Common use of Consent to Assignment Clause in Contracts

Consent to Assignment. (a) The Consenting Party hereby irrevocably consents to the pledge, hypothecation and assignment by each Assignor to the Collateral Agent for the benefit of the Secured Parties of, and the grant by each Assignor to the Collateral Agent for the benefit of the Secured Parties of a lien on and security interest in, all of such Assignor’s right, title and interest in, to and under the Assigned Agreement as collateral security for the Secured Obligations and any subsequent assignments by the Collateral Agent upon and after the exercise by the Collateral Agent of the Collateral Agent’s rights and enforcement of its remedies under the Financing Documents and the Security Documents, at law, in equity or otherwise. (b) Each Assignor agrees that it shall remain liable to the Consenting Party for all obligations of such Assignor under the Assigned Agreement. The Consenting Party agrees that (i) except as otherwise provided herein or in the Assigned Agreement, it shall look only to the applicable Assignor for the performance of such obligations and (ii) it shall be and remain obligated to each Assignor (or, to the extent that it may have exercised its rights and remedies as contemplated herein, the Collateral Agent) to perform all of the Consenting Party’s obligations under the Assigned Agreement in accordance with its terms; provided that the Consenting Party’s obligations under the Assigned Agreement shall in all cases be subject to the Consenting Party’s rights and defenses under the Assigned Agreement, except to the extent expressly modified by this Agreement. (c) The Consenting Party acknowledges and agrees, notwithstanding anything to the contrary contained in the Assigned Agreement, that none of the following shall constitute a default by any Assignor under the Assigned Agreement or shall result in a termination thereof: (i) the collateral assignment of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; (ii) the ownership, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation of the Project by the Collateral Agent (or its designee) following notice to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; (iii) foreclosure or any other enforcement by the Collateral Agent (or its designee) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the Security

Consent to Assignment. (a) The Consenting Notwithstanding Section 7 of this Agreement, Party A hereby irrevocably acknowledges and consents to the pledgeassignment of this Agreement, hypothecation and assignment by each Assignor to the Collateral Agent solely for security purposes for the benefit of the Secured Parties ofNoteholders, and the grant by each Assignor Party B to the Collateral Agent for Indenture Trustee under the benefit 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 Secured Parties of a lien on and security interest inNoteholders, all of such Assignor’s right, title and interest in, shall have the right to and under the Assigned Agreement as collateral security for the Secured Obligations and any subsequent assignments by the Collateral Agent upon and after the exercise by the Collateral Agent of the Collateral Agent’s rights and enforcement of its remedies under the Financing Documents and the Security Documents, at law, in equity or otherwise. (b) Each Assignor agrees that it shall remain liable to the Consenting Party for all obligations of such Assignor under the Assigned Agreement. The Consenting Party agrees that (i) except as otherwise provided herein or in the Assigned enforce this Agreement, it shall look only to including the applicable Assignor for the performance terms of such obligations and (ii) it Part 1(h), 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 remain obligated delivered to each Assignor (or, to the extent that it may have exercised its rights and remedies as contemplated herein, the Collateral Agent) to perform all of the Consenting Party’s obligations under the Assigned Agreement Party A in accordance with its terms; provided that Section 12 hereof. Party A shall be entitled to assume the Consenting Partyauthenticity of any such notice or communication 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, costs, claims or liabilities arising from Party A’s reliance on any such notice or communication and Party A shall be released from any further obligations under the Assigned Agreement shall in all cases be subject to Party B with respect to the Consenting Party’s rights and defenses under the Assigned Agreement, except transferred to the extent expressly modified by this Agreement. Indenture Trustee (c) The Consenting for so long as Party acknowledges and agrees, notwithstanding anything A has fulfilled its obligations hereunder to the Indenture Trustee). Notwithstanding any provision to the contrary contained herein, the parties acknowledge that the indemnity contained in the Assigned Agreement, that none this Part 5(j) shall be considered an accrued and unpaid expense of the following Trust (reimbursable to Party A) (which expense shall constitute be payable with Interest Proceeds under Article V of the Indenture and not as a default by any Assignor payment due to a Swap Provider under the Assigned Agreement or shall result Swap Agreement) and is only due to the extent funds are available for the payment thereof in a termination thereof: (i) accordance with the collateral assignment priority of payments described in Article VIII of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; (ii) the ownership, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation of the Project by the Collateral Agent (or its designee) following notice to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; (iii) foreclosure or any other enforcement by the Collateral Agent (or its designee) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the SecurityIndenture.

Consent to Assignment. (a) The Consenting Party hereby irrevocably PEPCO acknowledges notice and receipt of, and consents upon the terms and conditions herein set forth (i) to the pledge, hypothecation and assignment by each Assignor to the Collateral Agent Security Agent, for the benefit of the Secured Parties ofOwner Trustee, the LOC Issuer, and the grant by each Assignor to the Collateral Agent for the benefit Owner Participant of the Secured Parties of a lien on and security interest in, all of such Assignor’s Partnership's right, title and interest in, to and under the Assigned Agreement as collateral security for pursuant to the Secured Obligations and any subsequent assignments by the Collateral Agent upon and after the exercise by the Collateral Agent of the Collateral Agent’s rights and enforcement of its remedies under the Financing Documents Assignment and the Security DocumentsAgreement, at law(ii) upon execution and delivery of the Facility Lease, in equity or otherwise. (b) Each Assignor agrees that it shall remain liable to the Consenting Party assignment of such right, title and interest to the Owner Trustee pursuant to the Present Assignment (the "Assigned Interest"), (iii) to the collateral assignment by the Owner Trustee of all its right, title and interest in and to the Assigned Interest to the Indenture Trustee pursuant to the Indenture, and (iv) to the assignment to the Security Agent, for all the benefit of the Owner Trustee, the LOC Issuer and the Owner Participant (and by collateral assignment, to the Indenture Trustee), each of the General Partner's and the Limited Partner's right, title and interest in, to and under its partnership interest and the Transfer Agreement pursuant to the Pledge Agreements. Notwithstanding the provisions of the Security Agreement and the Present Assignment, except as provided in the following two sentences, neither the Security Agent, the Owner Trustee, the Indenture Trustee nor any of the other Collateral Security Parties shall succeed to the rights, title, interest and obligations of such Assignor under the Assigned Agreement. The Consenting Party agrees that (i) except Partnership under, or be substituted for the Partnership as otherwise provided herein or in a party to, the Assigned Agreement, unless and until such succession and substitution have been made in accordance with the provisions of Section 1.2(a) hereof, it being understood that if the Owner Trustee shall look only exercise any right to act as "Seller" under the applicable Assignor for the performance of such obligations and (ii) Assigned Agreement it shall be and remain obligated to each Assignor (or, subject to the extent provisions of said Section 1.2(a) hereof. PEPCO acknowledges and agrees that it may have exercised its rights upon the occurrence of a Lease Event of Default under the Facility Lease and remedies as contemplated hereinduring the continuation thereof, and subject to prior notice by a Collateral Security Party to PEPCO, the Collateral Agent) Security Agent shall be entitled to perform make all demands, give all notices, take all actions and exercise all rights of the Consenting Party’s obligations Partnership under the Assigned Agreement in accordance with its terms; the terms of the Assigned Agreement, provided that the Consenting Party’s obligations any assignment of rights under the Assigned Agreement shall in all cases also be subject to Section 1.2(a) of this Consent. The Partnership agrees that PEPCO is authorized to act in accordance with the Consenting Security Agent's exercise of the Partnership's rights in accordance with this Section 1.1, upon PEPCO's receipt of notice from a Collateral Security Party’s rights , and defenses under the Assigned Agreement, except that PEPCO shall bear no liability to the extent expressly modified by this AgreementPartnership in connection therewith. (cb) The Consenting Party acknowledges PEPCO's acknowledgement and agrees, notwithstanding anything consent in Section 1.1(a) hereof are limited to (i) the assignment to the contrary contained in the Assigned Agreement, that none Security Agent of the following shall constitute a default by any Assignor Partnership's right, title and interest in, to and under the Assigned Agreement or shall result in a termination thereof: pursuant to the Security Agreement and the assignment by the Partnership of such right, title and interest to the Owner Trustee pursuant to the Present Assignment, (iii) the collateral assignment of the Assigned Transfer Agreement as described in Section 2(a) (Consent to Assignment) above; (ii) and the ownership, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation partnership interests of the Project by General Partner and the Collateral Agent (or its designee) following notice Limited Partner to the Consenting Party of Security Agent pursuant to the foreclosure of the Collateral Agent’s security interest; Pledge Agreements, and (iii) foreclosure the collateral assignment by the Owner Trustee to the Indenture Trustee pursuant to the Indenture of all the Owner Trustee's right, title and interest in the Assigned Agreement, the Transfer Agreement and such partnership interests, and are not applicable to any other Project Document or to any other Financing Document or any action taken pursuant to any other enforcement by the Collateral Agent Financing Document. By entering into this Consent, PEPCO is not waiving (or its designeeand hereby expressly reserves) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the Securityto consent to or otherwise approve any other assignment beyond those explicitly listed in this Section 1.1(b).

