest, if the Administrative Agent or such purchaser, as the case may be, in each ease, has elected to assume all of the rights and obligations of the Purchasers under the Assigned Agreements (a “"Subsequent Transferee”"), shall (whether or not the Administrative Agent shall have delivered a copy of the above-mentioned notice to the Purchasers and without relieving the Administrative Agent of its obligation to do so) shall be substituted for Assignor the Purchasers under such Assigned Agreements; provided that in the case of a purchaser of the Assigned Agreement and GE shall Interest, such purchaser (i) recognize if such Event of Default shall have occurred prior to the Subsequent Transferee as its counterparty under Date of Final Acceptance of the Assigned Agreement System, is not and is not an affiliate of any entity engaged in the business of designing or constructing undersea cable systems for telecommunications; provided that such purchaser shall not request any System Upgrades, and (ii) continue if such Event of Default shall have occurred prior to perform its the Date of Final Acceptance of the System, is sufficiently creditworthy to fulfill the obligations under the Assigned Agreement in favor Agreements. Upon any transfer by the Administrative Agent of the Assigned Interest to a Subsequent Transferee; provided, however, that such Subsequent Transferee has elected in writing to assume all of such Assignor’s rights the Administrative Agent and the Lenders shall have no 92 12 obligations (including the obligation to cure any then existing payment defaults within the time permitted in the Assigned Agreement subject to Section (d)) under the Assigned AgreementAgreements, and has the ability to perform under the Assigned Agreement. The Subsequent Transferee shall have the right to assign all of its interest in the Assigned Agreement to any Person, provided such assignee assumes in writing all obligations of the Subsequent Transferee under the Assigned Agreement, and has the ability to perform thereunder. Upon such assignment, the Subsequent Transferee (including its agents and employees) shall be released from any further liability thereunder except to the extent of its interest under the Assigned Agreementany such entity is a Subsequent Transferee.

Subsequent Transferee. GE Contracting Party agrees that, if Security Agent Lender shall notify GE Contracting Party in writing that an Event of Default under the Financing Agreement has occurred and is continuing and that Security Agent Lender has elected to exercise its rights and remedies pursuant to the Credit Agreement or the Security Agreement with respect to the foreclosure (whether judicial or nonjudicial), deed in lieu of foreclosure (or the like) or sale of the Assigned Interest (or any portion thereof)Interest, then Security Agent Lender or any other purchaser, successor, purchaser or assignee or designee of the Assigned Interest in connection with such foreclosure, deed in lieu of foreclosure (as or the case may belike) or sale, and if the Lender is the initial purchaser (or grantee of a deed in lieu of foreclosure or the like), then the purchaser or assignee of the Assigned Interest from Lender (each easesuch person which is not Lender, a “Subsequent Transferee”) shall be substituted for Assignor under the Assigned Agreement and GE Contracting Party shall (ia) recognize the Lender and such Subsequent Transferee as its counterparty under the Assigned Agreement and (iib) continue to perform its obligations under the Assigned Agreement in favor of the Lender and such Subsequent Transferee; provided, however, that Lender or such Subsequent Transferee has shall have elected in writing to assume all of such Assignor’s rights and obligations (including the obligation to cure any then then-existing payment and performance defaults within the time permitted in the Assigned Agreement subject to Section (dother than any then-existing performance defaults which by their nature are incapable of being cured)) under the Assigned Agreement, Agreement and has the ability to perform under the Assigned Agreement. The Any further assignment by a Subsequent Transferee shall have be subject to the right to assign all of its interest in the Assigned Agreement to any Person, provided such assignee assumes in writing all obligations terms and conditions of the Subsequent Transferee under the Assigned Agreement, and has the ability to perform thereunder. Upon such assignmentassignment of the Agreement or Assigned Interest by Lender, the Subsequent Transferee (including its agents and employees) Lender shall be released from any further liability thereunder to the extent of its interest under the Assigned Agreementthereunder.

Subsequent Transferee. GE The Contractor agrees that, if Security the Administrative Agent shall notify GE the Contractor in writing (a copy of which notice the Administrative Agent agrees to deliver simultaneously to the Purchasers) that an Event of Default under the Financing Credit Agreement has occurred and is continuing and that Security the Administrative Agent has elected to exercise its rights and remedies pursuant to the Security Agreement Agreements with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or any portion thereof)Interest, then Security the Administrative Agent or any other purchaser, successor, assignee or designee purchaser of the Assigned Interest (Interest, if the Administrative Agent or such purchaser, as the case may be, in each ease, has elected to assume all of the rights and obligations of the Purchasers under the Assigned Agreements (a “"Subsequent Transferee”"), shall (whether or not the Administrative Agent shall have delivered a copy of the above-mentioned notice to the Purchasers and without relieving the Administrative Agent of its obligation to do so) shall be substituted for Assignor the Purchasers under such Assigned Agreements; provided that in the case of a purchaser of the Assigned Agreement and GE shall Interest, such purchaser (i) recognize if such Event of Default shall have occurred prior to the Subsequent Transferee as its counterparty under Date of Final Acceptance of the Assigned Agreement System, is not and is not an affiliate of any entity engaged in the business of designing or constructing undersea cable systems for telecommunications; provided that such purchaser shall not request any System Upgrades, and (ii) continue if such Event of Default shall have occurred prior to perform its the Date of Final Acceptance of the System, is sufficiently creditworthy to fulfill the obligations under the Assigned Agreement in favor Agreements. Upon any transfer by the Administrative Agent of the Assigned Interest to a Subsequent Transferee; provided, however, that such Subsequent Transferee has elected in writing to assume all of such Assignor’s rights the Administrative Agent and obligations (including the obligation to cure any then existing payment defaults within the time permitted in the Assigned Agreement subject to Section (d)) under the Assigned Agreement, and has the ability to perform under the Assigned Agreement. The Subsequent Transferee Lenders shall have the right to assign all of its interest in the Assigned Agreement to any Person, provided such assignee assumes in writing all obligations of the Subsequent Transferee under the Assigned Agreement, and has the ability to perform thereunder. Upon such assignment, the Subsequent Transferee (including its agents and employees) shall be released from any further liability thereunder to the extent of its interest under the Assigned Agreement.no