Common use of Assignment and Financing Clause in Contracts

Assignment and Financing. (a) Except as set forth in this Section 24.6, neither Party shall have the right to sell, transfer or assign this Agreement or its rights, duties or obligations hereunder, without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed. (b) Seller may, without the prior written consent of Purchaser, finance the acquisition and installation of the System through a loan, lease, partnership or other arrangement with one or more Financing Parties as security. In connection with such financing, Seller may, without the prior written consent of Purchaser, assign a security interest or hypothecate as security, in the System and/or this Agreement, to one or more Financing Parties or an affiliate or subsidiary of Seller. Seller shall provide prompt notice to Purchaser of any such assignment. Seller shall remain jointly liable along with such assignee for the obligations of Seller hereunder. In connection with the foregoing, Purchaser will exercise best efforts to review, execute and deliver within ten (10) business days of receipt of any all lien waivers, consents, acknowledgements, subordination agreements and other instruments and documentation reasonably required by Seller or a Financing Party to be executed by Purchaser in connection with any of the above permitted assignment of financing arrangements; provided that any such instruments or documentation must be in a commercially reasonable form and acceptable to Purchaser. (c) Other than as provided in Section 24.6(b), Seller shall not otherwise sell, transfer, or assign its rights and obligations under this Agreement, or any interest in the Agreement, without the prior written consent of Purchaser. Purchaser shall approve or deny any request under this Section 24.6(c) of Seller’s written request within thirty (30) days of receipt thereof, unless the Parties mutually agree in writing to a longer period. Purchaser’s consent under this Section 24.6(c) shall not be unreasonably withheld, provided that Seller provides Purchaser with reasonable proof to Purchaser’s reasonable satisfaction that the proposed assignee: (i) has experience in operating and maintaining solar photovoltaic systems greater than or equal to that of Seller; (ii) has the financial capability and credit rating equal to or greater than that of Seller as of the Effective Date; (iii) has the ability to maintain the System and provide the services required pursuant to this Agreement in the manner required by this Agreement and provides all applicable warranties that it shall do so; and (iv) agrees to be bound by the requirements of this Agreement. Seller shall be released of its obligation relating to the assigned interests under this section. (d) Seller shall not sell, lease, or otherwise transfer the System to any third party unless it also assigns all of its rights and obligations under this Agreement to such third party and such assignment is permitted by this Section 24.6. Assignments or transfers not in compliance with this section will be void. In the case where Seller is not required to get prior written consent of Purchaser to make an assignment, Seller shall provide prior written notice of any such assignment to Purchaser. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. In the event of a permitted assignment, such assignee shall be considered “Seller” or “Purchaser” (as applicable) for all purposes hereunder. (e) Purchaser shall notify Seller in writing of any sale, assignment or transfer of any of Purchaser’s interest in the Property, or any part thereof. Until such notice is received, Seller shall have no duty to any successor owner, and Seller shall not be in default under this Agreement if it continues to make all payments to the original Purchaser before notice of sale, assignment or transfer is received. Purchaser agrees it will not assign the rights to payments due to Purchaser under this Agreement except to a successor owner of the Property, and in no case shall Purchaser sever or attempt to sever the Property’s solar energy rights or interests from the Property’s fee title or otherwise convey, assign or transfer or attempt to convey, assign or transfer this Agreement, except to a successor owner of the Property. (f) Notwithstanding any contrary term of this Agreement, a Financing Party shall have the following rights: (i) Provided that prior written notice has been given of such assignment, a Financing Party, shall be entitled (a) to notice of any breach or default under this Agreement to which Seller is entitled pursuant to Section 9, and (b) but not required to exercise, in the place and stead of Seller, any and all rights and remedies of Seller in accordance with the terms of this Agreement. (ii) A Financing Party shall have the right (exercisable in its sole and absolute discretion), but not the obligation, to perform acts, duty or obligation required of Seller hereunder or cause to be cured any default of Seller hereunder in the time and manner provided by the terms of this Agreement.