Consent to Assignment. (a) The Consenting Party hereby irrevocably consents to the pledge, hypothecation and assignment by each Assignor to the Collateral Agent for the benefit of the Secured Parties of, and the grant by each Assignor to the Collateral Agent for the benefit of the Secured Parties of a lien on and security interest in, all of such Assignor’s right, title and interest in, to and under the Assigned Agreement as collateral security for the Secured Obligations and any subsequent assignments by the Collateral Agent upon and after the exercise by the Collateral Agent of the Collateral Agent’s rights and enforcement of its remedies under the Financing Documents and the Security Documents, at law, in equity or otherwise. (b) Each Assignor agrees that it shall remain liable to the Consenting Party for all obligations of such Assignor under the Assigned Agreement. The Consenting Party agrees that (i) except as otherwise provided herein or in the Assigned Agreement, it shall look only to the applicable Assignor for the performance of such obligations and (ii) it shall be and remain obligated to each Assignor (or, to the extent that it may have exercised its rights and remedies as contemplated herein, the Collateral Agent) to perform all of the Consenting Party’s obligations under the Assigned Agreement in accordance with its terms; provided that the Consenting Party’s obligations under the Assigned Agreement shall in all cases be subject to the Consenting Party’s rights and defenses under the Assigned Agreement, except to the extent expressly modified by this Agreement. (c) The Consenting Party acknowledges and agrees, notwithstanding anything to the contrary contained in the Assigned Agreement, that none of the following shall constitute a default by any Assignor under the Assigned Agreement or shall result in a termination thereof: (i) the collateral assignment of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; (ii) the ownership, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation of the Project by the Collateral Agent (or its designee) following notice to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; (iii) foreclosure or any other enforcement by the Collateral Agent (or its designee) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the Securityand

Consent to Assignment. Architect hereby consents to and agrees to be bound by all the provisions of that certain Assignment of Contracts (the "Assignment") by and between Owner and Developer, dated of even date with the Development Agreement, the provisions of which are hereby incorporated fully by reference. Architect acknowledges that the Assignment shall not, in the absence of an affirmative assumption in writing by Owner of Developer's obligations thereunder, be deemed to impose any liability or obligation upon Owner and Architect further agrees that: (a) The Consenting Party hereby irrevocably consents Architect shall give written notice to Owner of any default of Developer under the Contract at least 30 days prior to suspending or terminating its obligations under the Contract, (b) Architect shall, at the request of Owner and without regard to any prior default of Developer under the Contract, continue to perform under the terms of the Contract if Owner undertakes to complete or cause the completion of the Project, provided that Owner compensates Architect pursuant to the pledge, hypothecation and assignment by each Assignor to the Collateral Agent Contract for the benefit of services rendered by Architect from and after the Secured Parties ofdate on which Owner undertakes to complete the Project, (c) Owner shall have the right to use all plans, specifications and drawings for the Project prepared by or for Architect or by and for any architects or engineers or contractors for the Project, and the grant by each Assignor ideas, designs and concepts contained therein, in connection with such completion without payment of any additional fees or charges to the Collateral Agent Architect for the benefit such use, and (d) during and/or upon completion of the Secured Parties of a lien on and security interest inProject, all of Architect shall execute such Assignor’s right, title and interest in, certificates or other acknowledgements as Owner may reasonably request to and under evidence (including the Assigned Agreement Architect's Completion Certificate attached hereto as collateral security for the Secured Obligations and any subsequent assignments by the Collateral Agent upon and after the exercise by the Collateral Agent of the Collateral Agent’s rights and enforcement of its remedies under the Financing Documents and the Security Documents, at law, in equity or otherwise. (bExhibit 2) Each Assignor agrees that it shall remain liable to the Consenting Party for all obligations of such Assignor under the Assigned Agreement. The Consenting Party agrees that (i) except as otherwise provided herein that Architect has prepared or in the Assigned Agreement, it shall look only to the applicable Assignor approved certain --------- plans and specifications for the performance of such obligations and Project, (ii) it shall be that such plans and remain obligated specifications have not been modified or amended except as set forth therein, (iii) that the Project has been constructed to each Assignor (or, to the extent that it may have exercised its rights and remedies as contemplated herein, the Collateral Agent) to perform all of the Consenting Party’s obligations under the Assigned Agreement date in accordance with its terms; provided that such plans and specifications prepared by or approved by Architect, without any material deviation and/or (iv) the Consenting Party’s obligations under Architect's estimate of the Assigned Agreement shall time and cost necessary to complete the project in all cases be subject to accordance with such plans and specifications and whether the Consenting Party’s rights and defenses under the Assigned Agreement, except to the extent expressly modified by this Agreement. Approved Budget (c) The Consenting Party acknowledges and agrees, notwithstanding anything to the contrary contained as defined in the Assigned Development Agreement) is an accurate reflection of such costs, that none of whether the following shall constitute a default by any Assignor under amounts remaining to be advanced from the Assigned Agreement or shall result in a termination thereof: (i) Approved Budget will be sufficient to complete the collateral assignment of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; (ii) the ownershipProject, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation of whether the Project by can be completed within the Collateral Agent (or its designee) following notice to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; (iii) foreclosure or any other enforcement by the Collateral Agent (or its designee) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the Securitytime period originally estimated.

