Common use of Consequences of Loss of Rights Clause in Contracts

Consequences of Loss of Rights. (1) Subject to Section 5.4(4) below, upon a loss by Pattern of the Pattern Control Rights under this Article 5, PSP shall have the right to appoint all Directors under Section 2.2 instead of Pattern, and decisions and actions referred to in Schedule B may be approved and undertaken without the consent of Pattern. (2) If the Pattern Control Rights have been transferred in accordance with Section 3.3 to a Permitted Transferee, such Permitted Transferee will lose such Pattern Control Rights in any circumstance where this Article 5 provides that Pattern would lose such Pattern Control Rights. (3) If the PSP Veto Rights have been transferred in accordance with Section 3.3 to a Permitted Transferee, such Permitted Transferee will lose such PSP Veto Rights in any circumstance where this Article 5 provides that PSP would lose such PSP Veto Rights. (4) Notwithstanding anything to the contrary herein, including Sections 5.4(1)-(3) or 13.17, if (a) Pattern is required to sell and transfer its Shares and to lose its Pattern Control Rights under the foregoing provisions of this Article 5, and (b) thereafter, Pattern (or the Pattern Affiliate holding Units) Transfers its Units to a Third Party as defined in and in accordance with the Partnership Agreement, then in connection with such Transfer: (x) PSP shall Transfer to such Third Party or its Affiliate a number of Shares (for a purchase price per Share equal to the Original Per Share Consideration) such that the Third Party or its Affiliate acquires a Share Interest equal to its (or its Affiliate’s) Unit Interest, as the same may be adjusted pursuant to Section 6.6, and (y) such Third Party or its Affiliate acquiring Shares shall have all Pattern Control Rights and other rights of Pattern hereunder including the right to appoint all Directors under Section 2.2, mutatis mutandis. (5) Notwithstanding anything to the contrary herein, including without limitation Sections 5.4(1)-(3) or 13.17, if (a) PSP is required to sell and transfer its Shares and to lose its PSP Veto Rights under the foregoing provisions of this Article 5, and (b) thereafter, PSP (or the PSP Affiliate holding Units) Transfers its Units to a Third Party as defined in and in accordance with the Partnership Agreement, then in connection with such Transfer: (x) Pattern shall Transfer to such Third Party or its Affiliate a number of Shares (for a purchase price per Share equal to the Original Per Share Consideration) such that the Third Party or its Affiliate acquires a Share Interest equal to its (or its Affiliate’s) Unit Interest, and (y) such Third Party or its Affiliate acquiring Shares shall have all PSP Veto Rights and other rights of PSP hereunder, mutatis mutandis. (6) Each of the PSP Shareholder and the Pattern Shareholder hereby irrevocably constitutes and appoints the other as its true and lawful attorney and agent in the name of and on behalf of the PSP Shareholder or the Pattern Shareholder, as the case may be, to execute and deliver in the name of the PSP Shareholder or the Pattern Shareholder, as the case may be, all such assignments, transfers, deeds or instruments as may be necessary to effectively transfer and assign the Shares held by the PSP Shareholder or the Pattern Shareholder, as the case may be, to the other Shareholder or to a Third Party in accordance with Section 5.1 or this Section 5.4. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the dissolution, winding-up, bankruptcy or insolvency of the PSP Shareholder or the Pattern Shareholder, as the case may be, and each such Shareholder hereby ratifies and confirms and agrees to ratify and confirm all that the other Shareholder may lawfully do or cause to be done by virtue of the provisions hereof. Each Shareholder hereby irrevocably consents to the transfer of its Shares made pursuant to the provisions of this Article 5. (7) The exercise of any rights or remedies, or loss of rights, pursuant to this Article 5 shall be subject to the terms of any Project Financing. If the consent of any lender or other party is required under any Project Financing as a condition to the exercise of any rights pursuant to this Article 5 or the transfer of any Shares pursuant to this Article 5, each Party shall use its commercially reasonable efforts to obtain such consent or approval promptly following the event giving rise to such rights.

