Common use of 9Assignment Clause in Contracts

9Assignment. A. Lender may at any time grant to one or more banks or other financial institutions (each a “Participant”) participating interests in the Secured Obligations owing to Lender. No Participant shall have any rights or benefits under this Agreement or any other Loan Document. In the event of any such grant by Lender of a participating interest to a Participant, Lender shall remain responsible for the performance of its obligations hereunder, and Borrowers shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement. Any agreement pursuant to which Lender may grant such a participating interest shall provide that Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement. B. Without in any way limiting the provisions of Section 10.9(A), Lender shall have the right to sell, transfer or assign participating interests in the Secured Obligations or to sell, transfer or assign other direct or indirect interests in the Loan or the Loan Documents and in the obligations of Lender under this Agreement and the other Loan Documents, in such amounts as deemed appropriate by Lender to one or more Persons. Lender may sell, transfer or assign all its interest in the Loan and the Loan Documents, and in the obligations of Lender under this Agreement and the other Loan Documents, to one or more Persons. Upon an assignment of all or a portion of Lender’s direct interest in the Loan and Loan Documents, and an assumption by the assignee of Lender’s obligations hereunder with respect to the portion of the Loan so assigned, Lender shall be released from its obligations hereunder with respect to the assigned interest from and after the date of such assignment. C. Borrowers may not sell, assign or transfer any interest in the Loan Documents, any Collateral (except as otherwise expressly permitted in the Loan Documents), or any portion of either of the foregoing (including, without limitation, Borrowers’ rights, title, interests, remedies, powers and duties hereunder and thereunder) and any such purported sale, assignment or transfer shall be null and void. D. Notwithstanding anything to the contrary herein contained, Borrowers authorize Lender to disclose to any Participant or transferee of the Loan (each, a “Transferee”) and any prospective Transferee any and all financial and other information in Lender’s possession concerning any Borrower Control Person and its respective Affiliates, which has been delivered to Lender by or on behalf of any Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of any Borrower in connection with Lender’s credit evaluation of any Borrower Control Person and its respective Affiliates prior to becoming a party to this Agreement.

9Assignment. A. Lender may at any time grant to one Neither Party shall sell, transfer, assign, delegate, pledge, or more banks otherwise dispose of, whether voluntarily, involuntarily, by operation of law or other financial institutions (each a “Participant”) participating interests in the Secured Obligations owing to Lender. No Participant shall have any rights or benefits under otherwise, this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Loan Document. In Party, such consent not to be unreasonably withheld, conditioned, or delayed; provided, that either Party may make such a transfer or assignment without the event other Party’s consent (a) to its Affiliate, provided that if the entity to which this Agreement is assigned ceases to be an Affiliate of any such grant by Lender of a participating interest the assigning Party, this Agreement will be automatically assigned back to the assigning Party or its successor or (b) to a Participantsuccessor in interest by way of merger, Lender shall remain responsible for the performance consolidation, sale of its obligations hereunderstock, and Borrowers shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement. Any agreement pursuant to which Lender may grant such a participating interest shall provide that Lender shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement. B. Without in any way limiting the provisions of Section 10.9(A), Lender shall have the right to sell, transfer or assign participating interests in the Secured Obligations or to sell, transfer or assign other direct or indirect interests in the Loan or the Loan Documents and in the obligations of Lender under this Agreement and the other Loan Documents, in such amounts as deemed appropriate by Lender to one or more Persons. Lender may sell, transfer or assign all its interest in the Loan and the Loan Documents, and in the obligations of Lender under this Agreement and the other Loan Documents, to one or more Persons. Upon an assignment sale of all or a portion substantially all of Lender’s direct interest in the Loan and Loan Documents, and an assumption by the assignee of Lender’s obligations hereunder with respect its business to the portion of the Loan so assigned, Lender shall be released from its obligations hereunder with respect to the assigned interest from and after the date of such assignment. C. Borrowers