Common use of Substitute Owner Clause in Contracts

Substitute Owner. The Charterer agrees that (i) if the Security Agent shall notify the Charterer that an Event of Default has occurred and is continuing and that the Security Agent has elected to exercise the rights and remedies set forth in the Finance Documents, then the Security Agent or its 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 purpose of acquiring the Vessel or a third-party purchaser of the Vessel) which, in any such case, elects to assume the Guarantor’s obligations under the Charter (the “Substitute Owner”) shall be substituted for the Guarantor under the Charter; and (ii) in such event, the Charterer shall (without prejudice to Article 1.4 below) recognise the Substitute Owner and shall continue to perform its obligations under 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 third-party vessel manager to be employed by the proposed Substitute Owner, if any) shall have the legal capacity and the financial resources and expertise to own and operate the Vessel and, without limitation, to perform the Guarantor’s obligations under the Charter; and (z) such proposed Substitute Owner shall have undertaken to the Charterer in writing to remedy as soon as practicable any outstanding defaults of the Guarantor under the Charter. The Charterer agrees that it will, at no cost to it, enter into such documents as may be reasonably required by the Security Agent or the Substitute Owner to give effect to any substitution to be effected in accordance with this Article 1.3 and the Security Agent agrees that all documented costs and expenses (including legal costs) reasonably and properly incurred by the Charterer in connection with this Article 1.3 shall be for the account of the Security Agent.

Substitute Owner. The Charterer agrees that (i) Consenting Parties agree that, if Collateral Agent notifies the Security Agent shall notify the Charterer Consenting Parties that an Event event of Default default under the Credit Agreement has occurred and is continuing and that the Security Collateral Agent has elected exercised its rights (i) to exercise have itself or its designee, reasonably acceptable to Consenting Party, substituted for the rights and remedies set forth in Borrower under one or more of the Finance DocumentsAssigned 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 the Security Agent Collateral Agent, Collateral Agent’s designee or its designee such third party (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 purpose of acquiring the Vessel or a third-party purchaser of the Vessel) which, in any such case, elects to assume the Guarantor’s obligations under the Charter (the “Substitute Owner”) shall be substituted for the Guarantor Borrower under the Charter; and (ii) each such Assigned Agreement and, in such event, the Charterer shall (without prejudice to Article 1.4 below) recognise the Substitute Owner and shall each Consenting Party party thereto will continue to perform its obligations under the Charter each such Assigned Agreement in favor of the Substitute Owner, 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 (x14) the Security Agent shall give the Charterer not less than thirty (30) days’ prior business days following delivery of written notice of 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 intended transfer and details proposed Substitute Owner’s ability to perform under the applicable Assigned Agreement(s). The failure of the proposed Substitute Owner; (y) in Owner to promptly provide each such Consenting Party with the opinion of the Charterer (acting reasonably requested financial and without undue delay), the proposed Substitute Owner (and the third-party vessel manager commercial information shall constitute reasonable grounds for such Consenting Party to be employed by object to the proposed Substitute Owner, if any) shall have the legal capacity and the financial resources and expertise to own and operate the Vessel and, without limitation, to perform the Guarantor’s obligations under the Charter; and (z) such proposed Substitute Owner shall have undertaken to the Charterer in writing to remedy as soon as practicable any outstanding defaults of the Guarantor under the Charter. The Charterer agrees that it will, at no cost to it, enter into such documents as may be reasonably required by the Security Agent or the Substitute Owner to give effect to any substitution to be effected in accordance with this Article 1.3 and the Security Agent agrees that all documented costs and expenses (including legal costs) reasonably and properly incurred by the Charterer in connection with this Article 1.3 shall be for the account of the Security Agent.

