Common use of Protection of Assignee Clause in Contracts

Protection of Assignee. In the event that either (a) the Company's interest in the Project shall be sold, assigned or otherwise transferred pursuant to the exercise of any right, power or remedy by the Assignee or pursuant to judicial proceedings, or (b) the Company rejects all or a portion of the Assigned Agreement under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, or other similar Federal or state statute and such rejection is approved by the appropriate bankruptcy court or is otherwise effective pursuant to such statute, the Consenting Party shall, promptly, and in no event longer than ten (10) days after receipt of written request therefor which request shall be made no more than thirty (30) days after the date such assignment, sale, transfer or rejection is approved or is otherwise made effective (as applicable), execute and deliver an agreement, which shall in the case of (a) supersede the earlier agreement, to the Assignee, any Senior Parties or any of their respective nominees, purchasers, assignees or transferees, as the case may be, for the remainder of the term of the Assigned Agreement and with substantially the same terms as are contained therein provided that such Assignee, Senior Party or their respective nominee, purchaser, assignee or transferee, as the case may be, (i) shall agree in writing, to the extent curable, to cure any existing default under the Assigned Agreement, (ii) shall in the reasonable opinion of the Consenting Party be as financially and otherwise capable of performing all obligations of the Company under the Assigned Agreement as the Company at the time it closed the financing of the Project and received the first advance thereunder, (iii) shall not be a direct competitor of the Consenting Party in the manufacture and sale of power generation equipment or a wholly owned subsidiary of such entity and (iv) shall not be an adverse party to the Consenting Party or any of its affiliates in any arbitration or litigation. If the Assignee notifies the Consenting Party of the identity of any proposed purchaser, assignee or transferee, as the case may be, the Consenting Party shall notify the Assignee within 10 days of receipt of such notification by the Assignee as to whether such purchaser, assignee or transferee of the Company fails to meet the requirements of clause (iii) or (iv), and stating the reasons therefor.

Protection of Assignee. In the event that either (a) the Company's interest in the Project shall be sold, assigned or otherwise transferred pursuant to the exercise of any right, power or remedy by the Assignee or pursuant to judicial proceedings, or (b) the Company rejects all or a portion of the Assigned Agreement under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, or other similar Federal or state statute and such rejection is approved by the appropriate bankruptcy court or is otherwise effective pursuant to such statute, AND in either case (i) no funds payable under the Assigned Agreement shall be due and payable to the Consenting Party, (ii) the effect upon the Consenting Party of any default not susceptible of being corrected shall have been rectified to Consenting Party's reasonable satisfaction, (iii) the Assigned Agreement shall have been validly terminated pursuant to the terms of the Assigned Agreement by reason of a default or a rejection by the Company or a trustee in bankruptcy under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, or other similar Federal or state statute, and (iv) the Assignee or any of the Senior Parties shall have cured, or shall be diligently pursuing a cure of, or shall have entered into a binding obligation providing for the cure of, any default susceptible of being corrected by Assignee or any of the Senior Parties or by a purchaser at any judicial or non-judicial sale, the Consenting Party shall, promptly, and in no event longer than ten (10) days after receipt of written request therefor which therefor; provided, such request shall be made no is received by the Consenting Party not more than thirty (30) 60 days after the date such assignment, sale, transfer any event specified in clause (a) or rejection is approved or is otherwise made effective (as applicable)b) above, execute and deliver an agreement, which shall in the case of (a) supersede the earlier agreement, agreement to the Assignee, any of the Senior Parties or any of their respective nominees, purchasers, assignees or transferees, as the case may be, for the remainder of the term of the Assigned Agreement and with substantially the same terms as are contained therein provided therein; provided, that such Assignee, Senior Party or their respective any nominee, purchaser, assignee assignee, or transferee, as the case may be, (i) shall agree in writing, to the extent curable, to cure any existing default under the Assigned Agreement, (ii) shall in the reasonable opinion transferee of the Consenting Party be as financially and otherwise capable of performing all Assignee or the Senior Parties shall assume in writing the obligations of the Company under the Assigned Agreement as the Company at the time it closed the financing of the Project and received the first advance thereunder, (iii) Agreement. References in this Consent to Assignment to "Assigned Agreement" shall not be a direct competitor of the Consenting Party in the manufacture and sale of power generation equipment or a wholly owned subsidiary of deemed also to include such entity and (iv) shall not be an adverse party to the Consenting Party or any of its affiliates in any arbitration or litigation. If the Assignee notifies the Consenting Party of the identity of any proposed purchaser, assignee or transferee, as the case may be, the Consenting Party shall notify the Assignee within 10 days of receipt of such notification by the Assignee as to whether such purchaser, assignee or transferee of the Company fails to meet the requirements of clause (iii) or (iv), and stating the reasons therefornew agreement.

