Common use of Substitute Owner Clause in Contracts

Substitute Owner. The Charterer agrees that (i) if the Security Agent shall notify the Charterer that an Event of Default has occurred and is continuing and that the Security Agent has elected to exercise the rights and remedies set forth in the Finance Documents, then the Security Agent or its designee (which may be or include a receiver appointed in respect of the Guarantor or a person nominated by the Security Agent or a special purpose company created for the purpose of acquiring the Vessel or a third-party purchaser of the Vessel) which, in any such case, elects to assume the Guarantor’s obligations under the Charter (the “Substitute Owner”) shall be substituted for the Guarantor under the Charter; and (ii) in such event, the Charterer shall (without prejudice to Article 1.4 below) recognise the Substitute Owner and shall continue to perform its obligations under the Charter in favor of the Substitute Owner, provided that (x) the Security Agent shall give the Charterer not less than thirty (30) days’ prior written notice of the intended transfer and details of the proposed Substitute Owner; (y) in the opinion of the Charterer (acting reasonably and without undue delay), the proposed Substitute Owner (and the third-party vessel manager to be employed by the proposed Substitute Owner, if any) shall have the legal capacity and the financial resources and expertise to own and operate the Vessel and, without limitation, to perform the Guarantor’s obligations under the Charter; and (z) such proposed Substitute Owner shall have undertaken to the Charterer in writing to remedy as soon as practicable any outstanding defaults of the Guarantor under the Charter. The Charterer agrees that it will, at no cost to it, enter into such documents as may be reasonably required by the Security Agent or the Substitute Owner to give effect to any substitution to be effected in accordance with this Article 1.3 and the Security Agent agrees that all documented costs and expenses (including legal costs) reasonably and properly incurred by the Charterer in connection with this Article 1.3 shall be for the account of the Security Agent.

Substitute Owner. The Charterer agrees that (i) Consenting Parties agree that, if Collateral Agent notifies the Security Agent shall notify the Charterer Consenting Parties that an Event event of Default default under the Credit Agreement has occurred and is continuing and that the Security Collateral Agent has elected exercised its rights (i) to exercise have itself or its designee, reasonably acceptable to Consenting Party, substituted for the rights and remedies set forth in Borrower under one or more of the Finance DocumentsAssigned Agreements or (ii) to sell, assign, transfer or otherwise dispose of one or more of the Assigned Agreements to a third party, reasonably acceptable to each Consenting Party party thereto, then the Security Agent Collateral Agent, Collateral Agent’s designee or its designee such third party (which may be or include a receiver appointed in respect of the Guarantor or a person nominated by the Security Agent or a special purpose company created for the purpose of acquiring the Vessel or a third-party purchaser of the Vessel) which, in any such case, elects to assume the Guarantor’s obligations under the Charter (the “Substitute Owner”) shall be substituted for the Guarantor Borrower under the Charter; and (ii) each such Assigned Agreement and, in such event, the Charterer shall (without prejudice to Article 1.4 below) recognise the Substitute Owner and shall each Consenting Party party thereto will continue to perform its obligations under the Charter each such Assigned Agreement in favor of the Substitute Owner, Owner and the Substitute Owner will perform and fulfill all of the obligations of Borrower under each such Assigned Agreement; provided that any Substitute Owner shall be deemed to be acceptable to each such Consenting Party if such Consenting Party does not object to such proposed Substitute Owner within fourteen (x14) the Security Agent shall give the Charterer not less than thirty (30) days’ prior business days following delivery of written notice of thereof to such Consenting Party. The proposed Substitute Owner shall promptly provide each such Consenting Party with all financial and commercial information reasonably requested by such Consenting Party in order to evaluate the intended transfer and details proposed Substitute Owner’s ability to perform under the applicable Assigned Agreement(s). The failure of the proposed Substitute Owner; (y) in Owner to promptly provide each such Consenting Party with the opinion of the Charterer (acting reasonably requested financial and without undue delay), the proposed Substitute Owner (and the third-party vessel manager commercial information shall constitute reasonable grounds for such Consenting Party to be employed by object to the proposed Substitute Owner, if any) shall have the legal capacity and the financial resources and expertise to own and operate the Vessel and, without limitation, to perform the Guarantor’s obligations under the Charter; and (z) such proposed Substitute Owner shall have undertaken to the Charterer in writing to remedy as soon as practicable any outstanding defaults of the Guarantor under the Charter. The Charterer agrees that it will, at no cost to it, enter into such documents as may be reasonably required by the Security Agent or the Substitute Owner to give effect to any substitution to be effected in accordance with this Article 1.3 and the Security Agent agrees that all documented costs and expenses (including legal costs) reasonably and properly incurred by the Charterer in connection with this Article 1.3 shall be for the account of the Security Agent.