Substitute Owner. The Charterer Consenting Party agrees that (i) that, if the Security Agent shall notify the Charterer Consenting Party that an Event event of Default default under the Loan Agreement has occurred and is continuing and that the Security Agent has elected exercised its rights (a) to exercise have itself or a Qualified Agent's Designee substituted for the rights and remedies set forth Borrower under the Assigned Agreement or (b) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to (i) a Person that possesses a satisfactory level of experience in electric power plant operations (a "PERMITTED TRANSFEREE") or (ii) any Person which has acquired a partnership interest in the Finance DocumentsBorrower without contravening the terms of the Assigned Agreement or this Consent, and any other Person under common control with any of such Persons (each, a "SPONSOR") then the Security Agent Agent, the Qualified Agent's Designee, such Permitted Transferee or its 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 purpose of acquiring the Vessel or a third-party purchaser of the Vessel) which, in any such case, elects to assume the Guarantor’s obligations under the Charter (the “Substitute Owner”) Sponsor shall be substituted for the Guarantor Borrower under the Charter; Assigned Agreement upon 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 (iieach a "SUBSTITUTE OWNER") and that, in such event, the Charterer shall (without prejudice to Article 1.4 below) recognise the Substitute Owner and shall Consenting Party will continue to perform its obligations under the Charter Assigned Agreement in accordance with its terms in favor of the Substitute Owner. Notwithstanding the foregoing, in no event shall a Substitute Owner be any of the Persons (each, a "DISQUALIFIED PERSON") that the Consenting Party so designates in accordance with this sentence in writing to the Agent within ten (10) days of delivery of written notice by the Agent to 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 (xi) the Security Agent shall give Consenting Party may only designate up to three (3) Disqualified Persons (together with any Persons under common control with any such Disqualified Persons) but only to the Charterer not less than thirty (30) days’ prior written notice of extent that the intended transfer and details of the proposed Substitute Owner; (y) Consenting Party has determined in the opinion of the Charterer (acting reasonably and without undue delay), the proposed Substitute Owner good faith (and the third-party vessel manager to be employed by the proposed Substitute Owner, if any) shall have the legal capacity and the financial resources and expertise to own and operate the Vessel and, without limitation, to perform the Guarantor’s obligations under the Charter; and (z) such proposed Substitute Owner shall have undertaken to the Charterer certified in writing to remedy as soon as practicable any outstanding defaults the Agent) that such Disqualified Person is a competitor of the Guarantor under Consenting Party in the Chartersale, brokering or marketing of electrical energy or capacity and that the sale, assignment or other transfer of the 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. The Charterer agrees No Person (other than the Agent, the Agent's Qualified Designee or a Sponsor) that it will, at no cost to it, enter into such documents otherwise qualifies as may be reasonably required by the Security Agent or the a Substitute Owner pursuant to give effect to any substitution to be effected in accordance with this Article 1.3 and the Security Agent agrees that all documented costs and expenses (including legal costs) reasonably and properly incurred by the Charterer in connection with this Article 1.3 Section 1.2 shall be a Substitute Owner for purposes of this Consent until eleven (11) days after the account of Agent has delivered to the Security AgentConsenting Party the above written notice.

Substitute Owner. The Charterer (a) Each party hereto agrees that (i) that, if the any Collateral Security Agent Party shall notify the Charterer PEPCO that a default or an Event event of Default default has occurred and is continuing under any Financing Document (as such default or event of default is defined in such Financing Document) and that the such Collateral Security Agent Party has elected to exercise the rights and remedies set forth in it may have under any of the Finance DocumentsFinancing Documents as a result of such default or event of default, then the then, such Collateral Security Agent Party or its designee (which may be transferee, 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 purpose of acquiring the Vessel or a third-party any purchaser of the Vessel) which, in any such case, elects to assume the Guarantor’s obligations under the Charter (the “Substitute Owner”) Assigned Interest at a foreclosure or other sale shall be substituted for the Guarantor Partnership under the Charter; Assigned Agreement, provided that such substitution shall be subject to (i) the agreement of such Collateral Security Party, such transferee or such purchaser, as the case may be, to assume all of the obligations of the Partnership under the Assigned Agreement, the Transmission Facilities Letter Agreement and the Transfer Agreement in accordance with Section 1.6 hereof and to be bound by the terms of the Assigned Agreement, the Transmission Facilities Letter Agreement, the Transfer Agreement and this Consent (which assumption and agreement shall be set forth in a form reasonably satisfactory to PEPCO), (ii) the prior written consent of PEPCO, which consent shall not be unreasonably withheld or delayed, as long as PEPCO reasonably determines that such Collateral Security Party, such transferee or such purchaser, as the case may be, is a party that is financially and technically capable (or, as to technical capability, has retained an experienced operator who is technically capable) of completing the construction of, and operating, the Project in accordance with the terms of the Assigned Agreement, and (iii) the receipt of all necessary governmental and regulatory approvals required for such substitution, if any, in form and substance reasonably satisfactory to PEPCO, the Security