Consent to Assignment. (a) The Consenting Party hereby irrevocably consents to the pledge, hypothecation and assignment by each Assignor to the Collateral Agent for the benefit of the Secured Parties of, and the grant by each Assignor to the Collateral Agent for the benefit of the Secured Parties of a lien on and security interest in, all of such Assignor’s right, title and interest in, to and under the Assigned Agreement Except as collateral security for the Secured Obligations and any subsequent assignments by the Collateral Agent upon and after the exercise by the Collateral Agent of the Collateral Agent’s rights and enforcement of its remedies under the Financing Documents and the Security Documents, at law, expressly set forth in equity or otherwise. (b) Each Assignor agrees that it shall remain liable to the Consenting Party for all obligations of such Assignor under the Assigned Agreement. The Consenting Party agrees that (i) except as otherwise provided herein or in the Assigned Agreement, it shall look only to the applicable Assignor for the performance of such obligations and (ii) it shall be and remain obligated to each Assignor (orSection 7.23, to the extent that it the sale, conveyance, assignment or transfer or attempted sale, conveyance, assignment or transfer to Purchaser or its Affiliates of any Transferred Asset is prohibited by or would contravene any applicable Law or would require any Consent of any Governmental Authority or other third party and such Consents shall not have been obtained at or prior to the Closing, this Agreement shall not constitute a sale, conveyance, assignment or transfer, or an attempted sale, conveyance, assignment or transfer of such Transferred Asset, as the case may have exercised its rights and remedies as contemplated hereinbe (any such Transferred Asset, the Collateral Agent) a “Delayed Transferred Asset”). Other than with respect to perform all of the Consenting Party’s obligations Consents under the Assigned Antitrust Laws and Environmental Permits, which are the subject of Section 7.01, or with respect to Section 7.23, during the period commencing on the date of this Agreement in accordance with its terms; and continuing until twelve (12) months after the Closing Date (a) each party shall use commercially reasonable efforts to provide or cause to be provided that the Consenting Party’s obligations under the Assigned Agreement shall in all cases be subject to the Consenting Party’s rights other party such assistance as such other party reasonably requests in connection with securing such Consents and defenses under the Assigned Agreement, except (b) if any such Consents are not secured at or prior to the extent expressly modified by this Agreement. (c) The Consenting Party acknowledges and agreesClosing, notwithstanding anything to until the contrary contained in the Assigned Agreement, that none earliest of the following shall constitute a default by any Assignor under the Assigned Agreement or shall result in a termination thereof: (i) the collateral assignment of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; obtaining such Consent, (ii) the ownershipexpiration of such twelve (12) month period and (iii) in the case of a Transferred Contract, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation the expiration of the Project term of such Transferred Contract (giving effect to any extensions or renewals thereof following the Closing as requested by Purchaser, but not beyond such twelve (12) month period), as applicable, the Collateral Agent parties shall use their respective commercially reasonable efforts to cooperate in any reasonable arrangement (any such arrangement complying with this Section 2.04, a “Delayed Transferred Asset Arrangement”) proposed by Purchaser that is permitted by Law and any relevant Governmental Authority having a Consent over such arrangement under which Purchaser or its designated Affiliate shall obtain the rights and benefits (as determined on an after-tax basis taking into account solely items related to such Delayed Transferred Asset Arrangement) and bear the burdens and obligations of ownership of any such Delayed Transferred Asset such that the parties would be placed in a substantially similar position as if such Delayed Transferred Asset had been conveyed at the Closing; provided that no member of the Seller Group shall be required to (w) pay any consideration therefor, (x) commence, defend or participate in any Action, (y) offer or grant any accommodation (financial or otherwise) to any third party in connection therewith or (z) unreasonably interfere with any customer relationship of the Seller or any of its Affiliates; provided, further, that Purchaser shall indemnify and hold harmless each member of the Seller Group, their Affiliates and their respective Representatives from and against any and all Losses arising out of or relating to any Delayed Transferred Asset held by such Person for the benefit of Purchaser or its Affiliates pursuant to and arising during the term (including any requested extension or renewal term) of any related Delayed Transferred Asset Arrangement. In furtherance of the foregoing, (1) Purchaser shall, or shall cause a designee to, promptly pay, perform or discharge when due any Liability arising under any Delayed Transferred Asset from and after the Closing Date in accordance with any such Delayed Transferred Asset Arrangement, and (2) the Seller shall hold in trust for and pay to Purchaser (or its designee) following notice all income, proceeds and other consideration received by the Seller or any Selling Entity to the Consenting Party of extent related to such Delayed Transferred Asset in connection with any such Delayed Transferred Asset Arrangement. If any such Consent is obtained after the foreclosure of Closing and prior to the Collateral Agent’s security interest; twelve (iii12) foreclosure month period, the Seller shall transfer, assign and deliver (or any other enforcement by the Collateral Agent cause to be transferred, assigned and delivered) such Delayed Transferred Asset to Purchaser (or its designee) ofat no additional cost to Purchaser promptly thereafter, and Purchaser shall assume the Liabilities arising from or related to such Delayed Transferred Asset assigned to Purchaser from and after the exercise Closing Date pursuant to such instruments as the parties reasonably deem necessary to effect the transfer and assumption (which the parties will prepare, execute and deliver in good faith at the time of such transfer). Subject to the Seller’s compliance with their obligations under this Section 2.04, Purchaser further agrees that no representation, warranty or covenant of the Seller contained in this Agreement shall be breached or deemed breached, and no condition to Purchaser’s obligations to close the Transactions shall be deemed not satisfied as a result, in and of itself, of (A) the failure to obtain any such Consent or as a result of any resulting default or termination or (B) any Action commenced or threatened by or on behalf of any Person arising out of or relating to the Collateral Agent (failure to obtain any Consent or its designee) of its rights under, the Securityany resulting default or termination.

Consent to Assignment. (a) The Consenting Party hereby irrevocably consents Notwithstanding anything in this Agreement to the pledgecontrary, hypothecation but subject to Section 5.5 and assignment by each Assignor Section 5.6, this Agreement shall not constitute an agreement to sell, assign, transfer or convey any Transferred Asset or any claim, right or benefit thereunder or arising therefrom (collectively, the “Interests”), if an attempted sale, assignment, transfer or conveyance of such Interest would constitute a breach or a violation of any applicable Law, or would adversely affect the rights of the Purchaser or its Affiliates thereunder or, with respect to Contracts not exclusively relating to the Collateral Agent Business, the Seller and its Affiliates thereunder, or if such Interest cannot be sold, assigned, transferred or conveyed without any third-party consent that has not been obtained by (or does not remain in full force and effect at) the Applicable Closing (any such Interest, an “Excluded Interest”), unless and until (i) such Excluded Interest can be sold, assigned, transferred or conveyed in accordance with Section 1.2(a) without such a breach, violation of Law or adverse effect on the Seller’s or the Purchaser’s rights thereunder or (ii) such third-party consent is obtained, at which time (with respect to any Excluded Interest, the “Excluded Interest Transfer Time”), in the case of clauses (i) and (ii), such Excluded Interest and any related Assumed Liability shall be deemed to be sold, assigned, transferred or conveyed in accordance with Section 1.2(a) and assumed in accordance with Section 1.4(a) and shall cease to be an Excluded Interest. (b) During the twelve (12) months following the Applicable Closing Date, to the extent and during the period any Interest remains an Excluded Interest and without further consideration (i)(x) the parties shall, and shall cause their respective Affiliates to, use their commercially reasonable efforts to cooperate in any reasonable and lawful arrangements (including by establishing agency type or other similar arrangements or establishing subcontracting, sublicensing or subleasing arrangements) reasonably satisfactory to both parties to provide the benefits and use of such Excluded Interest in all material respects to the Purchaser or its designee, and (y) to the extent permitted by Law, the Seller shall, and shall cause its Affiliates to, exercise, enforce and exploit, only at the direction of and for the benefit of the Secured Parties ofPurchaser, any and the grant by each Assignor to the Collateral Agent for the all claim, right or benefit of the Secured Parties of a lien on and security interest inSeller or its Affiliates arising in connection with such Excluded Interest, all of such Assignor’s right, title and interest in, to and under the Assigned Agreement as collateral security for the Secured Obligations and any subsequent assignments by the Collateral Agent upon and after the exercise by the Collateral Agent of the Collateral Agent’s rights and enforcement of its remedies under the Financing Documents and the Security Documents, at law, in equity or otherwise. (b) Each Assignor agrees that it shall remain liable to the Consenting Party for all obligations of such Assignor under the Assigned Agreement. The Consenting Party agrees that (i) except as otherwise provided herein or in the Assigned Agreement, it shall look only to the applicable Assignor for the performance of such obligations and (ii) (x) the Seller shall, and shall cause its applicable Affiliates to, promptly pay, assign and remit to the Purchaser when received all monies and other consideration relating to such Excluded Interest or any claim, right or benefit thereunder, in each case, received by it following the Applicable Closing and not transferred to the Purchaser or its designee pursuant to this Agreement and (y) the Purchaser or its designee shall promptly pay or satisfy the corresponding liabilities and obligations with respect to such Excluded Interest to the same extent the Purchaser would have been responsible therefor if such Excluded Interest had been transferred to the Purchaser as of the Applicable Closing. The parties shall use their commercially reasonable efforts to structure the provision of the benefits of any Excluded Interest to the Purchaser in a manner that does not result in any member of the Seller Group or any of their Affiliates recognizing net taxable income (taking into account any deductions available for payments made to the Purchaser) with respect to such structure; provided that, if notwithstanding such efforts any member of the Seller Group or any of their Affiliates (other than a Transferred Entity) recognizes net taxable income as a result of such structure (as reasonably determined by the Seller), then the amount payable by the Seller shall be and remain obligated to each Assignor (or, to the extent that it may have exercised its rights and remedies as contemplated herein, the Collateral Agent) to perform all reduced by 25.5% of the Consenting Party’s obligations under the Assigned Agreement in accordance with its terms; provided that the Consenting Party’s obligations under the Assigned Agreement shall in all cases be subject to the Consenting Party’s rights and defenses under the Assigned Agreement, except to the extent expressly modified by this Agreement. (c) The Consenting Party acknowledges and agrees, notwithstanding such net taxable income. Notwithstanding anything to the contrary contained in the Assigned this Agreement, that none no member of the Seller Group shall have any obligation to seek any third-party consent or to cooperate in providing the benefits of any Excluded Interest to the Purchaser, in either case, following shall constitute a default by any Assignor under the Assigned Agreement or shall result in a termination thereof: earlier of (i) the collateral assignment of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; Excluded Interest Transfer Time for such Excluded Interest and (ii) the ownershipdate that is twelve (12) months after the Applicable Closing Date. The parties acknowledge that the failure of any third party consent to be obtained or the failure of any Interest to constitute a Transferred Asset or any circumstances resulting therefrom shall not, permittingin and of itself, developmentconstitute a Business Material Adverse Effect or a breach by the Seller of any representation, designwarranty, engineeringcondition, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation covenant or agreement contained in this Agreement. No member of the Project Seller Group shall be required to make any material expenditure or incur any potential liability (other than any liability for immaterial administrative or legal costs and expenses) in connection with any such activities described in this Section 1.3(b), unless reimbursed and/or fully indemnified by the Collateral Agent (Purchaser for the full amount of any such expenditure or its designee) following notice to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; (iii) foreclosure or any other enforcement by the Collateral Agent (or its designee) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the Securityliability.