may not sell, assign or transfer any interest in the Loan Documents, any Collateral (except as otherwise expressly permitted in the Loan Documents), or any portion of either of the foregoing (including, without limitation, Borrowers’ rights, title, interests, remedies, powers and duties hereunder and thereunder) and any such which this Agreement relates. Any purported sale, assignment or transfer delegation in violation of this Section 12.9 shall be null and void. D. Notwithstanding anything . All validly assigned and delegated rights and obligations of the Parties hereunder shall be binding upon and inure to the contrary herein containedbenefit of and be enforceable by and against the successors and permitted assigns of BicycleTx or Ionis, Borrowers authorize Lender to disclose to any Participant as the case may be. The permitted assignee or transferee shall assume all obligations of its assignor or transferor under this Agreement. Without limiting the generality of the Loan foregoing, the grant of rights set forth in this Agreement shall be binding upon any successor or permitted assignee of BicycleTx, and the obligations of Ionis (eachincluding all payment obligations) shall run in favor of any such successor or permitted assignee of BicycleTx’s benefits under this Agreement. Notwithstanding the foregoing, a “Transferee”) and any prospective Transferee any and all financial rights to Know-How, Patents, materials, and other information in Lenderintellectual property Controlled by a Third Party permitted assignee of a Party (or any of such Third Party’s possession concerning any Borrower Control Person and its respective Affiliates, which has been delivered affiliates immediately prior to Lender by or on behalf the closing of any Borrower pursuant to this Agreement or which has been delivered such assignment) immediately prior to such Lender by assignment shall be automatically excluded from the rights licensed or on behalf of any Borrower in connection with Lender’s credit evaluation of any Borrower Control Person and its respective Affiliates prior granted to becoming a party to the other Party under this Agreement.

9Assignment. A. Lender (a) Except as provided in this Section 19.9, no assignment or transfer by a Party of this Agreement or such Party’s rights or obligations hereunder shall be effective without the prior written consent of the other Party. (b) Notwithstanding Section 19.9(a), for the purpose of financing the Project, the Seller may, pursuant to the Financing Documents, assign to or create a security interest in favour of the Lenders in the Seller’s rights and interests under or pursuant to (i) this Agreement; (ii) any agreement or document included within or contemplated by the Project Agreements; (iii) the Complex; (iv) the Site; (v) the Seller’s present and future movable, immovable and intellectual property; (vi) the Seller’s present and future revenues or actionable claims, debts or any of the rights or assets of the Seller, including but not limited to all of the Seller’s receivables and claims therefor under this Agreement; (vii) any other of the Seller’s present and future rights, interest, property or assets of any kind and wherever situated; and (viii) the Site Lease, and any other lien or security interest permitted under Section 11.2 of the Implementation Agreement; provided that the requirements of such section are complied with in full. (c) The Lenders shall have the rights expressly granted in their favour in this Agreement and in any Direct Agreement concerning the Project between the Purchaser and the Lenders or the Agent. Except in respect of such rights, the Lenders shall not exercise any of the rights of the Seller hereunder assigned to them under the Financing Documents unless and until such time as the Agent elects that the Lenders or their designee shall succeed to the Seller's interest under this Agreement, whether by exercise of the rights or remedies of the Lenders under the Financing Documents or otherwise, in which case the Agent shall give notice to the Purchaser of the occurrence and continuance of an event of default under the Financing Documents and of such succession by the Lenders or their designee, as the case may be (the "Succession Notice"). As soon as practicable prior to the delivery of any such Succession Notice, the Agent shall notify the Purchaser of the preliminary intent of the Lenders or their designee to succeed to such interest, which notice shall not be binding upon the Lenders or their designee and shall not constitute a Succession Notice. Within twenty five (25) Days after delivery of such preliminary notice, the Purchaser shall notify the Agent of all Seller Events of Default (or events that with delivery of notice and the passage of time would become Seller Events of Default) which are, or after delivery of a Succession Notice would be, required to be cured by the Lenders or their designee in accordance with this Section 19.9(c). Such notice by the Purchaser to the Agent shall state (A) all amounts due to the Purchaser under this Agreement as at the