Agent, the Owner Trustee, the Indenture Trustee and GE Capital. Notwithstanding the foregoing, no Person shall be substituted for the Partnership under the Assigned Agreement if, prior to PEPCO's receipt of notice from any Collateral Security Party pursuant to this Section 1.2(a), PEPCO has (i) given the Partnership a notice of default and intention to terminate the Assigned Agreement pursuant to Subsection 15.2(a) of the Assigned Agreement, and (ii) where applicable, given the Security Agent, the Owner Trustee, the Indenture Trustee and the Owner Participant notice pursuant to Section 1.3 hereof that the Partnership is in default and that PEPCO intends to terminate the Assigned Agreement and the Security Agent, the Owner Trustee, the Indenture Trustee, or the Owner Participant has failed to cure such default within the time period provided to the Security Agent, the Owner Trustee, the Indenture Trustee and the Owner Participant in Section 1.3 hereof to cure such default. (b) The parties hereto agree that, if any Collateral Security Party shall notify PEPCO that a default or an event of default has occurred and is continuing under any Financing Document (as such default or event of default is defined in such eventFinancing Document) and that such Collateral Security Party has elected to exercise rights and remedies it may have under any of the Financing Documents as a result of such default or event of default, then, such Collateral Security Party or its transferee or any purchaser of a Transfer Interest (as such term is defined below) at a foreclosure or other sale shall be substituted for the Partnership (or the Owner Trustee with respect to the Facility following the assignment and sale of the Facility by the Partnership to the Owner Trustee pursuant to the Bixx xf Sale and the Present Assignment and Section 1.7(a) of this Consent) as the owner of such Transfer Interest, provided that such substitution shall be subject to (i) the agreement of such Collateral Security Party, such transferee or such purchaser, as the case may be, to assume all of the obligations of the Partnership (with respect to the Transfer Interest) under the Assigned Agreement, the Charterer Transmission Facilities Letter Agreement, and the Transfer Agreement in accordance with Section 1.6 hereof and this Consent and (with respect to the Transfer Interest) to be bound by the terms of the Assigned Agreement, the Transfer Agreement, the Transmission Facilities Letter Agreement and this Consent (which assumption and agreement shall be set forth in a form reasonably satisfactory to PEPCO), (without prejudice ii) the prior written consent of PEPCO, which consent shall not be unreasonably withheld or delayed, as long as PEPCO reasonably determines that such Collateral Security Party, such transferee or such purchaser, as the case may be, is a party that is financially and technically capable (or, as to Article 1.4 belowtechnical capability, has retained an experienced operator who is technically capable) recognise of completing the Substitute construction of, and operating, the Project in accordance with the terms of the Assigned Agreement, (iii) the receipt of all necessary governmental and regulatory approvals required for such substitution, if any, in form and substance reasonably satisfactory to PEPCO, the Security Agent, the Indenture Trustee and the Owner Participant and (iv), in the case of a foreclosure sale, compliance with the provisions of either Subsection 18.6(b)(i) or Subsection 18.6(b)(ii) of the Assigned Agreement to PEPCO's reasonable satisfaction (with such Collateral Security Party being treated as Financing Parties, the Partnership being the Seller and the Site being included within the term "Facility" for purposes of application of such Subsections). Notwithstanding the foregoing, no person shall be substituted for the Partnership (or the Owner Trustee with respect to the Facility following the assignment and sale of the Facility by the Partnership to the Owner Trustee pursuant to the Bixx xf Sale and the Present Assignment and Section 1.7(a) of this Consent) as the owner of a Transfer Interest if, prior to PEPCO's receipt of notice from any Collateral Security Party pursuant to this Section 1.2(b), PEPCO has given the Partnership, the Security Agent, the Indenture Trustee, the Owner Trustee and the Owner Participant notice pursuant to Section 18.1 or 18.2 of the Assigned Agreement of PEPCO's intention to exercise its right to purchase such Transfer Interest. PEPCO hereby waives during the effectiveness of this Consent its option under Section 18.1 of the Assigned Agreement and its right of first refusal under Section 18.2 of the Assigned Agreement to purchase a Transfer Interest that is transferred in accordance with the requirements of this Section 1.2(b). For purposes of this Consent, the term "Transfer Interest" shall be defined as set forth in the Assigned Agreement, provided, however, that any such interest shall continue to perform its obligations under be deemed to be a Transfer Interest following transfer of such interest from the Charter in favor of Partnership to any other Person (including but not limited to 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)Owner Trustee, the proposed Substitute Indenture Trustee, the Owner (and the third-party vessel manager to be employed by the proposed Substitute Owner, if any) shall have the legal capacity and the financial resources and expertise to own and operate the Vessel and, without limitation, to perform the Guarantor’s obligations under the Charter; and (z) such proposed Substitute Owner shall have undertaken to the Charterer in writing to remedy as soon as practicable any outstanding defaults of the Guarantor under the Charter. The Charterer agrees that it will, at no cost to it, enter into such documents as may be reasonably required by the Security Agent or the Substitute Owner to give effect to any substitution to be effected in accordance with this Article 1.3 Participant and the Security Agent agrees that all documented costs Agent), and expenses (including legal costs) reasonably and properly incurred by the Charterer in connection with this Article 1.3 shall be for the account each subsequent transfer of the Security Agentsuch interest.