Consequences of Loss of Rights. (1) Subject to Section 5.4(46.07(e)(4) below, upon a loss by resignation or removal of Pattern Finance and implementation of the Pattern Control Rights Transfer, in each case, pursuant to Section 6.07(b), (c) or (d), Investor shall replace Pattern Finance as the Managing Member and shall have all of the rights and duties of the Managing Member under this Article 5Agreement, PSP shall have including the right to vote under the Holdings Operating Agreement to appoint all Directors under Section 2.2 instead the Company as managing member of PatternHoldings, and decisions and actions referred to in Schedule B Section 6.03 may be approved -42- and undertaken by Investor without the consent of PatternPattern Finance or Panhandle B Member. (2) If Pattern Finance shall have transferred its Membership or Panhandle B Member shall have transferred the Pattern Control Rights have been transferred in accordance with Section 3.3 Class B Membership Interest to a Permitted Transferee, such Permitted Transferee will lose such automatically be removed as Managing Member hereunder or implement the Pattern Control Rights Transfer in any circumstance where this Article 5 Section 6.07 provides that Pattern would lose such Finance or Panhandle B Member be removed as Managing Member or be required to implement the Pattern Control RightsRights Transfer. (3) If the PSP Veto Rights Investor shall have been transferred in accordance with Section 3.3 its Membership Interest to a Permitted Transferee, such Permitted Transferee will lose such PSP Veto Rights in any circumstance where this Article 5 Section 6.07 provides that PSP Investor would lose such PSP Veto Rights. (4) Notwithstanding anything to the contrary herein, including Sections 5.4(1)-(3) or 13.17in this Agreement, if (a) Pattern Finance resigns or is required to sell removed as Managing Member, and transfer its Shares and to lose its Panhandle B Member implements the Pattern Control Rights under the foregoing provisions Transfer pursuant to subsection (b) or (d) of this Article 5Section 6.07, and (b) thereafter, membership interest in Holdings or Pattern (Finance’s Units are Transferred, directly or the indirectly, by Panhandle B Member, Pattern Finance, Pattern or an applicable Affiliate holding Units) Transfers its Units thereof to a Third Party as defined in and in accordance with the Partnership Holdings Operating Agreement or this Agreement, as applicable, then in connection with such Transfer: (x) PSP , Investor shall Transfer to resign as Managing Member, such Third Party or its Affiliate a number of Shares (for a purchase price per Share equal to the Original Per Share Consideration) such that the Third Party or its Affiliate acquires a Share Interest equal to its (or its Affiliate’s) Unit Interest, shall replace Investor as the same may be adjusted pursuant to Section 6.6, Managing Member and (y) such Third Party or its Affiliate acquiring Shares shall have all Pattern Control Rights of the rights and other rights duties of Pattern hereunder the Managing Member under this Agreement, including the right to appoint all Directors itself as the managing member under Section 2.2the Holdings Operating Agreement; provided, mutatis mutandisthat Sections 6.07(b)(1), (c)(1) and (d)(1) shall thereafter apply to such Third Party as if such Third Party were named in such Sections instead of Pattern Finance. (5) Notwithstanding anything to the contrary herein, including without limitation Sections 5.4(1)-(3) or 13.17in this Agreement, if (a) PSP is required to sell and transfer its Shares and to lose Investor loses its PSP Veto Rights under the foregoing provisions Section 6.04(b)(i) or subsection (b) or (d) of this Article 5Section 6.07, and (b) thereafter, PSP (Investor effects one or the PSP Affiliate holding Units) more Transfers its Units to a Third Party as defined in and in accordance with this Agreement which results in 100% of the Partnership AgreementUnits acquired by Investor on the Effective Date being held by a Third Party, then in connection with such Transfer: (x) Pattern shall Transfer to such Third Party or