date of such notice, (B) all amounts which may become due to the Purchaser under this Agreement as at the date of such notice and the events which have occurred under this Agreement and giving rise to such amounts, (C) all amounts claimed by the Purchaser under this Agreement as at the date of such notice which are then in dispute with the Seller, and (D) any additional amounts (contingent or otherwise) accruing as at the date of such notice under this Agreement until paid to the Purchaser and the events which have occurred under this Agreement giving rise to such amounts, together with formulae for determining such amounts. Such notice by the Purchaser to the Agent may be updated by the Purchaser to re-quantify such amounts and/or identify any additional events and the amounts related thereto by written notice to the Agent at any time prior to succession by the Lenders or their designee to the Seller's interest under this Agreement. (d) Subject to Section 19.9(c) and (e), upon delivery of notice by the Agent to the Purchaser of the occurrence and continuance of an event of default under the Financing Documents, the Lenders or their designee shall have the right, among others, to (A) take possession of the Complex and, prior to the Commercial Operations Date, complete construction of the Complex and after the Commercial Operations Date, operate and maintain the same and (B) cure any continuing Seller Event of Default as provided under Section 16.5 of this Agreement. Subject to this Section 19.9(d) and Section 19.9(e), with effect from the delivery to the Purchaser of a Succession Notice until the delivery of a notice terminating the Lenders' (or their designee's) obligations pursuant to Section 19.9(g), the Lenders (or their designee, as the case may be) shall assume and enjoy the rights, powers and privileges and, subject to Section 19.9(h), shall become jointly and severally liable with the Seller to perform and discharge the obligations, liabilities and duties of the Seller under this Agreement and the Purchaser shall perform and discharge the obligations, liabilities and duties of the Purchaser under this Agreement as if the Lenders (or their designee) were an original party to this Agreement on a joint and several basis with the Seller from the date of execution thereof; provided that during any such period, all notices, demands and other communications delivered to or made on the Purchaser in exercising the Seller's rights under this Agreement shall only be delivered or made by the designee (as identified by the Agent in the Succession Notice) or the Agent (if a designee has not been so identified). Notwithstanding the foregoing the Lenders (or their designee) shall have no obligation to cure any Seller Event of Default that is not capable of being cured, including, but not limited to, a default under Sections 16.1(d), Section 16.1(e) or Section 16.1(f) and no right will exist for the Purchaser to terminate this Agreement based upon such Seller Events of Default occurring prior to the Succession Notice. (e) Upon succession by the Lenders or their designee to the Seller's interest under this Agreement in accordance with Section 19.9(c), the Lenders or such designee, as applicable, shall settle all amounts due and payable by the Seller (if any) and shall cure all defaults by the Seller under this Agreement within the Extended Cure Period (other than those that are not required to be cured pursuant to Section 19.9(d) and other than damages, liabilities and penalties incurred by the Seller under Article XI, except for damages, liabilities or penalties arising while the Lenders or such designee, pursuant to the rights and remedies of the Lenders under the Financing Documents, have assumed control of the Complex, and then only to the extent that the general liability insurance naming the Purchaser as an additional insured is not in effect) arising during the period prior to the Lenders' or their designee's succession to the Seller's interest under this Agreement and that were notified by the Purchaser to the Agent in writing on or before the delivery of such Succession Notice in accordance with Section 19.9(c); provided, however, that the aggregate liability of the Lenders or their designee, as the case may be, shall strictly be limited to the Lenders' or their designee's interest in the Complex, and; provided, further, that the Lenders or their designee, as the case may be, shall have no liability for breaches of the Seller arising prior to the delivery of a Succession Notice other than to cure the breaches notified by the Purchaser pursuant to Section 19.9(c), and the liability of the Lenders or their designee to the Purchaser in respect of all liabilities of the Seller under or relating to this Agreement prior to the delivery of a Succession Notice shall not exceed the total amount specified by the Purchaser in the latest notice delivered by it in accordance with Section 19.9(c), as such amount may be adjusted in accordance with the formulae specified in such notice. (f) Except as otherwise set forth in this Section 19.9, neither the Lenders, the Agent nor the Lenders' designee shall be liable for the performance or observance of any of the obligations or duties of the Seller under this Agreement, nor shall the assignment by the Seller of this Agreement to the Lenders pursuant to Section 19.9 give rise to any duties or obligations whatsoever on the part of any of the Lenders or their designee owing to the Purchaser. (g) The Lenders or their designee may at any time grant to one following the delivery of a Succession Notice give the Purchaser notice terminating the Lenders' or more banks or other financial institutions (each a “Participant”) participating interests in the Secured Obligations owing to Lender. No Participant shall have any their designee's obligations and rights or benefits under this Agreement (without affecting the continuation of the Seller's obligations towards the Purchaser thereunder). Such notice shall designate a date on which such obligations and rights will terminate and on and after such nominated date the Lenders or their designee shall be released from all obligations and liabilities under this Agreement (other than those obligations and liabilities which have arisen under this Agreement prior to such nominated date). Upon such nominated date, subject to the expiration of the applicable cure period provided in Section 16.5, the Purchaser may exercise without restriction all of its rights under this Agreement. (h) Without the requirement of obtaining any further consent from the Purchaser, upon the exercise by the Lenders or their designee of any of the remedies set forth in the Financing Documents, the Lenders may assign or transfer by novation their rights and interests and the rights of the Seller under this Agreement to any Transferee (hereinafter defined) so long as such Transferee shall assume in writing for the benefit of the Purchaser all of the obligations of the Seller under this Agreement, provided that the Transferee shall not be liable for any outstanding obligations under this Agreement which were not disclosed by the Purchaser to the Lenders or the Agent in accordance with Section 19.9(c) nor have any obligation to cure any Seller Event of Default that is not capable of being cured. Upon such assignment and assumption, the Lenders and their designee shall be relieved of all obligations under this Agreement arising after such assignment and assumption. (i) Upon notice to the Purchaser from the Agent of the Lenders' assignment or transfer by novation to a Transferee, as set out in Section 19.9(h) above, the Purchaser shall effect the transfer of the Seller's rights and obligations under this Agreement to a Transferee. (j) As used herein, a "Transferee" shall be a person who (i) either is an experienced power plant operator or shall have agreed to engage the services of a person who is an experienced power plant operator, (ii) shall have paid all amounts, if any, then due and payable to the Purchaser under this Agreement, (iii) shall have expressly assumed in writing for the benefit of the Purchaser the obligations of the Seller under this Agreement including (but not limited to) the obligation of the Seller to maintain and operate the Complex in accordance with the requirements of this Agreement, (iv) has not been objected to by the GOP (in a written notice delivered by the GOP to the Lenders not later than ten (10) Days after the Lenders have delivered notice identifying the Transferee to the GOP) on the basis that a majority of the capital of the Transferee is held or controlled by persons of a nationality that the GOP reasonably considers to be prejudicial to the national security of Pakistan and (v) is a corporate body established in Pakistan. (k) With respect to all Seller Consents issued by the Purchaser or any other Loan Document. In Relevant Authority to the event of any such grant by Lender of a participating interest to a ParticipantSeller, Lender the Purchaser shall remain responsible for the performance of its obligations hereundernot, and Borrowers the Purchaser shall continue ensure that no Relevant Authority shall, exercise any power under Section 5.2 of the Implementation Agreement unless the Lenders shall have first been given written notice of such failure (which notice shall specify, in reasonable detail, the nature of such failure) and the Lenders or their designee are given the opportunity and fail within a reasonable period of time after receipt of such notice to deal solely and directly with Lender so rectify, remedy or cure such failure, which period shall not in any event exceed the cure period provided to the Seller or to the Contractors, as the case may be, under Section 5.2 of the Implementation Agreement. The Purchaser shall ensure that, in connection with Lenderany transfer or sale of the Complex or the shares of the Seller to the Lenders or their designee, as applicable, to any Transferee, each Seller Consent issued by the Purchaser or any Relevant Authority shall be transferred or, if unable to be transferred for any reason, shall be re-issued in the same form to the