Common use of Consent to Assignment Clause in Contracts

Consent to Assignment. The Lessee hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transfer, and any future assignments and transfers, to the Secured Parties by the Company of the Company's right to exercise any and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, of any rights, remedies, powers or privileges pursuant to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add to the obligations of the Lessee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have exclusive right to possession and use of the Nuclear Material in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with the Fuel Lease.

Consent to Assignment. The Lessee hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in the such documents and agreements. The Lessee further acknowledges and consents to the assignment and transfer, and any future assignments and transfers, to the Secured Parties by the Company of the Company's right to exercise any and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, of any rights, remedies, powers or privileges pursuant to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add to the obligations of the Lessee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have exclusive right to possession and use of the Nuclear Material in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with the Fuel Lease.

Consent to Assignment. The Lessee hereby acknowledges notice of and consents to all the terms and provisions In accordance with Section 11.2 of the Security Agreement and Purchased License, Factor hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the purchase, sale and assignment and transferof the Purchased License effected hereunder. Buyer shall, as of the date of this Agreement, assume, and be bound by all obligations of Seller under the Purchased License (provided that, for avoidance of doubt, such assumption of obligations under the Purchased License shall not eliminate Seller’s and the Stockholders’ obligations to Buyer or any future assignments other Buyer Indemnified Parties, or Buyer’s or any other Buyer Indemnified Party’s rights and transfersremedies against Seller and the Stockholders, hereunder with respect to any Action, Liability or Losses that are not Assumed Liabilities). Factor and Buyer agree that in the event the Purchased License is terminated and the Exclusive License Agreement between Factor and Buyer dated February 20, 2023 (“Factor-Eterna License Agreement”) is still in effect as of the effective date of such termination, notwithstanding anything to the Secured Parties by contrary in the Company Factor-Eterna License Agreement, all rights granted under the Purchased License under the Licensed Technology, the Auxiliary Technologies, and the Auxiliary Technology Patents to Exploit Licensed Products in the Territory in the Field, and rights related thereto (each, as defined in the Purchased License) (“Exacis Granted Rights”) shall revert back to Factor, subject to the terms of the Company's right to exercise Purchased License, and Buyer shall not have any and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) rights under the Fuel LeaseFactor-Eterna License Agreement with respect to such Exacis Granted Rights. Factor acknowledges and agrees that, as of the Assigned Agreements date of this Agreement: (i) there are no amounts due and each other Basic Document payable to which Factor under the Lessee Purchased License that have not been satisfied on or prior to the date hereof; (ii) the Purchased License is, and will be following Closing, in full force and effect; and (iii) Seller is a party. The Lessee hereby agrees not in default under the Purchased License nor has any event occurred which, with the Secured Parties to comply with any exercise by passage of time, would constitute a default under the Secured PartiesPurchased License. Xxxxx, either directly or through the CompanySeller and Factor agree that, of any rights, remedies, powers or privileges pursuant subject to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor terms of this Section 12 shall in any way add to the obligations 6.01, all requirements under Section 11.2 of the Lessee (except those obligations of Purchased License for the Lessee Purchased License to any Person, which, if not previously so, hereby become enforceable directly be validly assigned by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document Seller to which the Lessee is a party. Notwithstanding the foregoing, so long as no Lease Event of Default shall Buyer have occurred and be continuing, the Lessee shall have exclusive right to possession and use of the Nuclear Material in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with the Fuel Leasebeen satisfied.

Consent to Assignment. The Lessee hereby (a) PEPCO acknowledges notice of and receipt of, and consents to all upon the terms and conditions herein set forth (i) to the assignment to the Security Agent, for the benefit of the Owner Trustee, the LOC Issuer, and the Owner Participant of the Partnership's right, title and interest in, to and under the Assigned Agreement pursuant to the Assignment and the Security Agreement, (ii) upon execution and delivery of the Facility Lease, to the 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 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 hereby confirms to and agrees with the Secured Parties that all representationsPresent Assignment, warrantiesexcept as provided in the following two sentences, indemnities and agreements neither the Security Agent, the Owner Trustee, the Indenture Trustee nor any of the Lessee contained in this Letter Agreement other Collateral Security Parties shall succeed to the rights, title, interest and each other Basic Document to which obligations of the Lessee is Partnership under, or be substituted for the Partnership as a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transfer, and any future assignments and transfers, to the Secured Parties by the Company of the Company's right to exercise any and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under the Fuel Leaseto, the Assigned Agreements Agreement, unless and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees until such succession and substitution have been made in accordance with the Secured Parties provisions of Section 1.2(a) hereof, it being understood that if the Owner Trustee shall exercise any right to comply with any exercise by act as "Seller" under the Secured Parties, either directly or through the Company, of any rights, remedies, powers or privileges pursuant Assigned Agreement it shall be subject to the Security Agreementprovisions of said Section 1.2(a) hereof. The Secured Parties acknowledge PEPCO acknowledges and agrees that neither upon the Security Agreement nor this Section 12 shall in any way add to the obligations occurrence of the Lessee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, so long as no Lease Event of Default shall have occurred under the Facility Lease and be continuingduring the continuation thereof, and subject to prior notice by a Collateral Security Party to PEPCO, the Lessee Security Agent shall have exclusive right be entitled to possession make all demands, give all notices, take all actions and use exercise all rights of the Nuclear Material Partnership under the Assigned Agreement in accordance with the Fuel Lease and may use such Nuclear Material for terms of the Assigned Agreement, provided that any lawful purpose consistent assignment of rights under the Assigned Agreement shall also be subject to Section 1.2(a) of this Consent. The Partnership agrees that PEPCO is authorized to act in accordance with the Fuel LeaseSecurity 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, and that PEPCO shall bear no liability to the Partnership in connection therewith.