its Affiliate a number of Shares (for a purchase price per Share equal to the Original Per Share Consideration) such that the Third Party or its Affiliate acquires a Share Interest equal to its (or its Affiliate’s) Unit Interest, and (y) such Third Party or its Affiliate acquiring Shares shall have all PSP Veto Rights Rights; provided, that Sections 6.04(b) and other rights of PSP hereunderSection 6.07(b)(2), mutatis mutandis. (6c)(2) Each and (d)(2) shall thereafter apply to such Third Party as if such Third Party were named in such Sections instead of the PSP Shareholder and the Pattern Shareholder hereby irrevocably constitutes and appoints the other as its true and lawful attorney and agent in the name of and on behalf of the PSP Shareholder or the Pattern Shareholder, as the case may be, to execute and deliver in the name of the PSP Shareholder or the Pattern Shareholder, as the case may be, all such assignments, transfers, deeds or instruments as may be necessary to effectively transfer and assign the Shares held by the PSP Shareholder or the Pattern Shareholder, as the case may be, to the other Shareholder or to a Third Party in accordance with Section 5.1 or this Section 5.4. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the dissolution, winding-up, bankruptcy or insolvency of the PSP Shareholder or the Pattern Shareholder, as the case may be, and each such Shareholder hereby ratifies and confirms and agrees to ratify and confirm all that the other Shareholder may lawfully do or cause to be done by virtue of the provisions hereof. Each Shareholder hereby irrevocably consents to the transfer of its Shares made pursuant to the provisions of this Article 5Investor. (7) The exercise of any rights or remedies, or loss of rights, pursuant to this Article 5 shall be subject to the terms of any Project Financing. If the consent of any lender or other party is required under any Project Financing as a condition to the exercise of any rights pursuant to this Article 5 or the transfer of any Shares pursuant to this Article 5, each Party shall use its commercially reasonable efforts to obtain such consent or approval promptly following the event giving rise to such rights.

Consequences of Loss of Rights. (1) Subject to Section 5.4(4) below, upon a loss by Pattern of the Pattern Control Rights under this Article 5, PSP shall have the right to appoint all Directors under Section 2.2 instead of Pattern, and decisions and actions referred to in Schedule B “B” may be approved and undertaken without the consent of Pattern. (2) If the Pattern Control Rights have been transferred in accordance with Section 3.3 to a Permitted Transferee, such Permitted Transferee will lose such Pattern Control Rights in any circumstance where this Article 5 provides that Pattern would lose such Pattern Control Rights. (3) If the PSP Veto Rights have been transferred in accordance with Section 3.3 to a Permitted Transferee, such Permitted Transferee will lose such PSP Veto Rights in any circumstance where this Article 5 provides that PSP would lose such PSP Veto Rights. (4) Notwithstanding anything to the contrary herein, including Sections 5.4(1)-(3) or 13.17, if (a) Pattern is required to sell and transfer its Shares and to lose its Pattern Control Rights under the foregoing provisions of this Article 5, and (b) thereafter, Pattern (or the Pattern Affiliate holding Units) Transfers its Units to a Third Party as defined in and in accordance with the Partnership Agreement, then in connection with such Transfer: (x) PSP shall Transfer to such Third Party or its Affiliate a number of Shares (for a purchase price per Share equal to the Original Per Share Consideration) such that the Third Party or its Affiliate acquires a Share Interest equal to its (or its Affiliate’s) Unit Interest, as the same may be adjusted pursuant to Section 6.6, and (y) such Third Party or its Affiliate acquiring Shares shall have all Pattern Control Rights and other rights of Pattern hereunder including the right to appoint all Directors under Section 2.2, mutatis mutandis. (5) Notwithstanding anything to the contrary herein, including