Substitute Owner. The Charterer Consenting Party agrees that (i) that, if the Security Collateral Agent shall notify the Charterer Consenting Party that an Event event of Default default under any of the Financing Documents has occurred and is continuing and that the Security Collateral Agent has elected exercised its rights (a) to exercise have itself or a Qualified Agent's Designee substituted for the rights and remedies set forth Partnership under the Assigned Agreement or (b) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to (i) a Person that possesses, a satisfactory level of experience in electric power plant operations (a "PERMITTED TRANSFEREE") or (ii) any Person which has acquired a partnership interest in the Finance DocumentsPartnership without contravening the terms of the Assigned Agreement or this Consent, and any other Person under common control with any of such Persons (each, a "SPONSOR"), then the Security Agent Collateral Agent, the Qualified Agent's Designee, such Permitted Transferee or its 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 purpose of acquiring the Vessel or a third-party purchaser of the Vessel) which, in any such case, elects to assume the Guarantor’s obligations under the Charter (the “Substitute Owner”) Sponsor shall be substituted for the Guarantor Partnership under the Charter; Assigned Agreement upon 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 (iieach, a "SUBSTITUTE OWNER") and that, in such event, the Charterer shall (without prejudice to Article 1.4 below) recognise the Substitute Owner and shall Consenting Party will continue to perform its obligations under the Charter Assigned Agreement in accordance with its terms in favor of the Substitute Owner. Notwithstanding the foregoing, in no event shall a Substitute Owner be any of the Persons (each, a "DISQUALIFIED PERSON") that the Consenting Party so designates in accordance with this sentence in writing to the Collateral Agent within ten (10) days of delivery of written notice by the Collateral Agent to 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 (xi) the Security Agent shall give Consenting Party may only designate up to three (3) Disqualified Persons (together with any Persons under common control with any such Disqualified Persons) but only to the Charterer not less than thirty (30) days’ prior written notice of extent that the intended transfer and details of the proposed Substitute Owner; (y) Consenting Party has determined in the opinion of the Charterer (acting reasonably and without undue delay), the proposed Substitute Owner good faith (and the third-party vessel manager to be employed by the proposed Substitute Owner, if any) shall have the legal capacity and the financial resources and expertise to own and operate the Vessel and, without limitation, to perform the Guarantor’s obligations under the Charter; and (z) such proposed Substitute Owner shall have undertaken to the Charterer certified in writing to remedy the Collateral Agent) that such Disqualified Person is a Competitor (as soon as practicable any outstanding defaults defined in the Assigned Agreement) of the Guarantor under Consenting Party in the Chartersale, brokering or marketing of electrical energy or capacity and that the sale, assignment or other transfer of the 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. The Charterer agrees No Person (other than the Collateral Agent, the Qualified Agent's Designee or a Sponsor) that it will, at no cost to it, enter into such documents otherwise qualifies as may be reasonably required by the Security Agent or the a Substitute Owner pursuant to give effect to any substitution to be effected in accordance with this Article 1.3 and the Security Agent agrees that all documented costs and expenses (including legal costs) reasonably and properly incurred by the Charterer in connection with this Article 1.3 Section 1.2 shall be a Substitute Owner for purposes of this Consent until eleven (11) days after the account of Collateral Agent has delivered to the Security AgentConsenting Party the above written notice.