Common use of Consent to Assignment Clause in Contracts

Consent to Assignment. The Lessee hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transfer, and any future assignments and transfers, to the Secured Parties by the Company of the Company's right to exercise any and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, of any rights, remedies, powers or privileges pursuant to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add to the obligations of the Lessee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have exclusive right to possession and use of the Nuclear Material in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with the Fuel Lease.

Consent to Assignment. The Lessee hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in the such documents and agreements. The Lessee further acknowledges and consents to the assignment and transfer, and any future assignments and transfers, to the Secured Parties by the Company of the Company's right to exercise any and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, of any rights, remedies, powers or privileges pursuant to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add to the obligations of the Lessee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have exclusive right to possession and use of the Nuclear Material in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with the Fuel Lease.

Consent to Assignment. The Lessee hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transfer, and any future assignments and transfers, to the Secured Parties by the Company of the Company's right to exercise any and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, of any rights, remedies, powers or privileges pursuant to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 2 shall in any way add to the obligations of the Lessee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have exclusive right to possession and use of the Nuclear Material in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with the Fuel Lease.

Consent to Assignment. The Lessee Notwithstanding Section 7 of this Agreement, Party A hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transferof this Agreement, and any future assignments and transfers, to solely for security purposes for the Secured Parties by the Company benefit of the Noteholders, by Party B to Deutsche Bank National Trust Company's right to exercise any and all of its rights, remedies, powers and privileges as trustee (but none of its obligations, duties or liabilitiesthe “Indenture Trustee”) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a partyIndenture. The Lessee hereby agrees Indenture Trustee shall not be deemed to be a party to this Agreement; provided, however, that the Indenture Trustee, acting on behalf of the Noteholders, shall have the right to enforce this Agreement, including the terms of Part 5(n), against Party A. Party A shall be entitled to rely on any notice or communication from the Indenture Trustee to that effect; provided, further, that any such notice shall be in writing and delivered to Party A in accordance with Section 12 hereof. Party A shall be entitled to assume the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, authenticity of any rightssuch notice and shall have no obligation to verify the accuracy of any facts asserted therein and shall be entitled to reasonably rely on the apparent authority of the sender thereof. Party B hereby indemnifies Party A against any losses, remediescosts, powers claims or privileges pursuant liabilities arising from Party A’s reliance on any such notice and Party A shall be released from any further obligations to Party B with respect to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add rights transferred to the obligations of the Lessee Indenture Trustee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, for so long as no Lease Event of Default shall have occurred and be continuingParty A has fulfilled its obligations hereunder to the Indenture Trustee). Notwithstanding any provision to the contrary contained herein, the Lessee parties acknowledge that the indemnity contained in this Part 5(j) shall have exclusive right to possession be considered an accrued and use unpaid expense of the Nuclear Material Trustee (reimbursable to Party A) (which expense shall be payable with Interest Proceeds under Section 5.07(i) of the Indenture and not as a payment due to a Swap Provider under the Swap Agreement) and is only due to the extent funds are available for the payment thereof in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with priority of payments described in Article VIII of the Fuel LeaseIndenture.