Protection of Assignee. In Subject to the provisions of Section 2(b) and to the extent permitted by applicable law, in the event that either (ai) any of the Company's Assignor’s interest in the Project shall be sold, assigned or otherwise transferred pursuant to the exercise of any right, power or remedy by the Assignee or pursuant to judicial proceedingsproceedings (other than any assignment of Assignor’s interests in the Assigned Agreement made and affirmed under 11 U.S.C. 365 or under a confirmed plan of reorganization under the U.S. Bankruptcy Code), or (bii) the Company rejects all or a portion of the Assigned Agreement is rejected under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, or other similar Federal or state statute and such rejection is approved by the appropriate bankruptcy court or is otherwise effective pursuant to such statute, and in either such case the Assignee shall have arranged for the curing of any default, action or omission under the Assigned Agreement susceptible of being cured by the Assignee or by a Permitted Transferee at any judicial or non-judicial sale and shall use reasonable efforts to mitigate or remediate any default, action or omission under the Assigned Agreement not susceptible of being cured by the Permitted Transferee, then the Consenting Party shall, promptly, and in no event longer than ten within thirty (1030) days after receipt by the Consenting Party of the latter of (a) of written request therefor therefor, which request shall be made no not more than thirty (30) days after the date such assignmentAssignee’s receipt of notice of the event described in clause (i) or (ii) above, sale, transfer or rejection is approved or is otherwise made effective (as applicable), and (b) of such information as the Consenting Party may reasonably request regarding the Permitted Transferee, including, but not limited to, information regarding the creditworthiness, identity, business practice, experience in the generation business, of such Permitted Transferee, execute and deliver an agreement, which shall in the case of (a) supersede the earlier agreement, agreement to the Assignee, any Senior Parties Assignee or any of their respective nominees, purchasers, assignees or transferees, as the case may be, Permitted Transferee for the remainder of the term of the Assigned Agreement Agreement, and with substantially the same terms as are contained therein provided that such Assignee, Senior Party or their respective nominee, purchaser, assignee or transferee, as the case may be, (i) shall agree in writing, to the extent curable, to cure any existing default under the Assigned Agreement, (ii) . References in this Consent and Agreement to “Assigned Agreement” shall in the reasonable opinion of the Consenting Party be as financially deemed also to refer to such new agreement. Such new agreement shall not be effective unless and otherwise capable of performing all obligations of the Company until such defaults under the Assigned Agreement have been cured, except for any defaults that are not capable of being cured. Furthermore, such new agreement shall provide that an Event of Default shall not include any determination by any court or regulatory authority exercising competent jurisdiction that such new agreement is not a Priority Long Term Power Contract as the Company at result of any action brought by any person other than the time it closed the financing State of the Project and received the first advance thereunder, (iii) shall not be a direct competitor of the Consenting Party in the manufacture and sale of power generation equipment or a wholly owned subsidiary of such entity and (iv) shall not be an adverse party to the Consenting Party California or any of its affiliates in any arbitration or litigation. If agency thereof, including the Assignee notifies the Consenting Party of the identity of any proposed purchaser, assignee or transferee, as the case may be, the Consenting Party shall notify the Assignee within 10 days of receipt of such notification by the Assignee as to whether such purchaser, assignee or transferee of the Company fails to meet the requirements of clause (iii) or (iv), and stating the reasons thereforCPUC.

