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 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 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. (a) The Lessee Consenting Party 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 irrevocably consents to the assignment by the Assignor of all its right, title and transfer, and any future assignments and transfersinterest in, 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 Trustee, for the Secured Parties to comply with any exercise by benefit of the Secured Parties, either directly as collateral security for Assignor's secured obligations and, subject to the requirements herein, any subsequent assignments by the Trustee upon and after the exercise by the Trustee of the Trustee’s rights and enforcement of its remedies under the Financing Documents and the Security Agreement, at law, in equity, or through otherwise. (b) The Assignor agrees that it shall remain liable to the CompanyConsenting Party for all obligations of the Assignor under each of the Assigned Agreements. The Consenting Party agrees that (i) except as otherwise provided herein, it shall look only to the Assignor for the performance of any rightssuch obligations and (ii) it shall be and remain obligated to the Assignor to perform all of the Consenting Party’s obligations and agreements under each of the Assigned Agreements upon their respective terms and conditions. (c) The Consenting Party acknowledges and agrees, remediesnotwithstanding anything to the contrary contained in the Assigned Agreements, powers that none of the following (to the extent not inconsistent with the terms of this Agreement) shall constitute, in and of itself, a default by the Assignor under the Assigned Agreements or privileges shall result in a termination thereof: (i) the assignment of each of the Assigned Agreements pursuant to the Security Agreement. The Secured Parties acknowledge that neither ; (ii) the development, , management or operation and maintenance of the Project by the Trustee following the occurrence and continuance of an event of default under the Financing Documents and the Security Agreement; (iii) foreclosure or any other enforcement of the Security Agreement nor this Section 12 shall in any way add to by the obligations Trustee; (iv) acquisition of the Lessee (except those obligations rights of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) Assignor under the Fuel Lease, each of the Assigned Agreements and in foreclosure by the Trustee or its designee (or acceptance of an absolute assignment of 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 Assigned Agreements in accordance with lieu of foreclosure); or (v) assignment of each of the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with Assigned Agreements by the Fuel LeaseTrustee following a purchase in foreclosure or following an absolute assignment thereof in lieu of foreclosure.

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.

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 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.