Consent to Assignment. The Lessee Notwithstanding Section 7 of this Agreement, Party A hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transferof this Agreement, and any future assignments and transferssolely for security purposes for the benefit of the Noteholders, by Party B to the Secured Parties by Indenture Trustee under the Company 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 Company's Noteholders, shall have the right to exercise enforce this Agreement, including the terms of Part 1(i), 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 all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under delivered to Party A in accordance with Section 12 hereof. Party A shall be entitled to assume the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, authenticity of any rightssuch notice or communication and shall have no obligation to verify the accuracy of any facts asserted therein or the authority of the sender thereof. Party B hereby indemnifies Party A against any losses, remediescosts, powers claims or privileges pursuant liabilities arising from Party A’s reliance on any such notice or communication and Party A shall be released from any further obligations to Party B with respect to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add rights transferred to the obligations of the Lessee Indenture Trustee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, for so long as no Lease Event of Default shall have occurred and be continuingParty A has fulfilled its obligations hereunder to the Indenture Trustee). Notwithstanding any provision to the contrary contained herein, the Lessee parties acknowledge that the indemnity contained in this Part 5(j) shall have exclusive right to possession be considered an accrued and use unpaid expense of the Nuclear Material Trust (reimbursable to Party A) (which expense shall be payable with Interest Proceeds under Article V of the Indenture and not as a payment due to a Swap Provider under the Swap Agreement) and is only due to the extent funds are available for the payment thereof in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with priority of payments described in Article VIII of the Fuel LeaseIndenture.

Consent to Assignment. The Lessee hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transfer, and any future assignments and transfers, to the Secured Parties by the Company of the Company's right to exercise any and all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, of any rights, remedies, powers or privileges pursuant to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 2 shall in any way add to the obligations of the Lessee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee shall have exclusive right to possession and use of the Nuclear Material in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with the Fuel Lease.

Consent to Assignment. The Lessee Notwithstanding Section 7 of this Agreement, Party A hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transferof this Agreement, and any future assignments and transferssolely for security purposes for the benefit of the Noteholders, by Party B to the Secured Parties by Indenture Trustee under the Company 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 Company's Noteholders, shall have the right to exercise enforce this Agreement, including the terms of Part 1(i), 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 all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under delivered to Party A in accordance with Section 12 hereof. Party A shall be entitled to assume the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, authenticity of any rightssuch notice or communication and shall have no obligation to verify the accuracy of any facts asserted therein or the authority of the sender thereof. Party B hereby indemnifies Party A against any losses, remediescosts, powers claims or privileges pursuant liabilities arising from Party A’s reliance on any such notice or communication and Party A shall be released from any further obligations to Party B with respect to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add rights transferred to the obligations of the Lessee Indenture Trustee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, for so long as no Lease Event of Default shall have occurred and be continuingParty A has fulfilled its obligations hereunder to the Indenture Trustee). Notwithstanding any provision to the contrary contained herein, the Lessee parties acknowledge that the indemnity contained in this Part 5(k) shall have exclusive right to possession be considered an accrued and use unpaid expense of the Nuclear Material Trust (reimbursable to Party A) (which expense shall be payable with Interest Proceeds under Article V of the Indenture and not as a payment due to a Swap Provider under the Swap Agreement) and is only due to the extent funds are available for the payment thereof in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with priority of payments described in Article VIII of the Fuel LeaseIndenture.

Consent to Assignment. The Lessee Notwithstanding Section 7 of this Agreement, Party A hereby acknowledges notice of and consents to all the terms and provisions of the Security Agreement and hereby confirms to and agrees with the Secured Parties that all representations, warranties, indemnities and agreements of the Lessee contained in this Letter Agreement and each other Basic Document to which the Lessee is a party shall inure to the benefit of, and shall be enforceable by, the Secured Parties to the same extent as if such Secured Parties were originally parties to or named in such documents and agreements. The Lessee further acknowledges and consents to the assignment and transferof this Agreement, and any future assignments and transferssolely for security purposes for the benefit of the Noteholders, by Party B to the Secured Parties by Indenture Trustee under the Company 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 Company's Noteholders, shall have the right to exercise enforce this Agreement, including the terms of 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 all of its rights, remedies, powers and privileges (but none of its obligations, duties or liabilities) under delivered to Party A in accordance with Section 12 hereof. Party A shall be entitled to assume the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. The Lessee hereby agrees with the Secured Parties to comply with any exercise by the Secured Parties, either directly or through the Company, authenticity of any rightssuch 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, remediescosts, powers claims or privileges pursuant liabilities arising from Party A’s reliance on any such notice or communication and Party A shall be released from any further obligations to Party B with respect to the Security Agreement. The Secured Parties acknowledge that neither the Security Agreement nor this Section 12 shall in any way add rights transferred to the obligations of the Lessee Indenture Trustee (except those obligations of the Lessee to any Person, which, if not previously so, hereby become enforceable directly by the Secured Parties) under the Fuel Lease, the Assigned Agreements and each other Basic Document to which the Lessee is a party. Notwithstanding the foregoing, for so long as no Lease Event of Default shall have occurred and be continuingParty A has fulfilled its obligations hereunder to the Indenture Trustee). Notwithstanding any provision to the contrary contained herein, the Lessee parties acknowledge that the indemnity contained in this Part 5(j) shall have exclusive right to possession be considered an accrued and use unpaid expense of the Nuclear Material Trust (reimbursable to Party A) (which expense shall be payable with Interest Proceeds under Article V of the Indenture and not as a payment due to a Swap Provider under the Swap Agreement) and is only due to the extent funds are available for the payment thereof in accordance with the Fuel Lease and may use such Nuclear Material for any lawful purpose consistent with priority of payments described in Article VIII of the Fuel LeaseIndenture.