Consent to Assignment. The Lessee hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and Southern consents to the execution and --------------------- delivery of the Assignment by the Debtor and the assignment and transfer, and any future assignments and transfers, by the Debtor to the Secured Parties Party, and the grant by the Company Debtor to the Secured Party of a security interest in, all of the CompanyDebtor's right right, title and interest in, to and under the Assigned Agreement Documents and the other Collateral upon satisfaction of the following conditions: a. the Collateral is subsequently assigned to Vaxcel, Inc., a wholly owned subsidiary of the Secured Party; and b. either Debtor or the Secured Party satisfies the monetary obligations of the Debtor to Southern under the Assigned Agreement, including but not limited to: (A) Debtor's obligation to cure the Royalty Default and (B) Debtor's obligations to pay expenses of filing, prosecuting, defending and maintaining patent applications and patents issued thereon. Upon receipt by the undersigned of: (i) written notice from the Secured Party that an Event of Default has occurred under the Secured Loan, and (ii) proof of satisfaction of the above conditions that is reasonably satisfactory to the undersigned, the undersigned shall immediately thereupon, and at all times thereafter, permit the Secured Party, at the Secured Party's option, to exercise any and all of its rights, remedies, powers the rights and privileges (but none benefits of its obligations, duties the Debtor under or liabilities) under in respect of such Assigned Agreement Documents and the Fuel Lease, the Assigned Agreements and each other Basic Document to Collateral which the Lessee is a partySecured Party desires to exercise, all to the complete and absolute exclusion of the Debtor. The Lessee hereby undersigned acknowledges and agrees with the Secured Parties to comply with that any exercise by the Secured Parties, either directly or through the Company, Party of any rights, remedies, powers such rights and benefits shall not discharge or privileges pursuant to otherwise release the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall Debtor from any of its obligations under or in respect of any way add to the obligations of the Lessee (except those obligations of Assigned Agreement Documents and the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have exclusive right to possession and use of the Nuclear Material in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with the Fuel LeaseCollateral.

Consent to Assignment. The Lessee hereby In accordance with Section 11.1 of the PPA, the City acknowledges notice of and consents to all the terms and provisions pledge of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure PPA to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges Lender and consents to the collateral pledge and assignment and transfer, and any future assignments and transfers, of the PPA to the Secured Parties by the Company Lender. In accordance with Section 7.1 of the Company's right Interconnection Agreement, the City acknowledges notice of the pledge of the Interconnection Agreement to exercise any the Lender and all consents to the collateral pledge and assignment of its rights, remedies, powers and privileges (but none the Interconnection Agreement to the Lender. In accordance with Section 13(c) of its obligations, duties or liabilities) under the Fuel Lease, the City acknowledges notice of the pledge of ▇▇▇▇▇▇▇▇’s interest in the Facility and the Site to the Lender and consents to the collateral pledge and assignment of the Facility and the Site to the Lender as well as to Borrower granting a collateral assignment of and security interest in all of Borrower’s right, title and interest in and to the Lease. Upon notice from Lender that performance under the Assigned Agreements and each other Basic Document shall be due to which the Lessee is Lender, any affiliate of Lender or any Permitted Transferee (hereinafter defined)(each, a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties“Subsequent Owner”) instead of Borrower, either directly or through the CompanyCity agrees, of any rights, remedies, powers or privileges pursuant subject to the Security Agreementterms of Section 4 as they relate to payments to be made under the PPA, to render performance under the Assigned Agreements to Lender and to recognize the Lender or such other Subsequent Owner (as applicable) as its counterparty under the Assigned Agreements. The Secured Parties acknowledge City agrees to honor and accept an assignment of the Assigned Agreements to the Lender or such other Subsequent Owner as a permitted assignment under Section 11.1 of the PPA, Section 13(c) of the Lease and Section 7.1 of the Interconnection Agreement upon a foreclosure or other similar legal action, but only if Lender or such other Subsequent Owner promptly notifies City in writing that neither the Security Agreement nor this Section 12 shall it has taken such assignment and agrees in any way add writing to perform all of the obligations of the Lessee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) ▇▇▇▇▇▇▇▇ under the Fuel Lease, Assigned Agreements. City acknowledges and agrees that the Lender or such other Subsequent Owner shall have no liability or obligation under the Assigned Agreements and each other Basic Document to as a result of this Consent or the Security Documents except for obligations arising during any period in which the Lessee is a partyLender or such other Subsequent Owner has provided notice that performance under the Assigned Agreements should be due to the Lender or such other Subsequent Owner and not the Borrower. Notwithstanding In the foregoingevent Lender or such other Subsequent Owner has provided notice that performance under the Assignment Agreements should be due to the Lender or such other Subsequent Owner, so long as no Lease Event of Default Lender or such other Subsequent Owner shall have occurred and be continuingremedy, the Lessee shall have exclusive right or agree in writing to possession and use remedy, any defaults under or breaches of the Nuclear Material in accordance with Assigned Agreements by Borrower that can be remedied by Lender or Subsequent Owner; provided that if possession of the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with the Fuel Lease.Facility is necessary

