Common use of Replacement Agreements Clause in Contracts

Replacement Agreements. Subject to Section 1.7, if the Resource Adequacy Purchase Agreement is terminated, rejected or otherwise invalidated as a result of any bankruptcy, insolvency, reorganization or similar proceeding affecting Project Company, its owner(s) or guarantor(s), and if Collateral Agent or its designee directly or indirectly takes possession of, or title to, the Project (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) (“Replacement Owner”), SCE shall, and Collateral Agent shall cause Replacement Owner to, enter into a new agreement with one another for the balance of the obligations under the Resource Adequacy Purchase Agreement remaining to be performed having terms substantially the same as the terms of the Resource Adequacy Purchase Agreement with respect to the remaining Term (“Replacement Resource Adequacy Purchase Agreement”); provided, that before SCE is required to enter into a Replacement Resource Adequacy Purchase Agreement, the Replacement Owner must have demonstrated to SCE’s reasonable satisfaction that the Replacement Owner satisfies the requirements of a Permitted Transferee. For purposes of the foregoing, SCE is entitled to assume that any such purported exercise of rights by Collateral Agent that results in a Replacement Owner is in accordance with the Financing Documents without independent investigation thereof but shall have the right to require that the Collateral Agent and its designee (if applicable) provide reasonable evidence demonstrating the same. Notwithstanding the execution and delivery of a Replacement Resource Adequacy Purchase Agreement, to the extent SCE is, or was otherwise prior to its termination as described in this Section 1.5, entitled under the Resource Adequacy Purchase Agreement, SCE may suspend performance of its obligations under such Replacement Resource Adequacy Purchase Agreement, unless and until all Resource Adequacy Purchase Agreement Defaults of Project Company under the Resource Adequacy Purchase Agreement or Replacement Resource Adequacy Purchase Agreement have been cured.

Replacement Agreements. Subject to Section 1.7, if the Resource Adequacy Purchase Agreement PPA is terminated, rejected or otherwise invalidated as a result of any bankruptcy, insolvency, reorganization or similar proceeding affecting Project Company, its owner(s) or guarantor(s), and if Collateral Agent or its designee directly or indirectly takes possession of, or title to, the Project Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) (“Replacement Owner”), SCE CPA shall, and Collateral Agent shall cause Replacement Owner to, enter into a new agreement with one another for the balance of the obligations under the Resource Adequacy Purchase Agreement PPA remaining to be performed having terms substantially the same as the terms of the Resource Adequacy Purchase Agreement PPA with respect to the remaining Contract Term (“Replacement Resource Adequacy Purchase AgreementPPA”); provided, that before SCE CPA is required to enter into a Replacement Resource Adequacy Purchase AgreementPPA, the Replacement Owner must have demonstrated to SCECPA’s reasonable satisfaction that the Replacement Owner satisfies the requirements of a Permitted Transferee. For purposes of the foregoing, SCE CPA is entitled to assume that any such purported exercise of rights by Collateral Agent that results in a Replacement Owner is in accordance with the Financing Documents without independent investigation thereof but shall have the right to require that the Collateral Agent and its designee (if applicable) provide reasonable evidence demonstrating the same. Notwithstanding the execution and delivery of a Replacement Resource Adequacy Purchase AgreementPPA, to the extent SCE CPA is, or was otherwise prior to its termination as described in this Section 1.5, entitled under the Resource Adequacy Purchase AgreementPPA, SCE CPA may suspend performance of its obligations under such Replacement Resource Adequacy Purchase AgreementPPA, unless and until all Resource Adequacy Purchase Agreement PPA Defaults of Project Company under the Resource Adequacy Purchase Agreement PPA or Replacement Resource Adequacy Purchase Agreement PPA have been cured. Transfer. Subject to Section 1.7, a Substitute Owner or a Replacement Owner may assign all of its interest in the Facility and the PPA and a Replacement PPA to a natural person, corporation, trust, business trust, joint venture, joint stock company, association, company, limited liability company, partnership, Governmental Authority or other entity (a “Person”) to which the Facility is transferred; provided, the proposed transferee shall have demonstrated to CPA’s reasonable satisfaction that such proposed transferee satisfies the requirements of a Permitted Transferee.