Substitute Owner. The Charterer Consenting Party agrees that (i) that, if the Security Collateral Agent shall notify the Charterer Consenting Party that an Event event of Default default under any of the Financing Documents has occurred and is continuing and that the Security Collateral Agent has elected exercised its rights (a) to exercise have itself or a Qualified Agent's Designee substituted for the rights and remedies set forth Partnership under the Assigned Agreement or (b) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to (i) a Person that possesses, a satisfactory level of experience in electric power plant operations (a "PERMITTED TRANSFEREE") or (ii) any Person which has acquired a partnership interest in the Finance DocumentsPartnership without contravening the terms of the Assigned Agreement or this Consent, and any other Person under common control with any of such Persons (each, a "SPONSOR"), then the Security Agent Collateral Agent, the Qualified Agent's Designee, such Permitted Transferee or its designee (which may be or include a receiver appointed in respect of the Guarantor or a person nominated by the Security Agent or a special purpose company created for the purpose of acquiring the Vessel or a third-party purchaser of the Vessel) which, in any such case, elects to assume the Guarantor’s obligations under the Charter (the “Substitute Owner”) Sponsor shall be substituted for the Guarantor Partnership under the Charter; Assigned Agreement upon the assumption by the Collateral Agent, the Qualified Agent's Designee, such Permitted Transferee or such Sponsor, as the case may be, of all of the rights and obligations of the Partnership under the Assigned Agreement pursuant to a written assumption agreement (iieach, a "SUBSTITUTE OWNER") and that, in such event, the Charterer shall (without prejudice to Article 1.4 below) recognise the Substitute Owner and shall Consenting Party will continue to perform its obligations under the Charter Assigned Agreement in accordance with its terms in favor of the Substitute Owner. Notwithstanding the foregoing, in no event shall a Substitute Owner be any of the Persons (each, a "DISQUALIFIED PERSON") that the Consenting Party so designates in accordance with this sentence in writing to the Collateral Agent within ten (10) days of delivery of written notice by the Collateral Agent to the Consenting Party that the Collateral Agent intends to seek a purchaser for the Plant following an event of default under any of the Financing Documents, provided that (xi) the Security Agent shall give Consenting Party may only designate up to three (3) Disqualified Persons (together with any Persons under common control with any such Disqualified Persons) but only to the Charterer not less than thirty (30) days’ prior written notice of extent that the intended transfer and details of the proposed Substitute Owner; (y) Consenting Party has determined in the opinion of the Charterer (acting reasonably and without undue delay), the proposed Substitute Owner good faith (and the third-party vessel manager to be employed by the proposed Substitute Owner, if any) shall have the legal capacity and the financial resources and expertise to own and operate the Vessel and, without limitation, to perform the Guarantor’s obligations under the Charter; and (z) such proposed Substitute Owner shall have undertaken to the Charterer certified in writing to remedy the Collateral Agent) that such Disqualified Person is a Competitor (as soon as practicable any outstanding defaults defined in the Assigned Agreement) of the Guarantor under Consenting Party in the Chartersale, brokering or marketing of electrical energy or capacity and that the sale, assignment or other transfer of the Plant to such Disqualified Person would be detrimental to the Consenting Party's competitive interests in the sale, brokering or marketing of electrical energy and capacity and (ii) in no event shall the Consenting Party designate any of the Sponsors as a Disqualified Person. The Charterer agrees No Person (other than the Collateral Agent, the Qualified Agent's Designee or a Sponsor) that it will, at no cost to it, enter into such documents otherwise qualifies as may be reasonably required by the Security Agent or the a Substitute Owner pursuant to give effect to any substitution to be effected in accordance with this Article 1.3 and the Security Agent agrees that all documented costs and expenses (including legal costs) reasonably and properly incurred by the Charterer in connection with this Article 1.3 Section 1.2 shall be a Substitute Owner for purposes of this Consent until eleven (11) days after the account of Collateral Agent has delivered to the Security AgentConsenting Party the above written notice.

