Common use of Subsequent Owner Clause in Contracts

Subsequent Owner. (i) The Undersigned agrees that, if the Lender notifies the Undersigned in writing that it has foreclosed on and taken assignment of the Assigned Agreement, or assigned or sold the Assigned Interests or any portion thereof, then (A) the Lender or its permitted successor, assignee, and/or designee, or any purchaser of the Assigned Interests following a permitted sale, assignment, or other transfer of the Assigned Interests (a “Subsequent Owner”) will be substituted for the Assignor under the Assigned Agreement (and further, Lender through this Agreement and without further writings or instruments being necessary, can and hereby does assume all of the Assignor’s rights and obligations as of the date of such foreclosure, and is duly substituted for the Assignor in such case) and (B) the Undersigned shall (1) recognize the Lender or the Subsequent Owner, as the case may be, as its counterparty or beneficiary, as applicable, under the Assigned Agreement and (2) continue to perform its obligations under the Assigned Agreement in favor of the Lender or the Subsequent Owner, as the case may be; provided that such Subsequent Owner has assumed in writing (through an “Assumption Agreement”) all of the Assignor’s rights and obligations (including, without limitation, the obligation to cure any then- existing payment and performance defaults, but excluding any obligation to cure any then-existing performance defaults which by their nature are incapable of being cured under the Assigned Agreement (“Incurable Defaults”); but further provided, however, that the Undersigned does not waive any rights it may have under the Assigned Agreement for such Incurable Defaults), and which Assumption Agreement must be fully executed before any other party besides Lender becomes a Subsequent Owner under this Agreement by any permitted sale, assignment or other transfer, and further before Lender may assign or otherwise transfer the rights and obligations of the Assigned Agreement to any other party, and provided further that, in the case of any such assumption of the Assigned Agreement by a Subsequent Owner, the Undersigned has reasonably determined that such purchaser or transferee has the technical and financial capability to perform the Assignor’s obligations under the Assigned Agreement to no less than the extent possessed by the Assignor immediately prior to such transfer, or if such Subsequent Owner lacks such capabilities, such Subsequent Owner has contracted with advisors or contractors who possess such capabilities, as reasonably determined by the Undersigned; and (ii) without limiting anything herein, the warranties provided by the Undersigned under the Assigned Agreement shall continue in full force and effect (until the expiration of the applicable warranty periods set forth in the Assigned Agreement) in the event that the Lender or a Subsequent Owner succeeds to the Assignor’s right, title, and interest in the Assigned Agreement. For avoidance of doubt, except for ▇▇▇▇▇▇, no party may become a Subsequent Owner without first executing an Assumption Agreement in a form reasonably acceptable to the Undersigned.

Subsequent Owner. The Parties agree that no foreclosure or delivery of a deed in lieu of foreclosure with respect to the Facilities pursuant to the Financing Documents shall take place or become effective, unless and until (ia) The Undersigned agrees that, if the Lender notifies the Undersigned in writing that it has foreclosed on and taken assignment of the Assigned AgreementAgent or its successor or permitted assignee, or assigned the purchaser purchasing the Facilities (Agent or sold the Assigned Interests such successor or any portion thereof, then (A) the Lender or its permitted successor, assignee, and/or designeeor purchaser, or any purchaser of the Assigned Interests following a permitted saleeach, assignment, or other transfer of the Assigned Interests (a “Subsequent Owner”) will be is substituted for the Assignor Seller and has assumed Seller’s obligations under the Assigned Agreement Power Purchase Agreement, (b) the Subsequent Owner meets the qualifications for a Qualified Transferee, and further, Lender through this Agreement and without further writings (c) the Subsequent Owner confirms to Buyer that the Performance Security remains in effect or instruments being necessary, can and hereby does assume all provides replacement Performance Security meeting the requirements of the Assignor’s rights and obligations as Power Purchase Agreement. In the event of the date of such any foreclosure, and is duly substituted for whether judicial or nonjudicial, or delivery of any deed in lieu of foreclosure under the Assignor Financing Documents, in such case) and (B) the Undersigned shall (1) recognize the Lender connection with any deed of trust, mortgage, or the other similar Lien, Agent or Subsequent Owner, as the case may beand its respective successors in interest and permitted assigns, as its counterparty or beneficiary, as applicable, under the Assigned Agreement shall execute and (2) continue to perform its deliver a written assumption of Seller’s obligations under the Assigned Power Purchase Agreement in favor form and substance reasonably acceptable to Buyer and shall be bound by the covenants and agreements of Seller in the Lender or the Subsequent Owner, as the case may bePower Purchase Agreement; provided that such Subsequent Owner has assumed in writing (through an “Assumption Agreement”) all of the Assignor’s rights and obligations (including, without limitation, the obligation to cure any then- existing payment and performance defaults, but excluding any obligation to cure any then-existing performance defaults which by their nature are incapable of being cured under the Assigned Agreement (“Incurable Defaults”); but further provided, however, that until the Undersigned does not waive any rights it may have under Person who acquires title to the Assigned Agreement for such Incurable Defaults), Facilities executes and which Assumption Agreement must be fully executed before any other party besides Lender becomes delivers to Buyer a Subsequent Owner under this Agreement by any permitted sale, assignment or other transfer, and further before Lender may assign or otherwise transfer the rights and obligations of the Assigned Agreement to any other party, and provided further that, in the case of any such written assumption of the Assigned Agreement by a Subsequent Owner, the Undersigned has reasonably determined that such purchaser or transferee has the technical and financial capability to perform the AssignorSeller’s obligations under the Assigned Agreement to no less than the extent possessed by the Assignor immediately prior to such transfer, or if such Subsequent Owner lacks such capabilities, such Subsequent Owner has contracted with advisors or contractors who possess such capabilities, as reasonably determined by the Undersigned; and (ii) without limiting anything herein, the warranties provided by the Undersigned under the Assigned Agreement shall continue in full force and effect (until the expiration of the applicable warranty periods set forth in the Assigned Agreement) in the event that the Lender or a Subsequent Owner succeeds to the Assignor’s right, title, and interest in the Assigned Agreement. For avoidance of doubt, except for ▇▇▇▇▇▇, no party may become a Subsequent Owner without first executing an Assumption Power Purchase Agreement in a form and substance reasonably acceptable to Buyer, such Person will not be entitled to any of the Undersignedbenefits of the Power Purchase Agreement.