Replacement Obligor definition

Replacement Obligor means, with respect to an affected Major Project Contract or a party thereto, any Person who (a)(i) if such Person is in replacement of an EPC Contractor, shall be reasonably acceptable to the Required Lenders, or (ii) if such Person is in replacement of the counterparty to a Utility RA Contract, shall (including any guarantor of such Person’s obligations) have substantially similar creditworthiness as such counterparty (including any guarantor of such counterparty’s obligations) had as of the Closing Date, and (b) assumes the obligation of providing the services and/or products on terms and conditions not materially less favorable (taken as a whole) to the applicable Loan Party than those that such affected party was obligated to provide pursuant to the applicable Major Project Contract (or on such other terms as may be reasonably acceptable to the Administrative Agent).

Replacement Obligor means, with respect to any Person party to a Project Document, any Person satisfactory to Administrative Agent (with the consent of the Majority Lenders) who, pursuant to any definitive agreement or definitive guaranty satisfactory to Administrative Agent (with the consent of the Majority Lenders) assumes the obligation of providing the services and/or products on terms and conditions no less favorable to Borrower or any Project Company than those which such Person being replaced is obligated to provide pursuant to the applicable Project Document.

Replacement Obligor means a Person (or any guarantor of such Person’s obligations) (a) having, on the date of such replacement, a credit rating of [***] or better from S&P or [***] or better from Xxxxx’x or (b) otherwise acceptable to the Lenders.

Examples of Replacement Obligor in a sentence

• Notwithstanding Section 10.1 (g), if any Material Project Document shall fail for any reason to be in full force; provided, however, that Borrower shall have forty-five (45) days following such failure to cure such failure or enter into a replacement Material Project Document with a Replacement Obligor.

• Notwithstanding the foregoing, no Event of Default shall occur as a result of such breach under this clause (b) if (i) Borrower obtains a Replacement Obligor for the affected third party within sixty (60) days thereafter and (ii) such breach has not resulted in, and cannot reasonably be expected to result in, prior to obtaining such Replacement Obligor, a Material Adverse Effect.

• With respect to (a) any Major Project Document (including any Additional Project Document) entered into after the Closing Date and (b) any Major Project Document entered into by a Replacement Obligor pursuant to Section 6.15 or Article 7, in each case cause the applicable counterparty or Replacement Obligor, as applicable, to execute and deliver to Administrative Agent a Consent in substantially the form of Exhibit E-1, with such changes as are reasonably acceptable to Administrative Agent.

• Borrower shall maintain in full force and effect and perform (subject to Section 5.2.2) its obligations under each Major Project Document other than Major Project Documents that have been terminated (a) by their terms, (b) with Lender’s prior written consent, or (c) where prior to termination of such Major Project Document, Borrower has entered into a replacement contract with a Replacement Obligor replacing such affected Major Project Document at a cost that is consistent with the Project Budget.

• A Major Project Document shall terminate on or before its scheduled expiration date except upon fulfillment of such party's obligations thereunder, or shall be declared null and void; provided that no Event of Default shall occur as a result of such breach or default if Borrower obtains a Replacement Obligor for the affected party within 90 days thereafter and such breach or default has not had and does not have prior to so obtaining such Replacement Obligor, a Material Adverse Effect.

More Definitions of Replacement Obligor

Replacement Obligor a Person acceptable to the Required Lenders; provided that, in each case, if such Person is entering into a Replacement Project Document that relates to a Material Project Document that was subject to a Direct Agreement, on the date such Person enters into such Replacement Project Document, such Person enters into a Direct Agreement.

Replacement Obligor means, with respect to any Person party to a Project Document, any Person satisfactory to the Required Banks and having credit, or acceptable credit support, equal to or greater than that of the replaced Person on the date that the applicable Project Document was entered into (or otherwise acceptable to the Required Banks) who, pursuant to any definitive agreement, definitive guaranty or definitive backup arrangement, in each case reasonably satisfactory to the Required Banks, assumes the obligation of providing the services and/or products on terms and conditions no less favorable to Borrower than those which such Person is obligated to provide pursuant to the applicable Project Document.

Replacement Obligor means a Person (or guarantor of such Person’s obligations) that is approved by the Administrative Agent, such approval to be in the Administrative Agent’s reasonable discretion.

Replacement Obligor means, with respect to an affected Material Contract or a party thereto, any Person that (i) shall (or a guarantor of such Person’s obligations) have the same or better creditworthiness as the counterparty to such Material Contract at the time of such replacement, (ii) without duplication of the requirements of clause (i) of this definition, shall be reasonably capable of performing its obligations under such Material Contract and (iii) assumes the obligation of providing or receiving the services and/or products on terms and conditions not materially less favorable (taken as a whole) to the applicable Loan Party than those that such affected party was obligated to provide or receive pursuant to the applicable Material Contract (or on such other terms as may be reasonably acceptable to the Administrative Agent; provided that, with respect to a replacement of the counterparty under any Material Wood Pellet Sales Agreement, such other terms shall also be reasonably acceptable to the Required Lenders).

Replacement Obligor means either (a) a Person (including any guarantor of such Person’s obligations) (i) having, on the date of such replacement, credit (or acceptable credit support), capability to perform, and experience equal to or greater than that of the party to the Major Project Document (including any guarantor thereof) being replaced and (ii) entering into a contract with Borrower with economic terms at least as favorable to Borrower in all material respects as those in the Major Project Document (including any guaranty thereof) being replaced, or (b) a Person acceptable to Lender and such Person enters into a contract with Borrower on terms and conditions acceptable to Lender; provided that in each case, such Person enters into a Consent Agreement, in substantially the form of Exhibit E to this Agreement, on the date such replacement contract is entered into.

Replacement Obligor means, with respect to any person party to a Replacement Project Contract, any person reasonably satisfactory to the Controlling Party (it being acknowledged that with respect to any Replacement Obligor for a counterparty to a Power Purchase Agreement, the Controlling Party may withhold its approval of any such proposed Replacement Obligor if such proposed Replacement Obligor is not a load-serving entity).

Replacement Obligor means a Person reasonably acceptable to the Required Lenders; provided that in each case, on the date the applicable Replacement Project Document is entered into, such Person enters into either (i) a consent substantially in the form of the Consent relating to the Major Project Document being replaced or (ii) a Consent.