Consent to Assignment. The Lessee may apply to the Lessor for consent to the assignment of this Lease, which consent will not be unreasonably withheld, if the following conditions precedent are satisfied: (a) The Consenting Party hereby irrevocably consents the Lessee has made written application to the pledge, hypothecation Lessor for consent and assignment by each Assignor furnished complete copies of all written documents entered into between the Lessee and the proposed assignee relating to the Collateral Agent for the benefit of the Secured Parties ofLeased Premises, along with written personal and the grant by each Assignor business references and financial statements relating to the Collateral Agent for the benefit of the Secured Parties of a lien on and security interest in, all of such Assignor’s right, title and interest in, to and under the Assigned Agreement as collateral security for the Secured Obligations assignee and any subsequent assignments by the Collateral Agent upon and after the exercise by the Collateral Agent of the Collateral Agent’s rights and enforcement of its remedies under the Financing Documents and the Security Documents, at law, in equity or otherwise.proposed guarantors; (b) Each Assignor agrees that it shall remain liable the Lessee will be required to establish to the Consenting Party for all obligations reasonable satisfaction of such Assignor under the Assigned Agreement. The Consenting Party agrees that Lessor that: (i) except as otherwise provided herein or in the Assigned Agreementproposed assignee is respectable, it shall look only to the applicable Assignor for the performance of such obligations responsible and solvent; (ii) it shall in respect of the business or profession intended to be and remain obligated to each Assignor (or, to conducted by the extent that it may have exercised its rights and remedies as contemplated hereinassignee at the Leased Premises, the Collateral Agent) assignee has sufficient financial resources and business experience to perform all be capable of adequately complying with the Consenting PartyLessee’s obligations under this Lease and of efficiently conducting the Assigned Agreement in accordance with its terms; provided that assignee’s business at the Consenting Party’s obligations under the Assigned Agreement shall in all cases be subject to the Consenting Party’s rights and defenses under the Assigned Agreement, except to the extent expressly modified by this Agreement.Leased Premises; (c) The Consenting Party acknowledges and agrees, notwithstanding anything the Lessee must have paid to the contrary contained in Lessor all money due under this Lease up to the Assigned Agreement, that none date of assignment; (d) there are no unremedied breaches of the following shall constitute Lessee’s obligations under this Lease at the date of the assignment; (e) any other consent that is required to the assignment, by head lessors, mortgagees or others, are obtained before the assignment; (f) when the assignees is a default company, other than a company whose shares are listed on an Australian Stock Exchange, personal guarantees and indemnities for performance of lease covenants for the duration of the lease term by any Assignor under the Assigned Agreement or shall result assignee be provided, in a termination thereof: form reasonably acceptable to the Lessor and prepared on behalf of the Lessor at the Lessee’s expense, by two of the assignee’s directors or principal shareholders chosen by the Lessor, where those guarantors have between them a net worth of no less than the amount specified in Item 3.2 of the Reference Schedule; (g) the execution by the Lessee and the assignee of a transfer of this Lease, which must be duly stamped; (h) the execution of a deed in a form reasonably required by and prepared on behalf of the Lessor, by which the Lessor, Lessee, assignee and new guarantors, agree: (i) the collateral assignment Lessee confirms its liability under this Lease for the balance of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; current lease term or any term of extension or renewal of the current lease term; (ii) the ownership, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation of the Project by the Collateral Agent (or its designee) following notice Lessor is released from liability to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; Lessee under this lease; (iii) foreclosure the assignee covenants to observe the Lessee’s obligations under this lease during the duration of this Lease; (iv) the Guarantor or any other enforcement Guarantors confirm their consent and their continuing liability, unless that is adequately covered in their guarantee; (v) new guarantors execute guarantees under this Lease for the assignee. (i) the payment by the Collateral Agent Lessee to the Lessor of the Lessor’s reasonable costs and disbursements in accordance with clause 8 (Costs, Interest and Set Off). (j) the Lessor may at its absolute discretion require the assignee to provide a bank guarantee or its designeeincrease such bank guarantee at Item 3.3 of the Reference Schedule to an amount not more than five (5) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the Securitymonths rental plus GST.

Consent to Assignment. (a) The Consenting Party hereby irrevocably consents Notwithstanding anything in this Agreement to the pledgecontrary, hypothecation but subject to Section 6.3, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of any Transferred Asset (including any Contract or Permit or any claim, right or benefit arising thereunder or resulting therefrom, in each case, included in the Transferred Assets) if any attempted sale, assignment, transfer, conveyance or delivery of such Transferred Asset (i) would constitute a breach or violation of any applicable Law (whether by operation of law or otherwise), (ii) would adversely affect the rights of Purchaser and assignment its Affiliates thereunder or (iii) if such Transferred Asset cannot be sold, assigned, transferred, conveyed or delivered without any Consent that has not been obtained (or does not remain in full force and effect at) the Closing (any such Transferred Asset, a “Deferred Asset”), unless and until (A) such Deferred Asset can be sold, assigned, transferred, conveyed or delivered in accordance with Section 2.1 without such breach, violation of Law or adverse effect on Purchaser’s rights thereunder or (B) such Consent is obtained at or prior to Closing (and remains in full force and effect at the Closing), at which time, in the case of clauses (A) and (B), and without the payment of any further consideration by each Assignor any Person, such Deferred Asset and related Transferred Liability shall be deemed to be sold, assigned, transferred, conveyed or delivered in 249717839 v15 accordance with Section 2.1 and assumed in accordance with Section 2.3(a) and shall cease to be a Deferred Asset. With respect to any such Deferred Asset, (A) from the Closing Date to the Collateral Agent for the benefit of the Secured Parties oftwelve (12)-month anniversary thereof, Seller and Purchaser shall, and the grant by each Assignor shall cause their respective Affiliates to, reasonably cooperate and use commercially reasonable efforts to the Collateral Agent for the benefit of the Secured Parties of a lien on and security interest inobtain, or cause to be obtained, all Consents required to assign or transfer such Deferred Asset to Purchaser (or its Affiliate) and (B) upon obtaining the requisite Consents, Seller shall sell, assign, transfer, convey and deliver all rights associated with such Deferred Asset to Purchaser (or its Affiliate), in each case, without the payment of any further consideration by any Person or agreement by any Person to any amendments, modifications or waivers of any terms of any Deferred Assets that would adversely affect the rights of Purchaser and its Affiliates thereunder in order to obtain such Assignor’s rightConsents. Subject to Section 6.3, title and interest in, to and under the Assigned Agreement as collateral security for the Secured Obligations and neither Seller nor any subsequent assignments by the Collateral Agent upon and after the exercise by the Collateral Agent of the Collateral Agent’s rights and enforcement of its remedies Affiliates shall have any liability for failure to obtain any Consent (provided, that Seller has complied with its obligations under the Financing Documents this Section 2.3) and the Security Documentsneither Seller, at lawPurchaser nor their respective Affiliates (or any of their respective designees) shall be obligated to pay (or cause to be paid) (x) fees, costs or expenses in equity connection with such Consents (other than immaterial administrative or otherwiselegal costs and expenses) or (y) any consideration to any third party with respect to such Consents. (b) Each Assignor agrees that it shall remain liable to To the Consenting Party for all obligations of such Assignor under extent and during the Assigned Agreement. The Consenting Party agrees that period any Transferred Asset remains a Deferred Asset, and without further consideration (i) except as otherwise provided herein Seller shall use commercially reasonable efforts to provide Purchaser and its Affiliates (and their respective designees) the maximum allowable use of the Deferred Asset (which shall include, at a minimum, the economic benefits of such Deferred Asset), and Seller and Purchaser shall reasonably cooperate to establish an agency type or in the Assigned Agreementother similar arrangement reasonably satisfactory to Purchaser under which Purchaser, it shall look only its Affiliates and their respective designees would obtain, to the fullest extent practicable, the applicable Assignor for Deferred Assets and assume the performance applicable Transferred Liabilities arising thereunder or resulting therefrom in accordance with this Agreement (including by means of such obligations any subcontracting, sublicensing or subleasing arrangement) and (ii) it shall be and remain obligated to each Assignor (or, to