Substitute Owner. The Customer agrees that, if the System Lessor notifies the Customer that an event of default under the Lease Agreement has occurred and is continuing and that the System Lessor has exercised its rights (i) to have itself or its designee substituted for the Provider under the Assigned Agreement, (ii) to acquire or have its designee or assignee acquire the Provider, or (iii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, including in a judicial or non-judicial foreclosure sale, then the System Lessor, the System Lessor’s designee or such third party (each, a “Substitute Owner”) shall be substituted for the Provider under the Assigned Agreement and, in such event, the Customer will (x) recognize the Substitute Owner as its counterparty to the Assigned Agreement, (y) take any actions and execute any documents, agreements or instruments reasonably necessary to effect such substitution, and (z) continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner pursuant to the terms hereof and thereof.
Substitute Owner. The Obligor acknowledges that upon an event of default by the Assignor under the Financing Arrangements and an exercise of remedies by the Collateral Agent under the Security Documents, the Collateral Agent may (but shall not be obligated to) assume, or cause any purchaser at any foreclosure sale or any assignee or transferee under any instrument of assignment or transfer in lieu of foreclosure to assume, all of the interests, rights and obligations of the Assignor thereafter arising under the Assigned Agreement. Each assuming party shall agree in writing to be bound by, and to assume the terms and conditions of, the Assigned Agreement pursuant to an assignment agreement in form and substance satisfactory to the Obligor pursuant to Section 21.1 of the Assigned Agreement, and the Obligor shall continue to perform its obligations under the Assigned Agreement in favor of the assuming party as if such party had been an original party to the Assigned Agreement; provided, that the assuming party shall cure any defaults, whether monetary or otherwise, then existing under the Assigned Agreement in such assuming party’s capacity as “Owner” under the Assigned Agreement (as defined in such agreement) after giving effect to assignment of Assignor’s rights and obligations to such assuming party; but provided, further, that the liability of the Collateral Agent (or any entity acting on behalf of the Collateral Agent or any of the other Secured Parties) shall not exceed all of its right, title and interest in and to the Project.
Substitute Owner. The Consenting Parties agree that, if Collateral Agent notifies the Consenting Parties that an event of default under the Credit Agreement has occurred and is continuing and that Collateral Agent has exercised its rights (i) to have itself or its designee, reasonably acceptable to Consenting Party, substituted for the Borrower under one or more of the Assigned Agreements or (ii) to sell, assign, transfer or otherwise dispose of one or more of the Assigned Agreements to a third party, reasonably acceptable to each Consenting Party party thereto, then Collateral Agent, Collateral Agent’s designee or such third party (a “Substitute Owner”) shall be substituted for the Borrower under each such Assigned Agreement and, in such event, each Consenting Party party thereto will continue to perform its obligations under each such Assigned Agreement in favor of the Substitute Owner and the Substitute Owner will perform and fulfill all of the obligations of Borrower under each such Assigned Agreement; provided that any Substitute Owner shall be deemed to be acceptable to each such Consenting Party if such Consenting Party does not object to such proposed Substitute Owner within fourteen (14) business days following delivery of written notice thereof to such Consenting Party. The proposed Substitute Owner shall promptly provide each such Consenting Party with all financial and commercial information reasonably requested by such Consenting Party in order to evaluate the proposed Substitute Owner’s ability to perform under the applicable Assigned Agreement(s). The failure of the proposed Substitute Owner to promptly provide each such Consenting Party with the requested financial and commercial information shall constitute reasonable grounds for such Consenting Party to object to the proposed Substitute Owner.
Substitute Owner. The Consenting Party agrees that, if the Collateral Agent shall notify the Consenting Party that an event of default under any of the Financing Documents has occurred and is continuing and that the Collateral Agent has exercised its rights (a) to have itself or its designee substituted for the Partnership under the Assigned Agreement or (b) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a person, then the Collateral Agent, the Collateral Agent's designee or such person (each, a "Substitute Owner") shall be substituted for the Partnership under the Assigned Agreement and that, in such event, the Consenting Party will continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner.
