Subject: Old (Moldy by now) assignment language text.
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked]
Date: Wed, 23 May 2001 10:36:00 -0700 (PDT)

Peter:

Below is assignment language that we used in our going master before we 
entered into the era of the off balance sheet structures.  I do not recall 
whether we have the subcontract assignability language.  I question whether 
we need 22.3. 

This Agreement or any right or obligation contained herein may be assigned by 
Purchaser without Seller's consent to:

 (i) an Affiliate;

 (ii) a Joint Venture, Partnership, or other similar entity in which 
Purchaser or Purchaser's Affiliate is a venturer, partner or participant;

 (iii) Owner;

 (iv) Lender; or

 (v) to any entity for the purposes of financing or sale of the Facility.

Except for (i) through (v) above, this Agreement may be assigned by Purchaser 
to other parties only upon the prior written consent of Seller which shall 
not be unreasonably withheld.  When duly assigned in accordance with the 
foregoing, this Agreement shall be binding upon and shall inure to the 
benefit of the assignee; any other assignment by Purchaser shall be void and 
without force or effect.

22.3   Agreement with Lender.  Seller agrees that if requested by Purchaser, 
Seller shall enter into a direct agreement with Lender under which Lender is 
permitted to "step into" this Agreement.

22.4   Assignment of Vendor Agreements.  All Seller's subcontracts with 
Vendor which have prices equal to or greater than $500,000 shall include 
provisions giving Seller an unrestricted right to assign the relevant 
subcontract and call benefits, interests, rights and cause of action arising 
under it to Purchaser without Vendor's prior permission.