the extent that it may have exercised permitted by applicable Law, Seller shall, and shall cause its Affiliates to, exercise, enforce and exploit, only at the direction of and for the benefit of Purchaser (and at the cost of the Purchaser), any and all claims, rights and remedies as contemplated herein, the Collateral Agent) to perform all benefits of the Consenting Party’s obligations under the Assigned Agreement in accordance with its terms; provided that the Consenting Party’s obligations under the Assigned Agreement shall in all cases be subject to the Consenting Party’s rights and defenses under the Assigned Agreement, except to the extent expressly modified by this Agreement. (c) The Consenting Party acknowledges and agrees, notwithstanding anything to the contrary contained in the Assigned Agreement, that none of the following shall constitute a default by any Assignor under the Assigned Agreement or shall result in a termination thereof: (i) the collateral assignment of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; (ii) the ownership, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation of the Project by the Collateral Agent (Seller or its designeeAffiliates arising in connection with such Deferred Asset. During such period and without further consideration, (A) following notice Seller shall promptly (and in any event, within ten (10) Business Days) pay, assign and remit to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; (iii) foreclosure Purchaser when received all monies and other consideration received by it or its Affiliates under any Deferred Asset or any other enforcement by the Collateral Agent claim, right or benefit arising thereunder and (B) Purchaser shall promptly pay, perform or its designee) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the Securitydischarge when actually due any Transferred Liability arising thereunder.

Consent to Assignment. (a) The Consenting Each Contracting Party hereby irrevocably acknowledges the assignment referred to in Recital D above, consents to the pledge, hypothecation such assignment and assignment by each Assignor to the agrees with Collateral Agent for the benefit of the Secured Parties ofas follows: (i) After delivery by Collateral Agent to the Project Company and each Contracting Party of notice that an Event of Default (as defined in the Credit Agreement) has occurred and is continuing, Collateral Agent shall be entitled (but not obligated) to exercise all or any portion of the rights and to take any or all actions of the grant Project Company under the Contract in accordance with the terms and conditions set forth therein. Upon receipt of notice from Collateral Agent that it intends to exercise such rights and remedies, each Contracting Party agrees to accept such exercise and cure by each Assignor Collateral Agent so long as timely made by Collateral Agent under the Contract and this Consent. Any such cure or attempt to cure by Collateral Agent shall not be construed as an assumption by Collateral Agent, the Secured Parties, or any of their respective assignee(s) or designee(s) of any covenants, agreements or obligations of the Project Company under or in respect of the Contract. (ii) The Contracting Parties will not without the prior written consent of Collateral Agent, cancel or terminate the Contract, or suspend performance of their services thereunder or consent to or accept any cancellation, termination or suspension thereof by the Project Company, except as provided in the Contract and in accordance with Section 1(a)(iii) hereof. ▇▇▇▇▇, acting as Buyers’ Agent, shall deliver duplicates or copies of all notices of Default (as defined below) to Collateral Agent simultaneously with delivery thereof to the Project Company. Failure by SCPPA, acting as Buyers’ Agent, to deliver any such notice shall not create a cause or claim against SCPPA, acting as Buyers’ Agent, or any other Contracting Party on the part of Collateral Agent, the Administrative Agent or any Secured Party. (iii) The Contracting Parties will not terminate the Contract or suspend performance of their services thereunder on account of any default or breach of the Project Company thereunder, or upon the occurrence or non-occurrence of any event or condition under the Contract which would immediately or with the passage of any applicable grace period or the giving of notice, or both, entitle the Contracting Parties to terminate or suspend performance thereunder (such default, breach, event or condition, a “Default”), without written notice to Collateral Agent (which notice may be provided concurrently to the Collateral Agent for and the benefit Project Company) of such termination or suspension and first providing to Collateral Agent (A) ten (10) business days to cure such Default from the later of (x) the date notice of Default is delivered to Collateral Agent and (y) the expiration of the Project Company’s cure period set forth in the Contract, if such Default is the failure to pay amounts to the Contracting Parties which are due and payable by the Project Company under the Contract, or (B) a reasonable opportunity to cure such Default, but not more than sixty (60) days from the later of (x) the date notice of Default is delivered to Collateral Agent and (y) the expiration of the Project Company’s cure period set forth in the Contract, if the Default cannot be cured by the payment of money to the Contracting Parties so long as all other obligations under such Contract are performed by the Project Company or the Collateral Agent. If possession of the Project is necessary to cure such Default, and Collateral Agent declares the Project Company in default under the Credit Agreement and commences foreclosure proceedings, Collateral Agent will be allowed a reasonable period, but not more than one hundred eighty (180) days, to complete such proceedings before the Contracting Parties terminate the Contract or suspend performance under the Contract. If Collateral Agent is prohibited by any court order or bankruptcy or insolvency proceedings from curing the Default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition, but not more than one hundred eighty (180) days from the date of such court order or proceeding. (iv) In the event Collateral Agent, the Secured Parties or their designee(s) or assignee(s) or a purchaser or grantee at a foreclosure and sale or by a conveyance in lieu of a lien on foreclosure take possession of or title to the Facility or any of the Facility assets, and security interest in, all of such Assignor’s right, title and interest in, to and so long as no Default exists under the Assigned Agreement as collateral security for Contract (it being acknowledged and agreed that if Contracting Party irrevocably waives any Default of the Project Company under the Contract, no such Default shall be deemed to exist), then Collateral Agent, the Secured Obligations and any subsequent assignments by Parties or their designee(s) or assignee(s) or other purchaser or grantee shall assume the obligations of the Project Company (or Collateral Agent upon or the Secured Parties or their designee(s) or assignee(s)) under the Contract that arise from and after the exercise by date of such assumption and the Option Agreement and the Land Option Agreement (as such terms are defined below) shall remain in full force and effect. (v) Subject to the restrictions set forth in the Contract, as may be modified herein, the Contracting Parties consent to the transfer of the Project Company’s interest under the Contract to the Secured Parties or Collateral Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, the Contracting Parties shall recognize the Secured Parties or Collateral Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract, provided that such Secured Parties or Collateral Agent or their designee(s) or assignee(s) or other purchaser or grantee (A) assume in writing the obligations of the Project Company under the Contract arising or accruing from and after the date of such assumption, it being understood, however, that such assumption shall not operate as a waiver of the Defaults existing under the Contract prior to the date of such assumption and (B) assume the Contract subject to Contracting Parties’ rights thereunder, including, among others, its right to purchase the Project in accordance with that certain Option Agreement to be entered into by and among the parties thereto) (the “Option Agreement”), and its right to purchase certain real property associated with the Project in accordance with that Land Option Agreement to be entered into by and among the parties thereto (the “Land Option Agreement”). Notwithstanding any assumption in accordance with this Section 1(a)(iv), the Project Company shall not be released or discharged from and shall remain liable for any and all of its obligations to Contracting Party arising or accruing under the Contract prior to such assumption. (vi) In the event that the Contract is rejected by a trustee or debtor-in- possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a Default which could have been but was not cured by Collateral Agent as provided in Section 1(a)(iii) above, and if, within sixty (60) days after such rejection or termination, Collateral Agent or its successors or assigns shall so request, Contracting Party will execute and deliver to Collateral Agent a new contract, which contract shall be on the same terms and conditions as the original Contract, including the remaining term of the original Contract before giving effect to such termination. References in this Consent to the “Contract” shall be deemed also to refer to such new contract. (vii) In the event Collateral Agent, the Secured Parties, any designee or assignee of the foregoing or any purchaser or grantee thereof elects to succeed to the Project Company’s rights interests under the Contract as provided in Sections 1(a)(iv) or 1(a)(vii) or to enter into a new contract as provided in Section 1(a)(v) above, such person shall, subject to the terms of this Consent, assume the obligations of the Project