Common use of Assignment Leasing and Selling Clause in Contracts

Assignment Leasing and Selling. SECTION 7.01. Conditions. The Company’s interest in this Agreement may be assigned as a whole or in part, the Company’s investment in San ▇▇▇▇▇▇ ▇▇▇ be sold, transferred or otherwise disposed of as a whole or in part and the interest of either San ▇▇▇▇▇▇ or (to the extent that the Facilities shall have become property of the Company) the Company in the Facilities may be assigned, leased, subleased, sold, transferred or otherwise disposed of as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sublease, sale, transfer or other disposition (a) shall relieve the Company from its primary liability for its obligations under Section 5.01 hereof or (b) shall be made unless the assignee, lessee, sublessee, purchaser or other transferee, as the case may be, prior to or simultaneously with such assignment, lease, sublease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, subleased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s investment in San ▇▇▇▇▇▇ shall be sold, transferred, or otherwise disposed of as a whole or in part or (iii)(A) the Company’s interest in the Facilities shall be leased or subleased, as a whole or in undivided part and the term of such leasehold or subleasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (B) the Company’s interest in the Facilities shall be assigned, sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, sublessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sublease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, subleased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, subleased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, sublessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease, sublease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority and the Trustee an opinion of Bond Counsel to the effect that the proposed assignment, lease or sale will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion of interest on the Bonds from gross income for federal tax purposes. After any assignment, lease, sublease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:

Assignment Leasing and Selling. SECTION 7.01. Conditions6.01. The Company’s Corporation will not sell, lease or otherwise dispose of or encumber the Facilities except as provided in this Section 6.01. The Corporation may sell or otherwise dispose of any machinery, fixtures, apparatus, tools, instruments or other movable property constituting part of the Facilities which the Corporation deems no longer to be needed or useful in its operation of the Facilities; provided, that if the original cost of acquisition of such machinery, fixtures, apparatus, tools, instruments or other movable property shall be more than $100,000, the Corporation shall, in writing, certify to the Authority that such items are no longer needed or useful in its operation of the Facilities. Any proceeds thereof shall be paid to the Trustee for deposit in the Construction Fund. The Authority will assign its rights under and interest in this Agreement, and will pledge and assign all Loan Repayments and security therefor, including the First Mortgage Bonds of the Corporation pledged as security therefor, and receipts and revenues receivable under or pursuant to this Agreement, and income earned by the investment of funds held under the Indenture, to the Trustee pursuant to the Indenture as security for payment of the principal of, premium, if any, and interest on the Bonds, but such assignment or pledge shall be subject to this Agreement. The Authority will not otherwise sell, assign, transfer, convey or dispose of the revenues from the Facilities or the First Mortgage Bonds during the term of this Agreement, nor will it take any action which may reasonably be construed as tending to cause or induce the levy of special assessments against the Facilities or such revenues or the First Mortgage Bonds, nor will it create or suffer to be created any lien or charge upon the Facilities or such revenues or the First Mortgage Bonds except Permitted Encumbrances. SECTION 6.02. This Agreement may be assigned as a in whole or in part, part and the Company’s investment in San ▇▇▇▇▇▇ ▇▇▇ Facilities may be sold, transferred sold or otherwise disposed of leased as a whole or in part and by the interest of either San ▇▇▇▇▇▇ or (to the extent that the Facilities shall have become property of the Company) the Company in the Facilities may be assignedCorporation, leased, subleased, sold, transferred or otherwise disposed of as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; providedsubject, however, that no such assignment, lease, sublease, to the following conditions: (a) No sale, transfer assignment or leasing (other disposition (athan pursuant to Section 5.02 hereof) shall relieve the Company Corporation from its primary liability for any of its obligations under hereunder, and in the event of any such sale, assignment or leasing the Corporation shall continue to remain primarily liable for the payments specified in Section 5.01 4.02 hereof or and for performance and observance of the other agreements on its part herein provided; (b) The purchaser, assignee or lessee from the Corporation shall assume the obligations of the Corporation hereunder to the extent of the interest assigned or leased; (c) The Corporation shall, at least fifteen (15) days prior to the delivery thereof, furnish or cause to be made unless furnished to the assigneeAuthority for its information only a true and complete copy of each such proposed sale agreement, lessee, sublessee, purchaser assignment or other transfereelease, as the case may be, prior to or simultaneously with such assignment, lease, sublease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, subleased, sold, transferred or otherwise disposed of, and the Company shall be released of and discharged from such obligations to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s investment in San ▇▇▇▇▇▇ shall be sold, transferred, or otherwise disposed of as a whole or in part or (iii)(A) the Company’s interest in the Facilities shall be leased or subleased, as a whole or in undivided part and the term of such leasehold or subleasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (B) the Company’s interest in the Facilities shall be assigned, sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, sublessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this Agreement, to the extent of such assignment, lease, sublease, sale, transfer or other disposition, the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, subleased, sold, transferred or otherwise disposed of, together with all other rights, interests, assets and/or properties assigned, leased, subleased, sold, transferred or otherwise disposed of by the Company to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, sublessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease, sublease or sale as provided in the immediately preceding paragraph unless it shall have furnished furnish to the Authority and the Trustee an executed copy thereof following execution; and (d) The Corporation shall pay the Authority's reasonable costs and expenses incurred, and the Authority's reasonable fees charged in connection with such sale, assignment or lease. (e) The Corporation shall furnish to the Trustee an opinion of Bond Counsel nationally recognized as expert in matters relating to the issuance of obligations by states and political subdivisions thereof and the exemption of interest thereon from Federal income taxation to the effect that the proposed assignmentsale, lease assignment or sale will not impair lease, as the validity under the Act of the Bonds and case may be, will not adversely affect the exclusion exemption from federal income taxation of interest on the Bonds from gross income for federal tax purposes. After any assignment, lease, sublease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:them.

