Common use of Limitations on Assignment Clause in Contracts

Limitations on Assignment. of Project by Project Co (a) as security, substantially in a form approved by the Authority, acting reasonably, prior to its grant for any loan made to Project Co under any Senior Financing Agreement and provided the Senior Lenders enter into the Lenders’ Remedies Agreement; (b) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or‌ (c) otherwise: (1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion, and (2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed, provided that in the case of an assignment, transfer or disposal permitted by Sections 16.1(b), 16.1(b) or 16.1(c) above the assignee or transferee assumes all the obligations of Project Co under this Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.

Limitations on Assignment. of Project by Project Co (a) as security, substantially in a form approved by the Authority, acting reasonably, prior to its grant for any loan made to Project Co under any Senior Financing Agreement and provided the Senior Lenders enter into the Lenders’ Remedies Agreement; (b) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or‌or (c) otherwise: (1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion, ; and (2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed, provided that in the case of an assignment, transfer or disposal permitted by assignment under Sections 16.1(b), 16.1(b) or 16.1(c(c) above the assignee or transferee assumes all the obligations of Project Co under this Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.

Limitations on Assignment. of Project by Project CoCo‌ Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Project Contract except: (a) as security, substantially in a form approved by the Authority, acting reasonably, prior to its grant for any loan financing made to Project Co under any Senior Financing Agreement and provided the Senior Lenders enter into the Lenders’ Remedies Agreement; (b) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or‌Agreement;‌ (c) otherwise:otherwise:‌ (1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion, and (2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed, provided that in the case of an assignment, transfer or disposal permitted by Sections 16.1(b), 16.1(b16.1(c) or 16.1(c) above the assignee or transferee assumes all the obligations of Project Co under this Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.

Limitations on Assignment. of Project by Project Co (a) as security, substantially in a form approved by the Authority, acting reasonably, prior to its grant for any loan made to Project Co under any Senior Financing Agreement and provided the Senior Lenders enter into the Lenders’ Remedies Agreement; (b) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or‌; (c) [Intentionally Deleted]; or (d) otherwise: (1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion, and (2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed, provided that in the case of an assignment, transfer or disposal permitted by Sections 16.1(b), 16.1(b16.1(c) or 16.1(c16.1(d) above the assignee or transferee assumes all the obligations of Project Co under this Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.

Limitations on Assignment. of Project by Project Co (a) as security, substantially in a form approved by the AuthorityPUC, acting reasonably, prior to its grant for any loan made to Project Co under any Senior Financing Agreement and provided the Senior Lenders enter into the Lenders’ Remedies Agreement; (b) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or‌or (c) otherwise: (1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement Date, with the written consent of the AuthorityPUC, which may be given or withheld in the AuthorityPUC’s discretion, and (2) after the Transfer Restriction Date, with the written consent of the AuthorityPUC, which will not be unreasonably withheld or delayed, provided that in the case of an assignment, transfer or disposal permitted by Sections 16.1(b), assignment under 16.1(b) or 16.1(c) above the assignee or transferee assignee: (d) is not a Restricted Person; and (e) assumes all the obligations of Project Co under this Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.

Limitations on Assignment. of Project by Project Co (a) as security, substantially in a form approved by the Authority, acting reasonably, prior to its grant for any loan made to Project Co under any Senior Financing Agreement and provided the Senior Lenders enter Collateral Agent enters into the Lenders’ Remedies Agreement; (b) in connection with the exercise of rights of the Senior Lenders Collateral Agent under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or‌or (c) otherwise: (1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement System Completion Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion, ; and (2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed, provided that that, in the case of an assignment, transfer or disposal permitted by Sections 16.1(b), assignment under Section 16.1(b) or 16.1(c), the assignee: (d) above the assignee or transferee is not a Restricted Person; and (e) assumes all the obligations of Project Co under this Project Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.

Limitations on Assignment. of Project by Project Co (a) as security, substantially in a form approved by the Authority, acting reasonably, prior to its grant for any loan made to Project Co under any Senior Financing Agreement and provided the Senior Lenders enter into the Lenders’ Remedies Agreement; (b) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or‌or (c) otherwise: (1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion, and (2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed, provided that in the case of an assignment, transfer or disposal permitted by Sections 16.1(b), assignment under 16.1(b) or 16.1(c) above the assignee or transferee assumes all the obligations of Project Co under this Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.

Limitations on Assignment. of Project by Project Co (a) as security, substantially in a form approved by the Authority, acting reasonably, prior to its grant for any loan made to Project Co under any Senior Financing Agreement and provided the Indenture Trustee, on behalf of the Senior Lenders enter Lenders, enters into the Lenders’ Remedies Agreement; (b) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or‌ (c) otherwise: (1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion, and (2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed, provided that in the case of an assignment, transfer or disposal permitted by Sections 16.1(b), 16.1(b) or 16.1(c) above the assignee or transferee assumes all the obligations of Project Co under this Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.

Limitations on Assignment. of Project by Project Co (a) as security, substantially in a form approved by the Authority, acting reasonably, prior to its grant for any loan made to Project Co under any Senior Financing Agreement and provided the Senior Lenders enter into the Lenders’ Remedies Agreement; (b) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or‌or (c) otherwise: (1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion, and (2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed, provided that in the case of an assignment, transfer or disposal permitted by Sections 16.1(b), 16.1(b16.1(c) or 16.1(c) above the assignee or transferee assumes all the obligations of Project Co under this Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.

Limitations on Assignment. of Project by Project Co (a) as security, substantially in a form approved by the Authority, acting reasonably, prior to its grant for any loan made to Project Co under any Senior Financing Agreement and provided the Senior Lenders enter into the Lenders’ Remedies Agreement; (b) in connection with the exercise of rights of the Senior Lenders under the Senior Financing Agreements in accordance with the Lenders’ Remedies Agreement; or‌Agreement;‌ (c) [INTENTIONALLY DELETED]; or (d) otherwise: (1) prior to the day (the “Transfer Restriction Date”) that is one year after the Service Commencement Date, with the written consent of the Authority, which may be given or withheld in the Authority’s discretion, and (2) after the Transfer Restriction Date, with the written consent of the Authority, which will not be unreasonably withheld or delayed, provided that in the case of an assignment, transfer or disposal permitted by Sections 16.1(b), 16.1(b16.1(c) or 16.1(c16.1(d) above the assignee or transferee assumes all the obligations of Project Co under this Agreement. Notwithstanding any other provision of this Agreement, Project Co will not assign, transfer or otherwise dispose of any interest in this Agreement or a Material Contract to a Person who is a Restricted Person.