Common use of RESTRICTIONS ON TRANSFER OF LESSOR MEMBERSHIP INTEREST Clause in Contracts

RESTRICTIONS ON TRANSFER OF LESSOR MEMBERSHIP INTEREST. (a) The Owner Participant covenants and agrees that it shall not during the Facility Lease Term assign, convey or transfer any of its right, title or interest in the Lessor Membership Interest without the prior written consent of Xxxxx City and, so long as the Lien of the Lease Indenture has not been terminated or discharged, without the prior written consent of the Lease Indenture Trustee and the Security Agent; PROVIDED, HOWEVER, that the Owner Participant may assign, convey or transfer all or any part of its interest in the Lessor Membership Interest without such consent to a Person (the "TRANSFEREE") which shall assume the duties and obligations of the Owner Participant under the Operative Documents with respect to the interest being transferred pursuant to an Assignment and Assumption Agreement substantially in the form of EXHIBIT J hereto, if each of the following conditions shall have been satisfied:

RESTRICTIONS ON TRANSFER OF LESSOR MEMBERSHIP INTEREST. (a) The Owner Participant covenants and agrees that it shall not during the Facility Lease Term assign, convey or transfer any of its right, title or interest in the Lessor Membership Interest without the prior written consent of Xxxxx City and, so long as the Lien of the Lease Indenture has not been terminated or discharged, without the prior written consent of the Lease Indenture Trustee and the Security Agent; PROVIDEDprovided, HOWEVERhowever, that the Owner Participant may assign, convey or transfer all or any part of its interest in the Lessor Membership Interest without such consent to a Person (the "TRANSFEREETransferee") which shall assume the duties and obligations of the Owner Participant under the Operative Documents with respect to the interest being transferred pursuant to an Assignment and Assumption Agreement substantially in the form of EXHIBIT Exhibit J hereto, if each of the following conditions shall have been satisfied:

RESTRICTIONS ON TRANSFER OF LESSOR MEMBERSHIP INTEREST. (a) The Owner Participant covenants and agrees that it shall not during the Facility Lease Term assign, convey or transfer any of its right, title or interest in the Lessor Membership Interest without the prior written consent of Xxxxx City SEMA and, so long as the Lien of the Lease Indenture has not been terminated or discharged, without the prior written consent of the Lease Indenture Trustee and the Security AgentPass Through Trustee; PROVIDEDprovided, HOWEVERhowever, that the Owner Participant may assign, convey or transfer all or any part of its interest in the Lessor Membership Interest without such consent to a Person (the "TRANSFEREETransferee") which shall assume the duties and obligations of the Owner ---------- Participant under the Operative Documents with respect to the interest being transferred pursuant to an Assignment and Assumption Agreement substantially in the form of EXHIBIT J Exhibit HH hereto, if each of the following conditions shall have been satisfied:

RESTRICTIONS ON TRANSFER OF LESSOR MEMBERSHIP INTEREST. (a) The Owner Participant covenants and agrees that it shall not during the Facility Lease Term assign, convey or transfer any of its right, title or interest in the Lessor Membership Interest without the prior written consent of Xxxxx City and, so long as the Lien of the Lease Indenture has not been terminated or discharged, without the prior written consent of the Lease Indenture Trustee and the Security Agent; PROVIDED, HOWEVER, that the Owner Participant may assign, convey or transfer all or any part of its interest in the Lessor Membership Interest without such consent to a Person (the "TRANSFEREE") which shall assume the duties and obligations of the Owner Participant under the Operative Documents with respect to the interest being transferred pursuant to an Assignment and Assumption Agreement substantially in the form of EXHIBIT J T hereto, if each of the following conditions shall have been satisfied:

RESTRICTIONS ON TRANSFER OF LESSOR MEMBERSHIP INTEREST. (a) The Owner Participant covenants and agrees that it shall not during the Facility Lease Term assign, convey or transfer any of its right, title or interest in the Lessor Membership Interest without the prior written consent of Xxxxx City SEMA and, so long as the Lien of the Lease Indenture has not been terminated or discharged, without the prior written consent of the Lease Indenture Trustee and the Security AgentPass Through Trustee; PROVIDEDprovided, HOWEVERhowever, that the Owner Participant may assign, convey or transfer all or any part of its interest in the Lessor Membership Interest without such consent to a Person (the "TRANSFEREETransferee") which shall assume the duties and obligations of the Owner ----------- Participant under the Operative Documents with respect to the interest being transferred pursuant to an Assignment and Assumption Agreement substantially in the form of EXHIBIT J Exhibit HH hereto, if each of the following conditions shall have been satisfied: