Common use of Substitute Owner Clause in Contracts

Substitute Owner. The Consenting Party agrees that, if the Collateral Agent shall notify the Consenting Party that an event of default under the Credit Agreement has occurred and is continuing and that the Collateral Agent has exercised its rights (a) to have itself or its designee substituted for the Borrower under the Lease (including pursuant to paragraph 1.6 below) or (b) to sell, assign, transfer or otherwise dispose of the Lease to any person, including, without limitation, any purchaser or grantee at a foreclosure or by a conveyance by the Borrower in lieu of foreclosure, then the Collateral Agent, the Collateral Agent’s designee or such person (each, a “Substitute Owner”) shall be substituted for the Borrower under the Lease and that, in such event, the Consenting Party will accept the performance by the Substitute Owner of the obligations of the Borrower under the Lease; provided that if such Substitute Owner is any person or entity other than the Collateral Agent, the Consenting Party consents to such sale, assignment, transfer or other disposition, which consent shall not be unreasonably withheld. Upon any sale, assignment, transfer or disposition pursuant to clause (b) above to a Substitute Owner that has assumed in writing for the benefit of the Consenting Party the obligation to perform all of the Borrower’s obligations under the Lease, each of the Collateral Agent, its designees and the Secured Parties (other than a Substitute Owner) shall be relieved of any and all obligations arising under the Lease.

Substitute Owner. The Notwithstanding anything to the contrary in the Assigned Agreements and without any additional consent of the Consenting Party, the Consenting Party agrees that, if (i) the Collateral Agent shall notify notifies the Consenting Party that an event of default under the Credit Agreement any Sale Leaseback Document has occurred and is continuing and that the Collateral Agent has exercised its rights (aA) to have itself or its designee or assignee substituted for the Borrower Project Company under any of the Lease Assigned Agreements, (including pursuant B) to paragraph 1.6 below) acquire or have its designee or assignee acquire the Project Company or (bC) to sell, assign, transfer or otherwise dispose of any Assigned Agreement to a third party or (ii) the Collateral Agent or the Project Company notifies the Consenting Party that the Project Company will return the Project to the Lessor or its designee at the end of the Lease to any person, including, without limitation, any purchaser or grantee at a foreclosure or by a conveyance by the Borrower in lieu of foreclosureterm, then the Collateral Agent, the Collateral Agent’s designee (including the Lessor), or such person third party (each, a “Substitute Owner”) shall be substituted for the Borrower Project Company under the Lease and thatsuch Assigned Agreement and, in such event, the Consenting Party will accept Substitute Owner shall cure any outstanding uncured defaults by the performance by Project Company under the Assigned Agreements and shall continue to perform its obligations under such Assigned Agreement in favor of the Substitute Owner subject to the terms and conditions hereof and of the obligations Assigned Agreements. A Substitute Owner must be a party that at the time of such assignment (i) has (or whose ultimate parent has) a net worth that is equal to or in excess of twenty-five million dollars ($25,000,000) and (ii) has engaged with an experienced owner, operator or manager of renewable energy assets for the operation of the Borrower under the Lease; provided that if such Substitute Owner is any person or entity other than the Collateral Agent, the Consenting Party consents to such sale, assignment, transfer or other disposition, which consent shall not be unreasonably withheld. Upon any sale, assignment, transfer or disposition pursuant to clause (b) above to a Substitute Owner that has assumed in writing for the benefit of the Consenting Party the obligation to perform all of the Borrower’s obligations under the Lease, each of the Collateral Agent, its designees and the Secured Parties (other than a Substitute Owner) shall be relieved of any and all obligations arising under the LeaseProject.