Common use of Subsequent Transferee Clause in Contracts

Subsequent Transferee. Contracting Party agrees that, if Agent shall notify Contracting Party in writing that an “Event of Default” under the Financing Agreement has occurred and is continuing and that Agent has elected to exercise its rights and remedies pursuant to the Financing Agreement with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or any portion thereof), then Agent or any other purchaser, successor, assignee or designee of the Assigned Interest (as the case may be, in each case, a “Subsequent Transferee”) shall be substituted for Assignor under the Agreement and Contracting Party shall (a) recognize the Subsequent Transferee as its counterparty under the Agreement and (b) continue to perform its obligations under the Agreement in favor of the Subsequent Transferee; provided, however, that such Subsequent Transferee: (i) has elected in writing to assume all of Assignor’s rights and obligations under the Agreement, (ii) has cured any then-existing payment defaults under the Agreement, (iii) has provided credit support and collateral to the extent and in the manner required under the Agreement, (iv) has acquired all of Assignor’s right, title and interest in the Project and (v) is a Permitted Assignee. “Permitted Assignee” shall mean a Person having at least five (5) years experience in the operation and maintenance of electrical generation facilities similar to the Project, which Person shall be reasonably acceptable to Contracting Party. The Subsequent Transferee shall have the right to assign all of its interest in the Agreement to any Person as permitted and under the terms set forth in the Agreement. “Person” means any natural person, corporation, partnership, trust, joint venture, limited liability company, firm, association, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity.

Subsequent Transferee. Contracting Party GE agrees that, if Security Agent shall notify Contracting Party GE in writing that an “Event of Default” Default under the Financing Agreement has occurred and is continuing and that Security Agent has elected to exercise its rights and remedies pursuant to the Financing Security Agreement with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or any portion thereof), then Security Agent or any other purchaser, successor, assignee or designee of the Assigned Interest (as the case may be, in each caseease, a “Subsequent Transferee”) shall be substituted for Assignor under the Assigned Agreement and Contracting Party GE shall (ai) recognize the Subsequent Transferee as its counterparty under the Assigned Agreement and (bii) continue to perform its obligations under the Assigned Agreement in favor of the Subsequent Transferee; provided, however, that such Subsequent Transferee: (i) Transferee has elected in writing to assume all of such Assignor’s rights and obligations under (including the Agreement, (ii) has cured obligation to cure any then-then existing payment defaults within the time permitted in the Assigned Agreement subject to Section (d)) under the Assigned Agreement, (iii) and has provided credit support and collateral the ability to the extent and in the manner required perform under the Assigned Agreement, (iv) has acquired all of Assignor’s right, title and interest in the Project and (v) is a Permitted Assignee. “Permitted Assignee” shall mean a Person having at least five (5) years experience in the operation and maintenance of electrical generation facilities similar to the Project, which Person shall be reasonably acceptable to Contracting Party. The Subsequent Transferee shall have the right to assign all of its interest in the Assigned Agreement to any Person as permitted and Person, provided such assignee assumes in writing all obligations of the Subsequent Transferee under the terms set forth in Assigned Agreement, and has the ability to perform thereunder. Upon such assignment, the Subsequent Transferee (including its agents and employees) shall be released from any further liability thereunder to the extent of its interest under the Assigned Agreement. “Person” means any natural person, corporation, partnership, trust, joint venture, limited liability company, firm, association, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity.

Subsequent Transferee. Contracting Party The Contractor agrees that, if the Administrative Agent shall notify Contracting Party the Contractor in writing (a copy of which notice the Administrative Agent agrees to deliver simultaneously to the Purchasers) that an “Event of Default” Default under the Financing Credit Agreement has occurred and is continuing and that the Administrative Agent has elected to exercise its rights and remedies pursuant to the Financing Agreement Security Agreements with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or any portion thereof)Interest, then the Administrative Agent or any other purchaser, successor, assignee or designee purchaser of the Assigned Interest (Interest, if the Administrative Agent or such purchaser, as the case may be, in each case, a “Subsequent Transferee”) shall be substituted for Assignor under the Agreement and Contracting Party shall (a) recognize the Subsequent Transferee as its counterparty under the Agreement and (b) continue to perform its obligations under the Agreement in favor of the Subsequent Transferee; provided, however, that such Subsequent Transferee: (i) has elected in writing to assume all of Assignor’s the rights and obligations of the Purchasers under the AgreementAssigned Agreements (a "Subsequent Transferee"), shall (whether or not the Administrative Agent shall have delivered a copy of the above-mentioned notice to the Purchasers and without relieving the Administrative Agent of its obligation to do so) be substituted for the Purchasers under such Assigned Agreements; provided that in the case of a purchaser of the Assigned Interest, such purchaser (i) if such Event of Default shall have occurred prior to the Date of Final Acceptance of the System, is not and is not an affiliate of any entity engaged in the business of designing or constructing undersea cable systems for telecommunications; provided that such purchaser shall not request any System Upgrades, and (ii) has cured any then-existing payment defaults if such Event of Default shall have occurred prior to the Date of Final Acceptance of the System, is sufficiently creditworthy to fulfill the obligations under the AgreementAssigned Agreements. Upon any transfer by the Administrative Agent of the Assigned Interest to a Subsequent Transferee, (iii) has provided credit support the Administrative Agent and collateral the Lenders shall have no 92 12 obligations under the Assigned Agreements, except to the extent and in the manner required under the Agreement, (iv) has acquired all of Assignor’s right, title and interest in the Project and (v) any such entity is a Permitted Assignee. “Permitted Assignee” shall mean a Person having at least five (5) years experience in the operation and maintenance of electrical generation facilities similar to the Project, which Person shall be reasonably acceptable to Contracting Party. The Subsequent Transferee shall have the right to assign all of its interest in the Agreement to any Person as permitted and under the terms set forth in the Agreement. “Person” means any natural person, corporation, partnership, trust, joint venture, limited liability company, firm, association, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacityTransferee.