Consent to Assignment. The Lessee Notwithstanding Section 7 of this Agreement, Party A hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transferof this Agreement, and any future assignments and transferssolely for security purposes for the benefit of the Noteholders, by Party B to the Secured Parties by Indenture Trustee under the Company Indenture. The Indenture Trustee shall not be deemed to be a party to this Agreement; provided, however, that the Indenture Trustee, acting on behalf of the Company's Noteholders, shall have the right to exercise enforce this Agreement, including the terms of Part 1(i), against Party A. Party A shall be entitled to rely on any notice or communication from the Indenture Trustee to that effect; provided, further, that any such notice or communication shall be in writing and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under delivered to Party A in accordance with Section 12 hereof. Party A shall be entitled to assume the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, authenticity of any rightssuch notice or communication and shall have no obligation to verify the accuracy of any facts asserted therein or the authority of the sender thereof. Party B hereby indemnifies Party A against any losses, remediescosts, powers claims or privileges pursuant liabilities arising from Party A’s reliance on any such notice or communication and Party A shall be released from any further obligations to Party B with respect to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add rights transferred to the obligations of the Lessee Indenture Trustee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, for so long as no Lease Event of Default shall have occurred and be continuingParty A has fulfilled its obligations hereunder to the Indenture Trustee). Notwithstanding any provision to the contrary contained herein, the Lessee parties acknowledge that the indemnity contained in this Part 5(j) shall have exclusive right to possession be considered an accrued and use unpaid expense of the Nuclear Material Trust (reimbursable to Party A) (which expense shall be payable with Interest Proceeds under Article V of the Indenture and not as a payment due to a Swap Provider under the Swap Agreement) and is only due to the extent funds are available for the payment thereof in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with priority of payments described in Article VIII of the Fuel LeaseIndenture.

Consent to Assignment. The Lessee Notwithstanding Section 7 of this Agreement, Party A hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transferof this Agreement, and any future assignments and transferssolely for security purposes for the benefit of the Noteholders, by Party B to the Secured Parties by Indenture Trustee under the Company Indenture. The Indenture Trustee shall not be deemed to be a party to this Agreement; provided, however, that the Indenture Trustee, acting on behalf of the Company's Noteholders, shall have the right to exercise enforce this Agreement, including the terms of Part 1(i), against Party A. Party A shall be entitled to rely on any notice or communication from the Indenture Trustee to that effect; provided, further, that any such notice or communication shall be in writing and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under delivered to Party A in accordance with Section 12 hereof. Party A shall be entitled to assume the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, authenticity of any rightssuch notice or communication and shall have no obligation to verify the accuracy of any facts asserted therein or the authority of the sender thereof. Party B hereby indemnifies Party A against any losses, remediescosts, powers claims or privileges pursuant liabilities arising from Party A’s reliance on any such notice or communication and Party A shall be released from any further obligations to Party B with respect to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add rights transferred to the obligations of the Lessee Indenture Trustee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, for so long as no Lease Event of Default shall have occurred and be continuingParty A has fulfilled its obligations hereunder to the Indenture Trustee). Notwithstanding any provision to the contrary contained herein, the Lessee parties acknowledge that the indemnity contained in this Part 5(k) shall have exclusive right to possession be considered an accrued and use unpaid expense of the Nuclear Material Trust (reimbursable to Party A) (which expense shall be payable with Interest Proceeds under Article V of the Indenture and not as a payment due to a Swap Provider under the Swap Agreement) and is only due to the extent funds are available for the payment thereof in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with priority of payments described in Article VIII of the Fuel LeaseIndenture.