Assignment Leasing and Selling. SECTION 7.01. ConditionsSection 8.1 Assignment of this Loan Agreement or Lease or Sale of the Project by the Company. The Company’s interest in rights of the Company under this Loan Agreement may be assigned assigned, and the Project may be leased or sold as a whole or in part, without the Company’s investment in San ▇▇▇▇▇▇ ▇▇▇ be soldnecessity of obtaining the consent of the Issuer, transferred the Trustee or otherwise disposed of as a whole or in part and the interest of either San ▇▇▇▇▇▇ or (Credit Facility Trustee, subject to the extent that the Facilities shall have become property of the Company) the Company in the Facilities may be assigned, leased, subleased, sold, transferred or otherwise disposed of as a whole or in part (whether an interest in a specific element or unit or an undivided interest), to any Person; provided, however, that no such assignment, lease, sublease, sale, transfer or other disposition following conditions: (a) no assignment, transfer, sale or lease shall relieve the Company from its primary liability for any of its obligations under hereunder, and if any such assignment, transfer, sale or lease occurs, the Company shall continue to remain primarily liable for the payments specified herein and for performance and observance of the other agreements on its part herein provided to be performed and observed by it, subject to the provisions of the last paragraph of Section 5.01 hereof or 5.2; (b) shall be made unless the assignee, lessee, sublessee, lessee or purchaser or other transferee, as shall assume the case may be, prior to or simultaneously with such assignment, lease, sublease, sale, transfer or other disposition, assumes, by delivery of an instrument in writing satisfactory in form to the Trustee and the Authority, all other obligations of the Company hereunder to the extent of the interest assigned, leased, subleased, leased or sold, transferred or otherwise disposed of, and ; (c) the Company shall shall, within thirty (30) days after the delivery thereof, furnish or cause to be released of and discharged from such obligations furnished to the extent so assumed. Notwithstanding the foregoing, (a) if (i) the Company’s interest in this Agreement shall be assigned as a whole or in undivided part, (ii) the Company’s investment in San ▇▇▇▇▇▇ shall be sold, transferred, or otherwise disposed of as a whole or in part or (iii)(A) the Company’s interest in the Facilities shall be leased or subleased, as a whole or in undivided part and the term of such leasehold or subleasehold or the term of any extension or extensions thereof at the option of the Company shall extend beyond the maturity date of the Bonds or (B) the Company’s interest in the Facilities shall be assigned, sold, transferred or otherwise disposed of as a whole or in undivided part, and (b) in the event that the assignee, lessee, sublessee, purchaser or other transferee shall assume the obligations of the Company under Section 5.01 hereof for the remaining term of this AgreementIssuer, to the extent Trustee and to the Credit Facility Trustee a true and complete copy of each such assignment, leaseinstrument of transfer, subleaselease or sale agreement, sale, transfer or other disposition, as the Company shall be released from and discharged of all liability in respect of such obligations to the extent so assumed (but only to such extent); provided, however, that the release and discharge of the Company pursuant to clause (b) shall be conditioned upon the delivery by the Company to the Authority and the Trustee of a certificate of an Independent Expert (as hereinafter defined) describing the interests so assigned, leased, subleased, sold, transferred or otherwise disposed ofcase may be, together with all other rights, interests, assets and/or properties assigned, leased, subleased, sold, transferred or otherwise disposed any instrument of by assumption; (d) the Company shall, prior to such assignment, transfer, sale or lease, deliver to the same Person in the same or a related transaction, stating that such rights, interests, assets and/or properties so described constitute facilities for the generation, transmission and/or distribution of electric energy and stating that, in the opinion of such Independent Expert, the Fair Value (as hereinafter defined) of such rights, interests, assets and/or properties to the Person acquiring the same is not less than an amount equal to 10/7 of the sum of (x) the aggregate principal amount of the Bonds then Outstanding and (y) the outstanding principal amount of all other obligations of the Company representing indebtedness for borrowed money or for the deferred purchase price of property which are being assumed by such Person; provided, further, that after any such assumption, release and discharge as aforesaid, the Company may again assume such obligations under Section 5.01 hereof, in whole or in part, at any time and from time to time, and, to the extent of any such assumption by the Company (but only to such extent), the aforesaid assignee, lessee, sublessee, purchaser or other transferee shall be released from and discharged of all liability in respect of such obligations. Anything herein to the contrary notwithstanding, the Company shall not make any assignment, lease, sublease or sale as provided in the immediately preceding paragraph unless it shall have furnished to the Authority Trustee and the Credit Facility Trustee an opinion of Bond Counsel to the effect that the proposed such assignment, transfer, sale or lease or sale will does not impair adversely affect the validity under the Act legality of the Bonds and will not adversely affect or the exclusion of interest on the Bonds from gross income for federal income tax purposes. After any ; and (e) if a Credit Facility is in effect, such assignment, transfer, sale or lease must be permitted under the Reimbursement Agreement or the Credit Facility Issuer must have given its prior written consent to such assignment, transfer, sale or lease, sublease, sale, transfer or other disposition of any element or unit of the Facilities, or any interest therein, the Company may, at its option, cause such element or unit, or interest therein, to no longer be deemed to be part of the Facilities for the purposes of this Agreement by delivering to the Authority and the Trustee the agreements or other documents required pursuant to Section 7.02 hereof together with an instrument signed by an Authorized Company Representative stating that such element or unit, or interest therein, shall no longer be deemed to be part of the Facilities for the purposes of this Agreement. For purposes of this Section 7.01:.