Company under the Contract to the extent provided herein and in Section 14.7(e) of the Contract, and the sole recourse of the Contracting Parties in seeking the enforcement of its remedies such obligations shall be to such Collateral Agent’s, Secured Parties’, designee’s or assignee’s interest in the Project (and no officer, director, employee, shareholder or agent thereof shall have any liability with respect thereto). (viii) In the event Collateral Agent, the Secured Parties or their designee(s) or assignee(s) succeed to the Project Company’s interest under the Financing Documents Contract, Collateral Agent, the Secured Parties or their designee(s) or assignee(s) shall cure any then-existing Defaults under the Contract, except any Defaults which by their nature are not capable of being cured (including, without limitation, defaults which relate to bankruptcy of the Project Company or other defaults that relate to the status or condition of the Project Company at the time of the Default because they are personal to the Project Company). Collateral Agent, the Secured Parties and their designee(s) or assignee(s) shall have the right to assign their interest in the Contract or the new contract entered into pursuant to Section 1(a)(v) above to a person or entity to whom the Project Company’s interest in the Project is transferred, provided such transferee assumes the obligations of the Project Company (or Collateral Agent or the Secured Parties or their designee(s) or assignee(s)) under the Contract and is a Qualified Transferee. Upon such assignment, Collateral Agent and the Security Documents, at law, Secured Parties and their designee(s) or assignee(s) (including their agents and employees) shall be released from any further liability thereunder to the extent of the interest assigned. (ix) This Consent shall not be deemed to waive or modify in equity any respect any of the rights of any Contracting Party under the Contract against the Project Company or otherwiseto relieve Project Company from the observance and performance of any and all covenants and conditions of the Project Company except as otherwise expressly provided herein. (b) Each Assignor agrees that it shall remain liable to the Consenting Contracting Party for all obligations of such Assignor under the Assigned Agreement. The Consenting Party agrees that (i) except as otherwise provided herein or acknowledges that the Class A Member has agreed to acquire all of the Class A Membership Interests in the Assigned AgreementProject Company as referred to in Recital F above, it shall look only and may from time to the applicable Assignor for the performance time thereafter transfer or assign all or part of such obligations and its Class A Membership Interest to another Tax Equity Investor, (ii) it shall agrees that such issuance and any such subsequent transfer or assignment constitutes a Tax Equity Transaction under and as defined in the Contract, and (iii) acknowledges that Astoria Holdings may be removed from its role as managing member for cause, as defined in and remain obligated to each Assignor (or, pursuant to the extent documents associated with any Tax Equity Transaction, in which case the Class A Member shall appoint a replacement managing member that it may have exercised its rights and remedies as contemplated herein, itself has retained a Qualified Operator for the Collateral Agent) Facility (or has agreed not to perform all of interfere with the Consenting Party’s obligations under existing Qualified Operator for the Assigned Agreement in accordance with its terms; provided that the Consenting Party’s obligations under the Assigned Agreement shall in all cases be subject to the Consenting Party’s rights and defenses under the Assigned Agreement, except to the extent expressly modified by this AgreementFacility). (c) The Consenting Party acknowledges and agreesSCPPA, notwithstanding anything acting as Buyers’ Agent, shall deliver duplicates or copies of all notices of Default (as defined above) to Class A Member simultaneously with delivery thereof to the contrary contained in the Assigned Agreement, that none of the following shall constitute a default by any Assignor under the Assigned Agreement or shall result in a termination thereof: (i) the collateral assignment of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; (ii) the ownership, permitting, development, design, engineering, procurement, construction, construction management, startup Project Company and commissioning, testing, installation, repair, management, maintenance and operation of the Project by the Collateral Agent (or its designee) following notice to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; (iii) foreclosure . Failure by SCPPA, acting as Buyers’ Agent, to deliver any such notice shall not create a cause or claim against SCPPA, acting as Buyers’ Agent, or any other enforcement by Contracting Party on the Collateral Agent (or its designee) of, or the exercise by the Collateral Agent (or its designee) part of its rights under, the SecurityClass A Member.

Consent to Assignment. The Project Party hereby acknowledges, consents and agrees that: (a) The Consenting Collateral Agent and any assignee thereof shall be entitled to exercise any and all rights of the Company under the Assigned Agreement in accordance with their respective terms and the Project Party hereby irrevocably consents shall comply in all respects with such exercise. Without limiting the generality of the foregoing, the Collateral Agent and any assignee thereof shall have the full right and power to enforce directly against the Project Party all obligations of the Project Party under the Assigned Agreement and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Company under the Assigned Agreement. (b) The Project Party will not, without the prior written consent of the Collateral Agent, take any action to (i) cancel or terminate, or suspend performance under, the Assigned Agreement [(except as expressly provided in the Assigned Agreement)] or consent to or accept any cancellation, termination or suspension thereof, (ii) exercise any of its rights set forth in the Assigned Agreement to cancel or terminate, or suspend performance under, the Assigned Agreement as a result of a default by the Company unless the Project Party shall have delivered to the pledgeCollateral Agent written notice stating that it intends to exercise such right on a date (A) not less than [***] days in the case of a payment default and (B) not less than [***] days in the case of a default (other than a payment default), hypothecation after the date of such notice, specifying the nature of the default giving rise to such right (and, in the case of a payment default, specifying the amount thereof) and permitting the Collateral Agent to cure such default by making a payment in the amount in default or by performing or causing to be performed the obligation in default, as the case may be, (iii) materially amend, supplement or otherwise modify the Assigned Agreement (as in effect on the date hereof) [(provided that the consent of the Collateral Agent shall not be required if the Company is not required to obtain the consent of any lenders for such amendment, supplement or modification pursuant to the Credit Agreement)], (iv) sell, assign or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Assigned Agreement or (v) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to rescind, terminate or suspend or amend or modify the Assigned Agreement or any part thereof. In furtherance of the foregoing clause (ii), the Project Party agrees that, notwithstanding anything contained in the Assigned Agreement to the contrary, upon the occurrence of a default under the Assigned Agreement that cannot by its nature be cured by the payment of money, the Project Party will not cancel or terminate the Assigned Agreement if, and for so long as, the Collateral Agent shall be diligently seeking to cure such default or otherwise to institute foreclosure proceedings, or otherwise to acquire the Company’s interest in the Assigned Agreement, and the Project Party shall grant the Collateral Agent a period of [[***] days] from receipt of written notice to cure such default after the occurrence of such foreclosure or acquisition.1 (c) The Project Party shall deliver to the Collateral Agent at the address set forth on the signature pages hereof, or at such other address as the Collateral Agent may designate in writing from time to time to the Project Party, concurrently with the delivery thereof to the Company, a copy of each material notice, request or demand given by the Project Party pursuant to the Assigned Agreement. (d) The Project Party agrees that, if the Collateral Agent shall notify the Project Party that an event of default under the Credit Agreement has occurred and is continuing and that the Collateral Agent has exercised its rights under the Security Agreement (a) to have itself or its designee substituted for the Company under the Assigned Agreement or (b) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to any person, including, without limitation, any purchaser or grantee at a 1 Duration of cure period and whether it runs concurrently or sequentially with cure rights of Borrower will be decided on a case by case. judicial or non-judicial foreclosure and sale or by a conveyance by the Company in lieu of foreclosure, and in each such case, such designee or person cures any and all payment defaults (other than for payment amounts reasonably being contested by the Company in accordance with the terms of the Assigned Agreement) of the Company or its successor under the Assigned Agreement, then the Collateral Agent, the Collateral Agent’s designee or such person (each, a “Substitute Owner”) shall be substituted for the Company under the Assigned Agreement and that, in such event, the Project Party will continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner. In the event that the Substitute Owner succeeds to the Company’s interest under the Assigned Agreement, whether by foreclosure