Substitute Owner. Subject to Section 1.7, the Parties agree that if Collateral Agent notifies (such notice, a “Financing Document Default Notice”) SCE that an event of default has occurred and is continuing under the Financing Documents (a “Financing Document Event of Default”) then, upon a judicial foreclosure sale, non-judicial foreclosure sale, deed in lieu of foreclosure or other transfer following a Financing Document Event of Default, Collateral Agent (or its designee) shall be substituted for Project Company (the “Substitute Owner”) under the Agreement, and, subject to Sections 1.7(b) and 1.7(c) below, SCE and Substitute Owner will recognize each other as counterparties under the Agreement and will continue to perform their respective obligations (including those obligations accruing to SCE and the Project Company prior to the existence of the Substitute Owner) under the Agreement in favor of each other in accordance with the terms thereof; provided, however, that before SCE is required to recognize the Substitute Owner, the Substitute Owner must have demonstrated to SCE’s reasonable satisfaction that the Substitute Owner has financial qualifications and operating experience [TBD] (a “Permitted Transferee”). For purposes of the foregoing, SCE shall be entitled to assume that any such purported exercise of rights by Collateral Agent that results in substitution of a Substitute Owner under the Agreement is in accordance with the Financing Documents without independent investigation thereof but shall have the right to require that the Collateral Agent and its designee (if applicable) provide reasonable evidence demonstrating the same.
Substitute Owner. Subject to Section 1.7(c), any Substitute Owner pursuant to Section 1.4 shall be required to perform Project Company’s obligations under the Agreement, including posting and collateral assignment of the Agreement Collateral; provided, however, that the obligations of such Substitute Owner shall be no more than those of Project Company under the Agreement.
Substitute Owner. (a) Consenting Party agrees that if the Agent shall notify Consenting Party that an event of default under the Credit Agreement has occurred and is continuing and that the Agent has elected to exercise its rights and remedies set forth in the Security Agreement, then (i) the Agent or a Substitute Owner shall be substituted for Borrower under the Assigned Agreement upon prior written notice to such effect to Consenting Party, and (ii) Consenting Party will recognize the Agent or Substitute Owner, as the case may be, and will continue to perform its obligations under the Assigned Agreement in favor of the Agent or Substitute Owner, as the case may be, in accordance with the terms of the Assigned Agreement; provided, however, that nothing in this Section 2.2(a) shall limit the ability of Consenting Party to exercise or enforce its rights under the Assigned Agreement, subject to Section 2.3.
Substitute Owner. The Consenting Party and Company each agree that, if the Collateral Agent shall notify the Consenting Party that an event of default under any of the Financing Documents has occurred and is continuing and that the Collateral Agent has exercised its rights (a) to have itself or its designee substituted for the Company under the Assigned Agreement or (b) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to any Person, including, without limitation, any purchaser or grantee at a judicial or non-judicial foreclosure sale or by a conveyance by the Company in lieu of foreclosure, then the Collateral Agent, the Collateral Agent’s designee or such Person (each, a “Substitute Owner”) shall be substituted for the Company under the Assigned Agreement and that, in such event, the Consenting Party will continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner, provided that any Substitute Owner under this Section 1.02 will cause the Project to be operated by an experienced, qualified operator of generating facilities.
Substitute Owner. CHS agrees that, if Collateral Agent notifies CHS that an event of default under the Credit Agreement has occurred and is continuing and that Collateral Agent has exercised its rights (i) to have itself or its designee substituted for the Borrower under the Assigned Agreement or (ii) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to a third party, then Collateral Agent, Collateral Agent's designee or such third party (each, a "Substitute Owner") shall be substituted for the Borrower under the Assigned Agreement and, in such event, subject to the provisions of Section 1(d), CHS will continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner.
