Common use of Substitute Owner Clause in Contracts

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 Parties agree that, Charterer agrees that (i) if Collateral the Security Agent notifies shall notify the Consenting Parties Charterer that an event Event of default under the Credit Agreement Default has occurred and is continuing and that Collateral the Security Agent has exercised its elected to exercise the rights (i) to have itself and remedies set forth in the Finance Documents, then the Security Agent or its designee, reasonably acceptable to Consenting Party, substituted designee (which may be or include a receiver appointed in respect of the Guarantor or a person nominated by the Security Agent or a special purpose company created for the Borrower under one purpose of acquiring the Vessel or more a third-party purchaser of the Assigned Agreements or Vessel) which, in any such case, elects to assume the Guarantor’s obligations under the Charter (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 Guarantor under each such Assigned Agreement and, the Charter; and (ii) in such event, each Consenting Party party thereto will the Charterer shall (without prejudice to Article 1.4 below) recognise the Substitute Owner and shall continue to perform its obligations under each such Assigned Agreement the Charter in favor of the Substitute Owner, provided that (x) the Security Agent shall give the Charterer not less than thirty (30) days’ prior written notice of the intended transfer and details of the proposed Substitute Owner; (y) in the opinion of the Charterer (acting reasonably and without undue delay), the proposed 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 third-party vessel manager to be acceptable employed by the proposed Substitute Owner, if any) shall have the legal capacity and the financial resources and expertise to each such Consenting Party if such Consenting Party does not object own and operate the Vessel and, without limitation, to perform the Guarantor’s obligations under the Charter; and (z) such proposed Substitute Owner within fourteen (14) business days following delivery shall have undertaken to the Charterer in writing to remedy as soon as practicable any outstanding defaults of written notice thereof to such Consenting Partythe Guarantor under the Charter. The proposed Substitute Owner shall promptly provide each Charterer agrees that it will, at no cost to it, enter into such Consenting Party with all financial and commercial information documents as may be reasonably requested required by such Consenting Party in order to evaluate the proposed Substitute Owner’s ability to perform under Security Agent or the applicable Assigned Agreement(s). The failure of the proposed Substitute Owner to promptly provide each such Consenting Party give effect to any substitution to be effected in accordance with this Article 1.3 and the requested financial Security Agent agrees that all documented costs and commercial information expenses (including legal costs) reasonably and properly incurred by the Charterer in connection with this Article 1.3 shall constitute reasonable grounds be for such Consenting Party to object to the proposed Substitute Owneraccount of the Security Agent.

Substitute Owner. The Consenting Parties agree Party agrees that, if Collateral the Agent notifies shall notify the Consenting Parties Party that an event of default under the Credit Loan Agreement has occurred and is continuing and that Collateral the Agent has exercised its rights (ia) to have itself or its designee, reasonably acceptable to Consenting Party, a Qualified Agent's Designee substituted for the Borrower under one or more of the Assigned Agreements Agreement or (iib) to sell, assign, transfer or otherwise dispose of one the Assigned Agreement to (i) a Person that possesses a satisfactory level of experience in electric power plant operations (a "PERMITTED TRANSFEREE") or more (ii) any Person which has acquired a partnership interest in the Borrower without contravening the terms of the Assigned Agreements to Agreement or this Consent, and any other Person under common control with any of such Persons (each, a third party, reasonably acceptable to each Consenting Party party thereto, "SPONSOR") then Collateral the Agent, Collateral the Qualified Agent’s designee 's Designee, such Permitted Transferee or such third party (a “Substitute Owner”) Sponsor shall be substituted for the Borrower under each such the Assigned Agreement andupon the assumption by the Agent, the Qualified Agent's Designee, such Permitted Transferee or such Sponsor, as the case may be, of all of the rights and obligations of the Borrower under the Assigned Agreement pursuant to a written assumption agreement (each a "SUBSTITUTE OWNER") and that, in such event, each the Consenting Party party thereto will continue to perform its obligations under each such the Assigned Agreement in accordance with its terms in favor of the Substitute Owner and Owner. Notwithstanding the foregoing, in no event shall a Substitute Owner will perform and fulfill all be any of the obligations of Borrower under each such Assigned Agreement; provided Persons (each, a "DISQUALIFIED PERSON") that any Substitute Owner shall be deemed to be acceptable to each such the Consenting Party if such Consenting Party does not object so designates in accordance with this sentence in writing to such proposed Substitute Owner the Agent within fourteen ten (1410) business days following of delivery of written notice thereof by the Agent to such Consenting Party. The proposed Substitute Owner shall promptly provide each such the Consenting Party that the Agent intends to seek a purchaser for the Plant following an event of default under the Loan Agreement, provided that (i) the Consenting Party may only designate up to three (3) Disqualified Persons (together with all financial any Persons under common control with any such Disqualified Persons) but only to the extent that the Consenting Party has determined in good faith (and commercial information reasonably requested by certified in writing to the Agent) that such Disqualified Person is a competitor of the Consenting Party in order to evaluate the proposed Substitute Owner’s ability to perform under sale, brokering or marketing of electrical energy or capacity and that the applicable Assigned Agreement(s). The failure sale, assignment or other transfer of the proposed Plant to such Disqualified Person would be detrimental to the Consenting Party's competitive interests in the sale, brokering or marketing of electrical energy and capacity and (ii) in no event shall the Consenting Party designate any of the Sponsors as a Disqualified Person. No Person (other than the Agent, the Agent's Qualified Designee or a Sponsor) that otherwise qualifies as a Substitute Owner pursuant to promptly provide each such this Section 1.2 shall be a Substitute Owner for purposes of this Consent until eleven (11) days after the Agent has delivered to the Consenting Party with the requested financial and commercial information shall constitute reasonable grounds for such Consenting Party to object to the proposed Substitute Ownerabove written notice.

