Contractor’s Default Under Financing Agreements. Contractor agrees to request that any Xxxxxx notify the Judicial Council in writing of any default of Contractor under any agreement with Lender regarding the System. If the Lender notifies the Judicial Council that an event of default under the System Lease or other financing agreement has occurred and that the Lender has elected to exercise its rights and remedies there under or under any of the related security documents, then, upon the exercise of such rights and remedies, the Lender or any other qualified purchaser of, or successor to, the interests in a judicial or non-judicial foreclosure sale shall be substituted for Contractor under this SPPA, provided that the conditions in this section are satisfied. In that event, the Judicial Council will continue to perform their obligations under this SPPA in favor of the Substitute Contractor provided that such Substitute Contractor expressly acknowledges in writing that (i) it is assuming all rights, duties, and obligations of Contractor under this SPPA and (ii) it agrees to cure all of Contractor’s defaults under this SPPA existing at the time such Substitute Contractor assumes the rights, duties, and obligations of Contractor; and Contractor further that the Lender has included in such notice supporting documentation sufficient to demonstrate to the reasonable satisfaction of the Judicial Council that such proposed Substitute Contractor or designee has both the financial capacity and the technical ability to perform the duties and obligations required under this SPPA at a level equal to or exceeding Contractor’s ability. If the Judicial Council determines in its sole reasonable judgment that those standards are satisfied, the Judicial Council shall approve such proposed Substitute Contractor or designee for the remaining Term and on the same terms and conditions contained in this SPPA. In the event the Judicial Council determines in its sole reasonable judgment that the proposed Substitute Contractor or designee fails to meet the financial capacity and the technical ability to perform the duties and obligations required under this SPPA or if the proposed Substitute Contractor has failed to satisfy the requirements of (i) and (ii) in the preceding paragraph, the Judicial Council shall promptly give the Lender written notice of the Judicial Council’s determination and Lender and Contractor shall be prohibited from making such assignment.