or otherwise, the Substitute Owner shall assume liability for all of the Company’s obligations under the Assigned Agreement following such succession or assumption of interest; provided however (without limitation of the Project Party’s rights and remedies under the Assigned Agreement ), that such liability shall not include any liability for claims of the Project Party against the Company arising from the Company’s failure to perform its obligations during the period prior to the Substitute Owner’s succession to or assumption of the Company’s interest in and to the Assigned Agreement (other than payment of monetary defaults under the Assigned Agreement, the cure of which is a precondition to Substitute Owner’s succession of rights under the Assigned Agreement). Except as otherwise set forth in the immediately preceding sentence, none of the Collateral Agent, the Administrative Agent or the other Secured Parties shall be liable for the performance or observance of any of the obligations or duties of the Company under the Assigned Agreement and the assignment of the Assigned Agreement by each Assignor the Company to the Collateral Agent for the benefit of the Secured Parties of, and the grant by each Assignor pursuant to the Collateral Agent for Security Agreement shall not give rise to any duties or obligations whatsoever on the benefit part of any of the Secured Parties of a lien on and security interest in, all of such Assignor’s right, title and interest in, owing to and under the Assigned Agreement as collateral security for the Secured Obligations and any subsequent assignments by the Collateral Agent upon and after Project Party. (e) Upon the exercise by the Collateral Agent of the remedies set forth in the Security Agreement, the Collateral Agent’s Agent may assign its rights and enforcement interests and the rights and interests of its remedies the Company under the Financing Documents and Assigned Agreement to any purchaser or transferee of the Security DocumentsProject, at law, in equity if such purchaser or otherwise. (b) Each Assignor agrees that it transferee shall remain liable to assume all of the Consenting Party for all obligations of such Assignor the Company under the Assigned Agreement. The Consenting Party agrees that (i) except as otherwise provided herein or in the Assigned Agreement, it shall look only to the applicable Assignor for the performance of Upon such obligations assignment and (ii) it shall be and remain obligated to each Assignor (or, to the extent that it may have exercised its rights and remedies as contemplated hereinassumption, the Collateral Agent) to perform Agent shall be relieved of all of the Consenting Party’s obligations under the Assigned Agreement arising after such assignment and assumption. (f) In the event that (i) the Assigned Agreement is rejected by a trustee or debtor-in-possession in accordance with any bankruptcy or insolvency proceeding involving the Company or (ii) the Assigned Agreement is terminated as a result of any bankruptcy or insolvency proceeding involving the Company and, if within [***] days after such rejection or termination, the Collateral Agent or its designee(s) shall so request and shall certify in writing to the Project Party that it or its designee intends to perform the obligations of the Company as and to the extent required under the rejected or terminated Assigned Agreement, the Project Party will execute and deliver to the Collateral Agent or such designee(s) a new Assigned Agreement which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms; provided , provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by the Company and the Project Party prior to such rejection or termination). References in this Consent and Agreement to the “Assigned Agreement” shall be deemed to refer to such new Assigned Agreement. (g) In the event that the Consenting Party’s Collateral Agent or its designee(s), or any purchaser, transferee, grantee or assignee of the interests of the Collateral Agent or its designee(s) in the Project assume or become liable under the Assigned Agreement (as contemplated in subsection (d), (e) or (f) above or otherwise), liability in respect of any and all obligations of any such party under the Assigned Agreement shall in all cases be subject limited solely to the Consenting Partysuch party’s rights and defenses under the Assigned Agreement, except to the extent expressly modified by this Agreement. (c) The Consenting Party acknowledges and agrees, notwithstanding anything to the contrary contained interest in the Assigned AgreementProject (and no officer, that none of the following director, employee, shareholder or agent thereof shall constitute a default by have any Assignor under the Assigned Agreement or shall result in a termination thereof: (i) the collateral assignment of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; (ii) the ownership, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation of the Project by the Collateral Agent (or its designee) following notice to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; (iii) foreclosure or any other enforcement by the Collateral Agent (or its designee) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the Securityliability with respect thereto).

Consent to Assignment. The Project Party hereby acknowledges, consents and agrees that: (a) The Consenting Collateral Agent and any assignee thereof shall be entitled to exercise any and all rights of the Company under the Assigned Agreement in accordance with their respective terms and the Project Party hereby irrevocably consents shall comply in all respects with such exercise. Without limiting the generality of the foregoing, the Collateral Agent and any assignee thereof shall have the full right and power to enforce directly against the Project Party all obligations of the Project Party under the Assigned Agreement and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Company under the Assigned Agreement. (b) The Project Party will not, without the prior written consent of the Collateral Agent, take any action to (i) cancel or terminate, or suspend performance under, the Assigned Agreement [(except as expressly provided in the Assigned Agreement)] or consent to or accept any cancellation, termination or suspension thereof, (ii) exercise any of its rights set forth in the Assigned Agreement to cancel or terminate, or suspend performance under, the Assigned Agreement as a result of a default by the Company unless the Project Party shall have delivered to the pledgeCollateral Agent written notice stating that it intends to exercise such right on a date (A) not less than [60] days in the case of a payment default and (B) not less than [120] days in the case of a default (other than a payment default), hypothecation after the date of such notice, specifying the nature of the default giving rise to such right (and, in the case of a payment default, specifying the amount thereof) and permitting the Collateral Agent to cure such default by making a payment in the amount in default or by performing or causing to be performed the obligation in default, as the case may be, (iii) materially amend, supplement or otherwise modify the Assigned Agreement (as in effect on the date hereof) [(provided that the consent of the Collateral Agent shall not be required if the Company is not required to obtain the consent of any lenders for such amendment, supplement or modification pursuant to the Credit Agreement)], (iv) sell, assign or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Assigned Agreement or (v) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to rescind, terminate or suspend or amend or modify the Assigned Agreement or any part thereof. In furtherance of the foregoing clause (ii), the Project Party agrees that, notwithstanding anything contained in the Assigned Agreement to the contrary, upon the occurrence of a default under the Assigned Agreement that cannot by its nature be cured by the payment of money, the Project Party will not cancel or terminate the Assigned Agreement if, and for so long as, the Collateral Agent shall be diligently seeking to cure such default or otherwise to institute foreclosure proceedings, or otherwise to acquire the Company’s interest in the Assigned Agreement, and the Project Party shall grant the Collateral Agent a period of [180 days] from receipt of written notice to cure such default after the occurrence of such foreclosure or acquisition.1 (c) The Project Party shall deliver to the Collateral Agent at the address set forth on the signature pages hereof, or at such other address as the Collateral Agent may designate in writing from time to time to the Project Party, concurrently with the delivery thereof to the Company, a copy of each material notice, request or demand given by the Project Party pursuant to the Assigned Agreement. (d) The Project Party agrees that, if the Collateral Agent shall notify the Project Party that an event of default under the Credit Agreement has occurred and is continuing and that the Collateral Agent has exercised its rights under the Security Agreement (a) to have itself or its designee substituted for the Company under the Assigned Agreement or (b) to sell, assign, transfer or otherwise dispose of the Assigned Agreement to any person, including, without limitation, any purchaser or grantee at a 1 Duration of cure period and whether it runs concurrently or sequentially with cure rights of Borrower will be decided on a case by case. judicial or non-judicial foreclosure and sale or by a conveyance by the Company in lieu of foreclosure, and in each such case, such designee or person cures any and all payment defaults (other than for payment amounts reasonably being contested by the Company in accordance with the terms of the Assigned Agreement) of the Company or its successor under the Assigned Agreement, then the Collateral Agent, the Collateral Agent’s designee or such person (each, a “Substitute Owner”) shall be substituted for the Company under the Assigned Agreement and that, in