Substitute Owner. The Charterer Consenting Party agrees that (i) that, if the Security Agent shall notify the Charterer Consenting Party that an Event event of Default default under the Loan Agreement has occurred and is continuing and that the Security Agent has elected exercised its rights (a) to exercise have itself or a Qualified Agent's Designee substituted for the rights and remedies set forth Borrower under the Assigned Agreement or (b) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to (i) a Person that possesses a satisfactory level of experience in electric power plant operations (a "PERMITTED TRANSFEREE") or (ii) any Person which has acquired a partnership interest in the Finance DocumentsBorrower without contravening the terms of the Assigned Agreement or this Consent, and any other Person under common control with any of such Persons (each, a "SPONSOR") then the Security Agent Agent, the Qualified Agent's Designee, such Permitted Transferee or its designee (which may be or include a receiver appointed in respect of the Guarantor or a person nominated by the Security Agent or a special purpose company created for the purpose of acquiring the Vessel or a third-party purchaser of the Vessel) which, in any such case, elects to assume the Guarantor’s obligations under the Charter (the “Substitute Owner”) Sponsor shall be substituted for the Guarantor Borrower under the Charter; Assigned Agreement upon the assumption by the Agent, the Qualified Agent's Designee, such Permitted Transferee or such Sponsor, as the case may be, of all of the rights and obligations of the Borrower under the Assigned Agreement pursuant to a written assumption agreement (iieach a "SUBSTITUTE OWNER") and that, in such event, the Charterer shall (without prejudice to Article 1.4 below) recognise the Substitute Owner and shall Consenting Party will continue to perform its obligations under the Charter Assigned Agreement in accordance with its terms in favor of the Substitute Owner. Notwithstanding the foregoing, in no event shall a Substitute Owner be any of the Persons (each, a "DISQUALIFIED PERSON") that the Consenting Party so designates in accordance with this sentence in writing to the Agent within ten (10) days of delivery of written notice by the Agent to the Consenting Party that the Agent intends to seek a purchaser for the Plant following an event of default under the Loan Agreement, provided that (xi) the Security Agent shall give Consenting Party may only designate up to three (3) Disqualified Persons (together with any Persons under common control with any such Disqualified Persons) but only to the Charterer not less than thirty (30) days’ prior written notice of extent that the intended transfer and details of the proposed Substitute Owner; (y) Consenting Party has determined in the opinion of the Charterer (acting reasonably and without undue delay), the proposed Substitute Owner good faith (and the third-party vessel manager to be employed by the proposed Substitute Owner, if any) shall have the legal capacity and the financial resources and expertise to own and operate the Vessel and, without limitation, to perform the Guarantor’s obligations under the Charter; and (z) such proposed Substitute Owner shall have undertaken to the Charterer certified in writing to remedy as soon as practicable any outstanding defaults the Agent) that such Disqualified Person is a competitor of the Guarantor under Consenting Party in the Chartersale, brokering or marketing of electrical energy or capacity and that the sale, assignment or other transfer of the Plant to such Disqualified Person would be detrimental to the Consenting Party's competitive interests in the sale, brokering or marketing of electrical energy and capacity and (ii) in no event shall the Consenting Party designate any of the Sponsors as a Disqualified Person. The Charterer agrees No Person (other than the Agent, the Agent's Qualified Designee or a Sponsor) that it will, at no cost to it, enter into such documents otherwise qualifies as may be reasonably required by the Security Agent or the a Substitute Owner pursuant to give effect to any substitution to be effected in accordance with this Article 1.3 and the Security Agent agrees that all documented costs and expenses (including legal costs) reasonably and properly incurred by the Charterer in connection with this Article 1.3 Section 1.2 shall be a Substitute Owner for purposes of this Consent until eleven (11) days after the account of Agent has delivered to the Security AgentConsenting Party the above written notice.