Substitute Owner. The Consenting Parties agree Party agrees that, if the Collateral Agent notifies shall notify the Consenting Parties Party that an event of default under any of the Credit Agreement Financing Documents has occurred and is continuing and that the Collateral Agent has exercised its rights (ia) to have itself or its designee, reasonably acceptable to Consenting Party, a Qualified Agent's Designee substituted for the Borrower Partnership under one or more of the Assigned Agreements Agreement or (iib) to sell, assign, transfer or otherwise dispose of one the Assigned Agreement to (i) a Person that possesses, a satisfactory level of experience in electric power plant operations (a "PERMITTED TRANSFEREE") or more (ii) any Person which has acquired a partnership interest in the Partnership without contravening the terms of the Assigned Agreements to Agreement or this Consent, and any other Person under common control with any of such Persons (each, a third party, reasonably acceptable to each Consenting Party party thereto"SPONSOR"), then the Collateral Agent, Collateral the Qualified Agent’s designee 's Designee, such Permitted Transferee or such third party (a “Substitute Owner”) Sponsor shall be substituted for the Borrower Partnership under each such the Assigned Agreement andupon the assumption by the Collateral Agent, the Qualified Agent's Designee, such Permitted Transferee or such Sponsor, as the case may be, of all of the rights and obligations of the Partnership under the Assigned Agreement pursuant to a written assumption agreement (each, a "SUBSTITUTE OWNER") and that, in such event, each the Consenting Party party thereto will continue to perform its obligations under each such the Assigned Agreement in accordance with its terms in favor of the Substitute Owner and Owner. Notwithstanding the foregoing, in no event shall a Substitute Owner will perform and fulfill all be any of the obligations of Borrower under each such Assigned Agreement; provided Persons (each, a "DISQUALIFIED PERSON") that any Substitute Owner shall be deemed to be acceptable to each such the Consenting Party if such Consenting Party does not object so designates in accordance with this sentence in writing to such proposed Substitute Owner the Collateral Agent within fourteen ten (1410) business days following of delivery of written notice thereof by the Collateral Agent to such Consenting Party. The proposed Substitute Owner shall promptly provide each such the Consenting Party that the Collateral Agent intends to seek a purchaser for the Plant following an event of default under any of the Financing Documents, provided that (i) the Consenting Party may only designate up to three (3) Disqualified Persons (together with all financial any Persons under common control with any such Disqualified Persons) but only to the extent that the Consenting Party has determined in good faith (and commercial information reasonably requested by certified in writing to the Collateral Agent) that such Disqualified Person is a Competitor (as defined in the Assigned Agreement) of the Consenting Party in order to evaluate the proposed Substitute Owner’s ability to perform under sale, brokering or marketing of electrical energy or capacity and that the applicable Assigned Agreement(s). The failure sale, assignment or other transfer of the proposed Plant to such Disqualified Person would be detrimental to the Consenting Party's competitive interests in the sale, brokering or marketing of electrical energy and capacity and (ii) in no event shall the Consenting Party designate any of the Sponsors as a Disqualified Person. No Person (other than the Collateral Agent, the Qualified Agent's Designee or a Sponsor) that otherwise qualifies as a Substitute Owner pursuant to promptly provide each such this Section 1.2 shall be a Substitute Owner for purposes of this Consent until eleven (11) days after the Collateral Agent has delivered to the Consenting Party with the requested financial and commercial information shall constitute reasonable grounds for such Consenting Party to object to the proposed Substitute Ownerabove written notice.