without limitation Sections 5.4(1)-(3) or 13.17, if (a) PSP is required to sell and transfer its Shares and to lose its PSP Veto Rights under the foregoing provisions of this Article 5, and (b) thereafter, PSP (or the PSP Affiliate holding Units) Transfers its Units to a Third Party as defined in and in accordance with the Partnership Agreement, then in connection with such Transfer: (x) Pattern shall Transfer to such Third Party or its Affiliate a number of Shares (for a purchase price per Share equal to the Original Per Share Consideration) such that the Third Party or its Affiliate acquires a Share Interest equal to its (or its Affiliate’s) Unit Interest, and (y) such Third Party or its Affiliate acquiring Shares shall have all PSP Veto Rights and other rights of PSP hereunder, mutatis mutandis. (6) Each of the PSP Shareholder and the Pattern Shareholder hereby irrevocably constitutes and appoints the other as its true and lawful attorney and agent in the name of and on behalf of the PSP Shareholder or the Pattern Shareholder, as the case may be, to execute and deliver in the name of the PSP Shareholder or the Pattern Shareholder, as the case may be, all such assignments, transfers, deeds or instruments as may be necessary to effectively transfer and assign the Shares held by the PSP Shareholder or the Pattern Shareholder, as the case may be, to the other Shareholder or to a Third Party in accordance with Section 5.1 or this Section 5.4. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the dissolution, winding-up, bankruptcy or insolvency of the PSP Shareholder or the Pattern Shareholder, as the case may be, and each such Shareholder hereby ratifies and confirms and agrees to ratify and confirm all that the other Shareholder may lawfully do or cause to be done by virtue of the provisions hereof. Each Shareholder hereby irrevocably consents to the transfer of its Shares made pursuant to the provisions of this Article 5. (7) The exercise of any rights or remedies, or loss of rights, pursuant to this Article 5 shall be subject to the terms of any Project Financing. If the consent of any lender or other party is required under any Project Financing as a condition to the exercise of any rights pursuant to this Article 5 or the transfer of any Shares pursuant to this Article 5, each Party shall use its commercially reasonable efforts to obtain such consent or approval promptly following the event giving rise to such rights.

Consequences of Loss of Rights. (1i) Subject to Section 5.4(46.07(e)(iv) below, upon a loss by resignation or removal of Pattern Member pursuant to Section 6.07(b), (c) or (d), Investor shall replace Pattern Member as the Managing Member and shall have all of the Pattern Control Rights rights and duties of the Managing 1557237.09-WASSR01A - MSW Member under this Article 5, PSP shall have the right to appoint all Directors under Section 2.2 instead of PatternAgreement, and decisions and actions referred to in Schedule B Section 6.03 may be approved and undertaken by Investor without the consent of PatternPattern Member. (2ii) If the Pattern Control Rights Member shall have been transferred in accordance with Section 3.3 its Membership Interest to a Permitted Transferee, such Permitted Transferee will lose such Pattern Control Rights automatically be removed as Managing Member hereunder in any circumstance where this Article 5 Section 6.07 provides that Pattern would lose such Pattern Control RightsMember be removed as Managing Member. (3iii) If the PSP Veto Rights Investor shall have been transferred in accordance with Section 3.3 its Membership Interest to a Permitted Transferee, such Permitted Transferee will lose such PSP Veto Rights in any circumstance where this Article 5 Section 6.07 provides that PSP Investor would lose such PSP Veto Rights. (4iv) Notwithstanding anything to the contrary herein, including Sections 5.4(1)-(3) or 13.17in this Agreement, if (aA) Pattern Member resigns or is required removed as Managing Member pursuant to sell and transfer its Shares and to lose its Pattern Control Rights under the foregoing provisions of this Article 5Section 6.07(b) or (d), and (bB) thereafter, Pattern (Member’s Units are Transferred by Pattern Member or the Pattern an applicable Affiliate holding Units) Transfers its Units thereof to a Third Party as defined in and in accordance with the Partnership this Agreement, as applicable, then in connection with such Transfer: (x) PSP , Investor shall Transfer to resign as Managing Member, such Third Party or its Affiliate a number of Shares (for a purchase price per Share equal to the Original Per Share Consideration) such that the Third Party or its Affiliate acquires a Share Interest equal to its (or its Affiliate’s) Unit Interest, shall replace Investor as the same may be adjusted pursuant to Section 6.6, Managing Member and (y) such Third Party or its Affiliate acquiring Shares shall have all Pattern Control Rights of the rights and other rights duties of Pattern hereunder the Managing Member under this Agreement, including the right to appoint all Directors itself as the managing member under Section 2.2the Holdings Operating Agreement; provided, mutatis mutandisthat Sections 6.07(b)(i), (c)(i) and (d)(i) shall thereafter apply to such Third Party as if such Third Party were named in such Sections instead of Pattern Member. (5v) Notwithstanding anything to the contrary herein, including without limitation Sections 5.4(1)-(3) or 13.17in this Agreement, if (aA) PSP is required to sell and transfer its Shares and to lose Investor loses its PSP Veto Rights under the foregoing provisions of this Article 5Sections 6.04(b)(i), 6.07(b) or 6.07(d), and (bB) thereafter, PSP (Investor effects one or the PSP Affiliate holding Units) more Transfers its Units to a Third Party as defined in and in accordance with this Agreement which results in 100% of the Partnership AgreementUnits acquired by Investor on the Effective Date being held by a Third Party, then in connection with such Transfer: (x) Pattern shall Transfer to such Third Party or its Affiliate a number of Shares (for a purchase price per Share equal to the Original Per Share Consideration) such that the Third Party or its Affiliate acquires a Share Interest equal to its (or its Affiliate’s) Unit Interest, and (y) such Third Party or its Affiliate acquiring Shares shall have all PSP Veto Rights Rights; provided, that Sections 6.04(b) and other rights of PSP hereunderSection 6.07(b)(ii), mutatis mutandis. (6c)(ii) Each and (d)(ii) shall thereafter apply to such Third Party as if such Third Party were named in such Sections instead of the PSP Shareholder and the Pattern Shareholder hereby irrevocably constitutes and appoints the other as its true and lawful attorney and agent in the name of and on behalf of the PSP Shareholder or the Pattern Shareholder, as the case may be, to execute and deliver in the name of the PSP Shareholder or the Pattern Shareholder, as the case may be, all such assignments, transfers, deeds or instruments as may be necessary to effectively transfer and assign the Shares held by the PSP Shareholder or the Pattern Shareholder, as the case may be, to the other Shareholder or to a Third Party in accordance with Section 5.1 or this Section 5.4. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the dissolution, winding-up, bankruptcy or insolvency of the PSP Shareholder or the Pattern Shareholder, as the case may be, and each such Shareholder hereby ratifies and confirms and agrees to ratify and confirm all that the other Shareholder may lawfully do or cause to be done by virtue of the provisions hereof. Each Shareholder hereby irrevocably consents to the transfer of its Shares made pursuant to the provisions of this Article 5Investor. (7) The exercise of any rights or remedies, or loss of rights, pursuant to this Article 5 shall be subject to the terms of any Project Financing. If the consent of any lender or other party is required under any Project Financing as a condition to the exercise of any rights pursuant to this Article 5 or the transfer of any Shares pursuant to this Article 5, each Party shall use its commercially reasonable efforts to obtain such consent or approval promptly following the event giving rise to such rights.