Lenders, or their designee or the Transferee, as applicable. The Purchaser shall ensure that such transfer or re-issuance is made within the period of time, if any, prescribed by applicable Laws of Pakistan as applied in a non-discriminatory manner pursuant to Section 12.1 of the Implementation Agreement and, in any event, within one hundred and eighty (180) Days after the date of proper and complete application therefor. Provided that the Seller shall have requested in writing from a Relevant Authority its consent to any security interest in any Seller Consent granted or to be granted by such Relevant Authority to the Lenders or the Agent and shall have diligently pursued obtaining the consent of such Relevant Authority to such security interest, the Purchaser hereby covenants and shall procure, or cause to be procured, that such Relevant Authority consents to the grant by the Seller to the Lenders or the Agent of a security interest in any such Seller Consent to the extent that such Consent is assignable to the Lenders or the Agent by way of security, and such security interest is available, under the Laws of Pakistan. (l) Upon notice to the Purchaser of a default under the Financing Documents, the Purchaser shall, at the request and expense of the Lenders or the Agent, cooperate with the Lenders in the exercise of such rights by the Lenders under this Agreement and the Financing Documents. (m) At the request of the Seller, delivered to the Purchaser no less than thirty (30) Days in advance, the Purchaser shall execute and deliver, effective at the Financial Closing, acknowledgements to the Lenders with respect to any assignment granted to the Lenders pursuant to this Section 19.9 and the rights of such parties in and to this Agreement, as the Lenders may reasonably request in accordance with customary practices in transactions of this nature. (n) Notwithstanding the above, the Purchaser shall have the right to assign all or any part of this Agreement to any entity or entities assuming all or part of the Purchaser’s rights and obligations under this Agreement. Any agreement pursuant to which Lender may grant ; provided, however, that the GOP without interruption guarantees the performance of the succeeding entity or entities on the same terms and conditions as the Guarantee or such a participating interest shall provide that Lender shall retain the sole right and responsibility to enforce other commercial security is provided for the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification succeeding entity or waiver of any provision of this Agreement. B. Without in any way limiting the provisions of Section 10.9(A), Lender shall have the right to sell, transfer or assign participating interests entities that in the Secured Obligations reasonable business judgment of the Seller provides an adequate alternative to the Guarantee and all or to sell, transfer or assign other direct or indirect interests in any part of the Loan or the Loan Documents Purchaser’s rights and in the obligations of Lender under this Agreement are assigned pursuant to law to or contractually assumed, through a novation, by such entities, each of which has the appropriate legal capacity to carry out and the other Loan Documents, in perform such amounts as deemed appropriate rights and obligations assigned to or assumed by Lender to one or more Persons. Lender may sell, transfer or assign all its interest in the Loan and the Loan Documents, and in the obligations of Lender under this Agreement and the other Loan Documents, to one or more Persons. Upon an assignment of all or a portion of Lender’s direct interest in the Loan and Loan Documents, and an assumption it. (o) If so requested by the assignee of Lender’s obligations hereunder Lenders, The Purchaser shall enter into a EPA Direct Agreement with respect the Lenders prior to the portion of the Loan so assigned, Lender shall be released from its obligations hereunder with respect to the assigned interest from and after the date of such assignment. C. Borrowers may not sell, assign or transfer any interest in the Loan Documents, any Collateral (except as otherwise expressly permitted in the Loan Documents), or any portion of either of the foregoing (including, without limitation, Borrowers’ rights, title, interests, remedies, powers and duties hereunder and thereunder) and any such purported sale, assignment or transfer shall be null and void. D. Notwithstanding anything to the contrary herein contained, Borrowers authorize Lender to disclose to any Participant or transferee of the Loan (each, a “Transferee”) and any prospective Transferee any and all financial and other information in Lender’s possession concerning any Borrower Control Person and its respective Affiliates, which has been delivered to Lender by or on behalf of any Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of any Borrower Financial Closing in connection with Lender’s credit evaluation the debt financing of any Borrower Control Person and its respective Affiliates prior to becoming a party to this Agreementthe Project.