Common use of Termination/Transfer Clause in Contracts

Termination/Transfer. (i) The Consenting Party will not, without the prior written consent of the Collateral Agent, (A) cancel or terminate any of the Contracts except as provided in the Contracts and in accordance with Section 1(e)(ii) hereof, or consent to or accept any cancellation or termination thereof by the Borrower, (B) sell, assign or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Contracts, except as set forth in Article 15 of the Master Operating Agreement, or (C) amend or modify the Contracts in any respect that may reasonably be expected to have a material effect on the Borrower's rights or obligations. The Consenting Party agrees to deliver duplicates or copies of all (i) notices of default delivered under or pursuant to any of the Contracts to the Collateral Agent promptly upon delivery thereof to the Borrower (and the Consenting Party agrees that no such notice of default shall be effective until received by Collateral Agent), and (ii) amendments to any of the Contracts that in any respect may reasonably be expected to have a material effect on the Borrower's rights or obligations (and the Consenting Party agrees that no such amendment shall be effective until received by the Collateral Agent); provided, that any failure by the Consenting Party to deliver to the Collateral Agent any such duplicates or copies shall not subject the Consenting Party to any liability whatsoever. (ii) The Consenting Party will not terminate the Contracts or any of its obligations thereunder on account of any default or breach of the Borrower thereunder without (A) in the case of a default by the Borrower that is the failure by the Borrower to pay amounts to the Consenting Party which are due and payable under the Contracts, first providing to the Collateral Agent written notice of such default and ninety (90) days from the date such notice is delivered to the Collateral Agent to pay such amounts and (B) in the case of a default that cannot be cured by the payment of money to the Consenting Party, first providing to the Collateral Agent written notice of such default and a reasonable opportunity (in any event at least ninety (90) days but no more than one hundred eighty (180) days) to cure such breach or default so long as the Collateral Agent or its designee shall have commenced to cure the breach or default within such ninety-day period and thereafter diligently pursues such cure to completion and continues to perform any monetary obligations of the Borrower to the Consenting Party under the Contracts and all other obligations of the Borrower under the Contracts are performed by the Borrower (or the Collateral Agent on behalf of the Borrower) or with respect to any defaults that are not susceptible of being cured by the Collateral Agent, to rectify to the Consenting Party's reasonable satisfaction the effect on the Consenting Party of such default within such period. If possession of the Energy Complex (by way of foreclosure proceedings or otherwise) is necessary to cure such breach or default, the Collateral Agent or its successor, transferee or assignee will be allowed a reasonable period to complete such proceedings or otherwise accomplish such possession; provided, that in no event shall such additional period exceed thirty (30) days. The Collateral Agent acknowledges and agrees that during the foregoing time periods the Consenting Party shall be entitled to exercise any set-off right which the Consenting Party may have against the Borrower under the Contracts. If the Collateral Agent or its successor, transferee or assignee is prohibited by any court order or bankruptcy or insolvency proceedings from curing the default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition. Subject to Section 1(d) hereof, the Consenting Party consents to the transfer of the Borrower's interest under the Contracts to the Collateral Agent for the benefit of the Secured Parties or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by the Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, the Consenting Party shall recognize the Collateral Agent or other purchaser or grantee as the applicable party under the transferred Contracts (provided that the Collateral Agent or such purchaser or grantee assumes the obligations of the Borrower under the transferred Contracts as provided in Section 1(d) hereof).

Termination/Transfer. (i) The Consenting Party will not, without the prior written consent of the Collateral Agent, (A) cancel or terminate any of the Contracts except as provided in the Contracts and in accordance with Section 1(e)(ii) hereof, or consent to or accept any cancellation or termination thereof by the Borrower, (B) sell, assign or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Contracts, except as set forth in Article 15 of the Master Operating Agreement, or (C) amend or modify the Contracts in any respect that may reasonably be expected to have a material effect on the Borrower's rights or obligations. The Consenting Party agrees to deliver duplicates or copies of all (i) notices of default delivered under or pursuant to any of the Contracts to the Collateral Agent promptly upon delivery thereof to the Borrower (and the Consenting Party agrees that no such notice of default shall be effective until received by Collateral Agent), and (ii) amendments to any of the Contracts that in any respect may reasonably be expected to have a material effect on the Borrower's rights or obligations (and the Consenting Party agrees that no such amendment shall be effective until received by the Collateral Agent); , provided, that any failure by the Consenting Party to deliver to the Collateral Agent any such duplicates or copies shall not subject the Consenting Party to any liability whatsoever. (ii) The Consenting Party will not terminate the Contracts or any of its obligations thereunder on account of any default or breach of the Borrower thereunder without (A) in the case of a default by the Borrower that is the failure by the Borrower to pay amounts to the Consenting Party which are due and payable under the Contracts, first providing to the Collateral Agent written notice of such default and ninety (90) days from the date such notice is delivered to the Collateral Agent to pay such amounts and (B) in the case of a default that cannot be cured by the payment of money to the Consenting Party, first providing to the Collateral Agent written notice of such default and a reasonable opportunity (in any event at least ninety (90) days but no more than one hundred eighty (180) days) to cure such breach or default so long as the Collateral Agent or its designee shall have commenced to cure the breach or default within such ninety-day period and thereafter diligently pursues such cure to completion and continues to perform any monetary obligations of the Borrower to the Consenting Party under the Contracts and all other obligations of the Borrower under the Contracts are performed by the Borrower (or the Collateral Agent on behalf of the Borrower) or with respect to any defaults that are not susceptible of being cured by the Collateral Agent, to rectify to the Consenting Party's reasonable satisfaction the effect on the Consenting Party of such default within such period. If possession of the Energy Complex (by way of foreclosure proceedings or otherwise) is necessary to cure such breach or default, the Collateral Agent or its successor, transferee or assignee will be allowed a reasonable period to complete such proceedings or otherwise accomplish such possession; , provided, that in no event shall such additional period exceed thirty (30) days. The Collateral Agent acknowledges and agrees that during the foregoing time periods the Consenting Party shall be entitled to exercise any set-off right which the Consenting Party may have against the Borrower under the Contracts. If the Collateral Agent or its successor, transferee or assignee is prohibited by any court order or bankruptcy or insolvency proceedings from curing the default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition. Subject to Section 1(d) hereof, the Consenting Party consents to the transfer of the Borrower's interest under the Contracts to the Collateral Agent for the benefit of the Secured Parties or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by the Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, the Consenting Party shall recognize the Collateral Agent or other purchaser or grantee as the applicable party under the transferred Contracts (provided that the Collateral Agent or such purchaser or grantee assumes the obligations of the Borrower under the transferred Contracts as provided in Section 1(d) hereof).