such event, the Project Party will continue to perform its obligations under the Assigned Agreement in favor of the Substitute Owner. In the event that the Substitute Owner succeeds to the Company’s interest under the Assigned Agreement, whether by foreclosure or otherwise, the Substitute Owner shall assume liability for all of the Company’s obligations under the Assigned Agreement following such succession or assumption of interest; provided however (without limitation of the Project Party’s rights and remedies under the Assigned Agreement ), that such liability shall not include any liability for claims of the Project Party against the Company arising from the Company’s failure to perform its obligations during the period prior to the Substitute Owner’s succession to or assumption of the Company’s interest in and to the Assigned Agreement (other than payment of monetary defaults under the Assigned Agreement, the cure of which is a precondition to Substitute Owner’s succession of rights under the Assigned Agreement). Except as otherwise set forth in the immediately preceding sentence, none of the Collateral Agent, the Administrative Agent or the other Secured Parties shall be liable for the performance or observance of any of the obligations or duties of the Company under the Assigned Agreement and the assignment of the Assigned Agreement by each Assignor the Company to the Collateral Agent for the benefit of the Secured Parties of, and the grant by each Assignor pursuant to the Collateral Agent for Security Agreement shall not give rise to any duties or obligations whatsoever on the benefit part of any of the Secured Parties of a lien on and security interest in, all of such Assignor’s right, title and interest in, owing to and under the Assigned Agreement as collateral security for the Secured Obligations and any subsequent assignments by the Collateral Agent upon and after Project Party. (e) Upon the exercise by the Collateral Agent of the remedies set forth in the Security Agreement, the Collateral Agent’s Agent may assign its rights and enforcement interests and the rights and interests of its remedies the Company under the Financing Documents and Assigned Agreement to any purchaser or transferee of the Security DocumentsProject, at law, in equity if such purchaser or otherwise. (b) Each Assignor agrees that it transferee shall remain liable to assume all of the Consenting Party for all obligations of such Assignor the Company under the Assigned Agreement. The Consenting Party agrees that (i) except as otherwise provided herein or in the Assigned Agreement, it shall look only to the applicable Assignor for the performance of Upon such obligations assignment and (ii) it shall be and remain obligated to each Assignor (or, to the extent that it may have exercised its rights and remedies as contemplated hereinassumption, the Collateral Agent) to perform Agent shall be relieved of all of the Consenting Party’s obligations under the Assigned Agreement arising after such assignment and assumption. (f) In the event that (i) the Assigned Agreement is rejected by a trustee or debtor-in-possession in accordance with any bankruptcy or insolvency proceeding involving the Company or (ii) the Assigned Agreement is terminated as a result of any bankruptcy or insolvency proceeding involving the Company and, if within [90] days after such rejection or termination, the Collateral Agent or its designee(s) shall so request and shall certify in writing to the Project Party that it or its designee intends to perform the obligations of the Company as and to the extent required under the rejected or terminated Assigned Agreement, the Project Party will execute and deliver to the Collateral Agent or such designee(s) a new Assigned Agreement which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms; provided , provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by the Company and the Project Party prior to such rejection or termination). References in this Consent and Agreement to the “Assigned Agreement” shall be deemed to refer to such new Assigned Agreement. (g) In the event that the Consenting Party’s Collateral Agent or its designee(s), or any purchaser, transferee, grantee or assignee of the interests of the Collateral Agent or its designee(s) in the Project assume or become liable under the Assigned Agreement (as contemplated in subsection (d), (e) or (f) above or otherwise), liability in respect of any and all obligations of any such party under the Assigned Agreement shall in all cases be subject limited solely to the Consenting Partysuch party’s rights and defenses under the Assigned Agreement, except to the extent expressly modified by this Agreement. (c) The Consenting Party acknowledges and agrees, notwithstanding anything to the contrary contained interest in the Assigned AgreementProject (and no officer, that none of the following director, employee, shareholder or agent thereof shall constitute a default by have any Assignor under the Assigned Agreement or shall result in a termination thereof: (i) the collateral assignment of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; (ii) the ownership, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation of the Project by the Collateral Agent (or its designee) following notice to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; (iii) foreclosure or any other enforcement by the Collateral Agent (or its designee) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the Securityliability with respect thereto).

Consent to Assignment. (a) The Consenting Party hereby irrevocably consents Notwithstanding anything in this Agreement to the pledgecontrary, hypothecation neither this Agreement nor the consummation of the transactions contemplated hereby shall constitute an agreement to assign or an assignment of any Lease, Contract or Permit or any claim or right or any benefit arising thereunder or resulting therefrom if any attempted assignment thereof, without the consent of a third party thereto or any governmental authority or agency, would constitute a breach thereof or in any way adversely affect the respective rights or obligations of Buyer or Seller thereunder, and if such consent has not been obtained. If any such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the respective rights or obligations of Buyer or Seller thereunder (and, accordingly, such Lease, Contract or permit is excluded from the sale on the Closing Date to Buyer pursuant to Section 2.3(b)), and if the transactions contemplated by each Assignor this Agreement are nonetheless consummated on the Closing Date, Seller shall use its reasonable best efforts (i) to provide to Buyer the Collateral Agent benefits under any such Lease, Contract or Permit (including, without limitation, enforcement for the benefit of the Secured Parties of, Buyer of any and the grant by each Assignor to the Collateral Agent for the benefit all rights of Seller against a third party thereto arising out of the Secured Parties of a lien on and security interest in, all of breach or cancellation by such Assignor’s right, title and interest in, to and under the Assigned Agreement as collateral security for the Secured Obligations and any subsequent assignments by the Collateral Agent upon and after the exercise by the Collateral Agent of the Collateral Agent’s rights and enforcement of its remedies under the Financing Documents and the Security Documents, at law, in equity third party or otherwise. ) as if such Lease, Contract or permit (beach of which are set forth on SCHEDULE 3.3) Each Assignor agrees that it shall remain liable had been assigned to the Consenting Party for all obligations of such Assignor under the Assigned Agreement. The Consenting Party agrees that (i) except as otherwise provided herein or in the Assigned Agreement, it shall look only to the applicable Assignor for the performance of such obligations Buyer and (ii) it to obtain as soon as practicable the consent or approval of any such third party or government agency to the assignment of such Lease, Contract or Permit and to transfer such Lease, Contract or Permit to Buyer. Any transfer or assignment to Buyer of any property or property rights or any Lease, Contract or Permit that shall require the consent or approval of any third party or governmental agency shall be and remain obligated made subject to each Assignor (or, such consent or approval being obtained. Nothing in this Section 3.3 shall affect Buyer's rights under this Agreement with respect to the extent that it may have exercised its rights and remedies as contemplated herein, the Collateral Agent) failure of Seller to perform obtain all of the Consenting Party’s obligations under the Assigned Agreement in accordance with its terms; provided that the Consenting Party’s obligations under the Assigned Agreement shall in consents and approvals Seller is required to obtain hereunder and to transfer to Buyer all cases be subject to the Consenting Party’s rights and defenses under the Assigned Agreement, except to the extent expressly modified by this Agreement. (c) The Consenting Party acknowledges and agrees, notwithstanding anything to the contrary contained in the Assigned Agreement, that none of the following shall constitute a default by any Assignor under Lottery Assets (other than the Assigned Agreement or shall result in a termination thereof: (i) the collateral assignment of the Assigned Agreement as described in Section 2(a) (Consent to Assignment) above; (ii) the ownership, permitting, development, design, engineering, procurement, construction, construction management, startup and commissioning, testing, installation, repair, management, maintenance and operation of the Project by the Collateral Agent (or its designee) following notice to the Consenting Party of the foreclosure of the Collateral Agent’s security interest; (iii) foreclosure or any other enforcement by the Collateral Agent (or its designee) of, or the exercise by the Collateral Agent (or its designee) of its rights under, the SecurityRetained Assets).