Consequences of Loss of Rights. (1) Subject to Section 5.4(46.07(e)(4) below, upon a loss by resignation or removal of Pattern Member pursuant to Section 6.07(b), (c) or (d), Investor shall replace Pattern Member as the Managing Member and shall have all of the Pattern Control Rights rights and duties of the Managing Member under this Article 5, PSP shall have the right to appoint all Directors under Section 2.2 instead of PatternAgreement, and decisions and actions referred to in Schedule B Section 6.03 may be approved and undertaken by Investor without the consent of PatternPattern Member. (2) If the Pattern Control Rights Member shall have been transferred in accordance with Section 3.3 its Membership Interest to a Permitted Transferee, such Permitted Transferee will lose such Pattern Control Rights automatically be removed as Managing Member hereunder in any circumstance where this Article 5 Section 6.07 provides that Pattern would lose such Pattern Control RightsMember be removed as Managing Member. (3) If the PSP Veto Rights Investor shall have been transferred in accordance with Section 3.3 its Membership Interest to a Permitted Transferee, such Permitted Transferee will lose such PSP Veto Rights in any circumstance where this Article 5 Section 6.07 provides that PSP Investor would lose such PSP Veto Rights. (4) Notwithstanding anything to the contrary herein, including Sections 5.4(1)-(3) or 13.17in this Agreement, if (a) Pattern Member resigns or is required removed as Managing Member pursuant to sell and transfer its Shares and to lose its Pattern Control Rights under the foregoing provisions clause (b) or (d) of this Article 5Section 6.07, and (b) thereafter, Pattern (Member’s Units are Transferred by Pattern Member or the Pattern an applicable Affiliate holding Units) Transfers its Units thereof to a Third Party as defined in and in accordance with the Partnership this Agreement, as applicable, then in connection with such Transfer: (x) PSP , Investor shall Transfer to resign as Managing Member, such Third Party or its Affiliate a number of Shares (for a purchase price per Share equal to the Original Per Share Consideration) such that the Third Party or its Affiliate acquires a Share Interest equal to its (or its Affiliate’s) Unit Interest, shall replace Investor as the same may be adjusted pursuant to Section 6.6, Managing Member and (y) such Third Party or its Affiliate acquiring Shares shall have all Pattern Control Rights of the rights and other rights duties of Pattern hereunder the Managing Member under this Agreement, including the right to appoint all Directors itself as the managing member under Section 2.2the Holdings Operating Agreement; provided, mutatis mutandisthat Sections 6.07(b)(1), (c)(1) and (d)(1) shall thereafter apply to such Third Party as if such Third Party were named in such Sections instead of Pattern Member. (5) Notwithstanding anything to the contrary herein, including without limitation Sections 5.4(1)-(3) or 13.17in this Agreement, if (a) PSP is required to sell and transfer its Shares and to lose Investor loses its PSP Veto Rights under the foregoing provisions Section 6.04(b)(i) or clause (b) or (d) of this Article 5Section 6.07, and (b) thereafter, PSP (Investor effects one or the PSP Affiliate holding Units) more Transfers its Units to a Third Party as defined in and in accordance with this Agreement which results in 100% of the Partnership AgreementUnits acquired by Investor on the Effective Date being held by a Third Party, then in connection with such Transfer: (x) Pattern shall Transfer to such Third Party or its Affiliate a number of Shares (for a purchase price per Share equal to the Original Per Share Consideration) such that the Third Party or its Affiliate acquires a Share Interest equal to its (or its Affiliate’s) Unit Interest, and (y) such Third Party or its Affiliate acquiring Shares shall have all PSP Veto Rights Rights; provided, that Sections 6.04(b) and other rights of PSP hereunderSection 6.07(b)(2), mutatis mutandis. (6c)(2) Each and (d)(2) shall thereafter apply to such Third Party as if such Third Party were named in such Sections instead of the PSP Shareholder and the Pattern Shareholder hereby irrevocably constitutes and appoints the other as its true and lawful attorney and agent in the name of and on behalf of the PSP Shareholder or the Pattern Shareholder, as the case may be, to execute and deliver in the name of the PSP Shareholder or the Pattern Shareholder, as the case may be, all such assignments, transfers, deeds or instruments as may be necessary to effectively transfer and assign the Shares held by the PSP Shareholder or the Pattern Shareholder, as the case may be, to the other Shareholder or to a Third Party in accordance with Section 5.1 or this Section 5.4. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the dissolution, winding-up, bankruptcy or insolvency of the PSP Shareholder or the Pattern Shareholder, as the case may be, and each such Shareholder hereby ratifies and confirms and agrees to ratify and confirm all that the other Shareholder may lawfully do or cause to be done by virtue of the provisions hereof. Each Shareholder hereby irrevocably consents to the transfer of its Shares made pursuant to the provisions of this Article 5Investor. (7) The exercise of any rights or remedies, or loss of rights, pursuant to this Article 5 shall be subject to the terms of any Project Financing. If the consent of any lender or other party is required under any Project Financing as a condition to the exercise of any rights pursuant to this Article 5 or the transfer of any Shares pursuant to this Article 5, each Party shall use its commercially reasonable efforts to obtain such consent or approval promptly following the event giving rise to such rights.