Protection of Assignee. In (a) Subject to the provisions of Section 2(b), in the event that either (ai) any of the Company's Assignor’s interest in the Project shall be sold, assigned or otherwise transferred pursuant to the exercise of any right, power or remedy by the Assignee or pursuant to judicial proceedings, or (bii) the Company rejects all or a portion of the Assigned Agreement is rejected under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, or other similar Federal or state statute and such rejection is approved by the appropriate bankruptcy court or is otherwise effective pursuant to such statute, and in either such case the Assignee shall have arranged for the curing of any default, action or omission under the Assigned Agreement susceptible of being corrected by the Assignee or by a permitted purchaser at any judicial or non-judicial sale, then the Consenting Party shall, promptly, and in no event longer than ten within fifteen (1015) days after receipt of written request therefor therefor, which request shall be made no not more than thirty (30) days after the date such assignmentAssignee’s receipt of notice of the event described in clause (i) or (ii) above, sale, transfer or rejection is approved or is otherwise made effective (as applicable), execute and deliver an agreement, which shall in the case of (a) supersede the earlier agreement, agreement to the Assignee, any Senior Parties or any of their respective nomineesits nominee, purchaserspermitted purchaser, assignees assignee, or transfereestransferee, as the case may be, for the remainder of the term of the Assigned Agreement Agreement, and with substantially the same terms as are contained therein in the Assigned Agreement. References in this Consent and Agreement to “Assigned Agreement” shall be deemed also to refer to such new agreement. Such new agreement shall not be effective unless and until such defaults under the Assigned Agreement have been cured. It is the intent of the Parties that any such new agreement constitutes an amendment and novation of the Assigned Agreement and a “Priority Long Term Power Contract” under the Rate Agreement. Nothing herein shall relieve the Assignor from any obligations to the Consenting Party arising under the Assigned Agreement before or after the Consenting Party and the Assignee enter into any such new agreement. (b) In the event that Assignee elects to perform Assignor’s obligations under the Assigned Agreement or succeeds to Assignor’s interest under the Assigned Agreement or becomes party to a new agreement as provided that such Assigneein Section 7(a), Senior Party or their respective nominee, the Consenting Party’s recourse against Assignee (but not any subsequent purchaser, assignee or transferee, ) under the Assigned Agreement or such new agreement shall be limited to any guaranty or security provided in connection with the Assigned Agreement or new agreement and Assignee’s interests in the generating units that produce the Product(s) sold under the Assigned Agreement or new agreement. Assignee's recourse against Consenting Party under the Assigned Agreement or such new agreement shall be limited as set forth in the case may be, Assigned Agreement. (ic) shall agree in writing, If Assignee or any successor transferee succeeds to the extent curable, to cure any existing default Assignor’s interest under the Assigned Agreement, Assignee or such successor transferee may substitute, in lieu of any guaranty provided on behalf of Assignor with respect to the Assigned Agreement, either (i) a guaranty from another entity whose long term unsecured senior debt is rated the greater of (x) at least BBB by Standard & Poor’s and Baa2 by ▇▇▇▇▇’▇ Investors Services, or (y) the rating of Consenting Party's bonds (excluding credit enhancement), or (ii) shall a letter of credit issued by a financial institution rated at least A by Standard & Poor’s and A2 by ▇▇▇▇▇’▇ Investors Services, each in the reasonable opinion amount of the Termination Payment that would be payable to Consenting Party be as financially and otherwise capable of performing all obligations of the Company under the Assigned Agreement as Agreement. In the Company at event such substitution is made, the time it closed the financing provisions of Section 5.1(h) of the Project and received Master Agreement incorporated into the first advance thereunder, (iii) shall not be a direct competitor of the Consenting Party in the manufacture and sale of power generation equipment or a wholly owned subsidiary of such entity and (iv) shall not be an adverse party Assigned Agreement would only apply with respect to the Consenting Party substitute guaranty provided by or any on behalf of its affiliates in any arbitration Assignee or litigation. If the Assignee notifies the Consenting Party of the identity of any proposed purchaser, assignee or such other transferee, as the case may be, the Consenting Party shall notify the Assignee within 10 days of receipt of such notification by the Assignee as to whether such purchaser, assignee or transferee of the Company fails to meet the requirements of clause (iii) or (iv), and stating the reasons therefor.