Subsequent Transferee. Contracting Party agrees that, if Agent Lender shall notify Contracting Party in writing that an “Event of Default” under the Financing Agreement has occurred and is continuing and that Agent Lender has elected to exercise its rights and remedies pursuant to the Financing Credit Agreement or the Security Agreement with respect to the foreclosure (whether judicial or nonjudicial), deed in lieu of foreclosure (or the like) or sale of the Assigned Interest (or any portion thereof)Interest, then Agent Lender or any other purchaser, successor, purchaser or assignee or designee of the Assigned Interest in connection with such foreclosure, deed in lieu of foreclosure (as or the case may belike) or sale, and if the Lender is the initial purchaser (or grantee of a deed in lieu of foreclosure or the like), then the purchaser or assignee of the Assigned Interest from Lender (each casesuch person which is not Lender, a “Subsequent Transferee”) shall be substituted for Assignor under the Agreement and Contracting Party shall (a) recognize the Lender and such Subsequent Transferee as its counterparty under the Agreement and (b) continue to perform its obligations under the Agreement in favor of the Lender and such Subsequent Transferee; provided, however, that Lender or such Subsequent Transferee: (i) has Transferee shall have elected in writing to assume all of Assignor’s rights and obligations under (including the Agreement, (ii) has cured obligation to cure any then-existing payment and performance defaults (other than any then-existing performance defaults which by their nature are incapable of being cured)) under the Agreement and has the ability to perform under the Agreement, (iii) has provided credit support and collateral to the extent and in the manner required under the Agreement, (iv) has acquired all of Assignor’s right, title and interest in the Project and (v) is . Any further assignment by a Permitted Assignee. “Permitted Assignee” shall mean a Person having at least five (5) years experience in the operation and maintenance of electrical generation facilities similar to the Project, which Person shall be reasonably acceptable to Contracting Party. The Subsequent Transferee shall have the right be subject to assign all of its interest in the Agreement to any Person as permitted and under the terms set forth in and conditions of the Agreement. “Person” means Upon assignment of the Agreement or Assigned Interest by Lender, Lender shall be released from any natural person, corporation, partnership, trust, joint venture, limited further liability company, firm, association, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacitythereunder.

Subsequent Transferee. Contracting Party The Contractor agrees that, if the Administrative Agent shall notify Contracting Party the Contractor in writing (a copy of which notice the Administrative Agent agrees to deliver simultaneously to the Purchasers) that an “Event of Default” Default under the Financing Credit Agreement has occurred and is continuing and that the Administrative Agent has elected to exercise its rights and remedies pursuant to the Financing Agreement Security Agreements with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or any portion thereof)Interest, then the Administrative Agent or any other purchaser, successor, assignee or designee purchaser of the Assigned Interest (Interest, if the Administrative Agent or such purchaser, as the case may be, in each case, a “Subsequent Transferee”) shall be substituted for Assignor under the Agreement and Contracting Party shall (a) recognize the Subsequent Transferee as its counterparty under the Agreement and (b) continue to perform its obligations under the Agreement in favor of the Subsequent Transferee; provided, however, that such Subsequent Transferee: (i) has elected in writing to assume all of Assignor’s the rights and obligations of the Purchasers under the AgreementAssigned Agreements (a "Subsequent Transferee"), shall (whether or not the Administrative Agent shall have delivered a copy of the above-mentioned notice to the Purchasers and without relieving the Administrative Agent of its obligation to do so) be substituted for the Purchasers under such Assigned Agreements; provided that in the case of a purchaser of the Assigned Interest, such purchaser (i) if such Event of Default shall have occurred prior to the Date of Final Acceptance of the System, is not and is not an affiliate of any entity engaged in the business of designing or constructing undersea cable systems for telecommunications; provided that such purchaser shall not request any System Upgrades, and (ii) has cured any then-existing payment defaults if such Event of Default shall have occurred prior to the Date of Final Acceptance of the System, is sufficiently creditworthy to fulfill the obligations under the AgreementAssigned Agreements. Upon any transfer by the Administrative Agent of the Assigned Interest to a Subsequent Transferee, (iii) has provided credit support the Administrative Agent and collateral to the extent and in the manner required under the Agreement, (iv) has acquired all of Assignor’s right, title and interest in the Project and (v) is a Permitted Assignee. “Permitted Assignee” shall mean a Person having at least five (5) years experience in the operation and maintenance of electrical generation facilities similar to the Project, which Person shall be reasonably acceptable to Contracting Party. The Subsequent Transferee Lenders shall have the right to assign all of its interest in the Agreement to any Person as permitted and under the terms set forth in the Agreement. “Person” means any natural person, corporation, partnership, trust, joint venture, limited liability company, firm, association, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity.no