Common use of Substitute Owner Clause in Contracts

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 Obligor acknowledges (a) Consenting Party agrees that upon if the Agent shall notify Consenting Party that an event of default by the Assignor under the Financing Arrangements Credit Agreement has occurred and an is continuing and that the Agent has elected to exercise of its rights and remedies by the Collateral Agent under set forth in the Security DocumentsAgreement, then (i) the Collateral Agent may (but or a Substitute Owner 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 substituted for Borrower under the Assigned Agreement. Each assuming party shall agree in writing Agreement upon prior written notice to be bound bysuch effect to Consenting Party, and to assume (ii) Consenting Party will recognize the terms and conditions ofAgent or Substitute Owner, as the Assigned Agreement pursuant to an assignment agreement in form and substance satisfactory to the Obligor pursuant to Section 21.1 of the Assigned Agreementcase may be, and the Obligor shall will continue to perform its obligations under the Assigned Agreement in favor of the assuming party Agent or Substitute Owner, as if such party had been an original party to 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 assuming party ability of Consenting Party to exercise or enforce its rights under the Assigned Agreement, subject to Section 2.3. (b) The Agent, individually and on behalf of the Lenders, agrees that following substitution pursuant to Section 2.2(a), the Agent shall cure become bound by the terms and conditions of the Assigned Agreement and shall be subject to the obligations of Borrower thereunder. (c) If the Agent or any defaults, whether monetary or otherwise, then existing Substitute Owner is substituted for Borrower under the Assigned Agreement in pursuant to Section 2.2(a), then the Agent or any such assuming party’s capacity Substitute Owner, as “Owner” the case may be, shall be liable under the Assigned Agreement for any unperformed payment obligations (including damages previously reduced to a payment obligation) existing 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 date of substitution and for performance of the Collateral Agent or any obligations of Borrower to be performed after the date of such substitution, but only to the extent of the other Secured Parties) shall not exceed all of its right, title and Agent’s or such Substitute Owner’s interest in the New Common Facilities and to the Projectall revenues and proceeds derived therefrom.

Substitute Owner. The Obligor acknowledges (a) Consenting Party agrees that upon if the Agent shall notify Consenting Party that an event of default by the Assignor under the Financing Arrangements Credit Agreement has occurred and an is continuing and that the Agent has elected to exercise of its rights and remedies by the Collateral Agent under set forth in the Security DocumentsAgreement, then (i) the Collateral Agent may (but or a Substitute Owner 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 substituted for Borrower under the Assigned Agreement. Each assuming party shall agree in writing Agreement upon prior written notice to be bound bysuch effect to Consenting Party, and to assume (ii) Consenting Party will recognize the terms and conditions ofAgent or Substitute Owner, as the Assigned Agreement pursuant to an assignment agreement in form and substance satisfactory to the Obligor pursuant to Section 21.1 of the Assigned Agreementcase may be, and the Obligor shall will continue to perform its obligations under the Assigned Agreement in favor of the assuming party Agent or Substitute Owner, as if such party had been an original party to 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 assuming party ability of Consenting Party to exercise or enforce its rights under the Assigned Agreement, subject to Section 2.3. (b) The Agent, individually and on behalf of the Lenders, agrees that following substitution pursuant to Section 2.2(a), the Agent shall cure become bound by the terms and conditions of the Assigned Agreement and shall be subject to the obligations of Borrower thereunder. (c) If the Agent or any defaults, whether monetary or otherwise, then existing Substitute Owner is substituted for Borrower under the Assigned Agreement in pursuant to Section 2.2(a), then the Agent or any such assuming party’s capacity Substitute Owner, as “Owner” the case may be, shall be liable under the Assigned Agreement for any unperformed payment obligations (including damages previously reduced to a payment obligation) existing 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 date of substitution and for performance of the Collateral Agent or any obligations of Borrower to be performed after the date of such substitution, but only to the extent of the other Secured Parties) shall not exceed all of its right, title and Agent’s or such Substitute Owner’s interest in the Project and to the Projectall revenues and proceeds derived therefrom.

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 Lender under the Security Documents, the Collateral Agent Lender 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 Lender (or any entity acting on behalf of the Collateral Agent Lender or any of the other Secured Parties) shall not exceed all of its right, title and interest in and to the Project.