Assignment and Financing. (a) Except as set forth a. This Agreement may not be assigned in this Section 24.6, neither whole or in part by either Party shall have the right to sell, transfer or assign this Agreement or its rights, duties or obligations hereunder, without the prior written consent of the other Party, which consent may shall not be unreasonably withheld, conditioned withheld or delayed. (b) Seller . Notwithstanding the foregoing, SolarStorage may, without the prior written consent of PurchaserCustomer, finance the acquisition and installation of the System through a loan(i) assign, leasemortgage, partnership pledge or other arrangement with one or more Financing Parties as security. In connection with such financing, Seller may, without the prior written consent of Purchaser, assign a security interest or hypothecate as security, in the System and/or this Agreement, to one or more Financing Parties or an affiliate or subsidiary of Seller. Seller shall provide prompt notice to Purchaser of any such assignment. Seller shall remain jointly liable along with such assignee for the obligations of Seller hereunder. In connection with the foregoing, Purchaser will exercise best efforts to review, execute and deliver within ten (10) business days of receipt of any all lien waivers, consents, acknowledgements, subordination agreements and other instruments and documentation reasonably required by Seller or a Financing Party to be executed by Purchaser in connection with any of the above permitted assignment of financing arrangements; provided that any such instruments or documentation must be in a commercially reasonable form and acceptable to Purchaser. (c) Other than as provided in Section 24.6(b), Seller shall not otherwise sell, transfer, or assign its rights interests in this Agreement to any Financing Party (as defined below), (ii) directly or indirectly assign this Agreement to an affiliate of SolarStorage, (ii i) assign this Agreement to any entity through which SolarStorage is obtaining financing or capital for the System and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of SolarStorage (provided that SolarStorage shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of SolarStorage’s obligations under this Agreement, or any interest in hereunder by the Agreement, without the prior written consent of Purchaserassignee). Purchaser shall approve or deny any request under this Section 24.6(c) of Seller’s written request within thirty (30) days of receipt thereof, unless the Parties mutually agree in writing to a longer period. PurchaserCustomer’s consent under this Section 24.6(c) to any other assignment shall not be unreasonably withheld, withheld if Customer has been provided that Seller provides Purchaser with reasonable proof to Purchaser’s reasonable satisfaction that the proposed assignee: assignee (ix) has comparable experience in operating and maintaining solar photovoltaic battery storage systems greater than or equal comparable to that of Sellerthe System and providing services comparable to those contemplated by this Agreement; and (iiy) has the financial capability and credit rating equal to or greater than that of Seller as of the Effective Date; (iii) has the ability to maintain the System and provide the services required pursuant to contemplated by this Agreement in the manner required by this Agreement and provides all applicable warranties that it shall do so; and (iv) agrees to be bound by the requirements of this Agreement. Seller shall be released of its obligation relating to the assigned interests under this section. (d) Seller shall not sell, lease, or otherwise transfer the System to any third party unless it also assigns all of its rights and obligations under this Agreement to such third party and such assignment is permitted by this Section 24.6. Assignments or transfers not in compliance with this section will be void. In the case where Seller is not required to get prior written consent of Purchaser to make an assignment, Seller shall provide prior written notice of any such assignment to Purchaser. This Agreement shall be binding upon, on and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. In permi tted assignees. b. Notwithstanding the event foregoing, Customer may assign, transfer or otherwise convey the Site to an assignee if such assignee (1) agrees in writing to assume all of a permitted Customer’s obligations hereunder and (2) simultaneously with such assignment, such assignee shall be considered “Seller” transfer or “Purchaser” (other conveyance, enters into a replacement Interconnection Agreement as applicable) required to maintain System eligibility for all purposes hereunderSGIP. c. The Parties acknowledge that SolarStorage may obtain construction and long-term financing or other credit support from lenders or third parties (eincluding tax equity or similar investors) Purchaser shall notify Seller (“Financing Parties”) in writing of any saleconnection with the installation, assignment or transfer of any of Purchaser’s interest in the Propertyconstruction, or any part thereof. Until such notice is receivedownership, Seller shall have no duty to any successor owner, operation and Seller shall not be in default under this Agreement if it continues to make all payments to the original Purchaser before notice of sale, assignment or transfer is received. Purchaser agrees it will not assign the rights to payments due to Purchaser under this Agreement except to a successor owner maintenance of the Property, and in no case shall Purchaser sever or attempt to sever the Property’s solar energy rights or interests from the Property’s fee title or otherwise convey, assign or transfer or attempt to convey, System. The Parties agree that SolarStorage may assign or transfer this AgreementAgreement to the Financing Parties. If requested by SolarStorage in connection with any such assignment or transfer, except ▇▇▇▇▇▇▇▇ agrees to execute an acknowledgement or consent to such assignment or transfer in customary form and reasonably acceptable to the Financing Parties. If SolarStorage requests more than two such acknowledgements, then SolarStorage shall reimburse Customer for reasonable documented fees and costs actually incurred as a successor owner result of the Property. (f) Notwithstanding third such request and any contrary term such request thereafter. If a Financing Party so requests, Customer shall deliver an estoppel in which Customer certifies as to the existence of this Agreement, a SolarStorage’s good standing hereunder, and other customary certifica tions as reasonably requested by such Financing Party. d. A Financing Party shall have the following rights: (i) Provided that prior written notice has been given of such assignment, a Financing Party, shall be entitled (a) to notice of any breach or default under this Agreement to which Seller is entitled pursuant to Section 9, and (b) but not required to exercise, in the place and stead of SellerSolarStorage, any and all rights and remedies of Seller in accordance with the terms of SolarStorage under this Agreement. (ii) A . Customer agrees that it shall not exercise any right to terminate this Agreement unless it shall have given the Financing Party, if known to Customer, prior written notice and has allowed the Financing Party the opportunity to cure the condition giving rise to such right to the same extent and under the same terms allowed SolarStorage under this Agreement; provided that any cure periods shall have begin tolling with respect to a Financing Party when such Financing Party receives notice of the right (exercisable in its sole and absolute discretion), but not the obligation, to perform acts, duty or obligation required of Seller hereunder or cause underlying issue to be cured any default of Seller hereunder cured. If the Financing Party requires this Agreement to be modified in order to finance, develop or operate the time System, and manner provided by the terms of modification does not materially diminish Customer’s rights under this Agreement, the Parties shall negotiate in good faith to amend this Agreement accordingly in a timely fashion.

Assignment and Financing. (a) Except as set forth a. This Agreement may not be assigned in this Section 24.6, neither whole or in part by either Party shall have the right to sell, transfer or assign this Agreement or its rights, duties or obligations hereunder, without the prior written consent of the other Party, which consent may shall not be unreasonably withheld, conditioned withheld or delayed. (b) Seller . Notwithstanding the foregoing, SolarStorage may, without the prior written consent of PurchaserCustomer, finance the acquisition and installation of the System through a loan(i) assign, leasemortgage, partnership pledge or other arrangement with one or more Financing Parties as security. In connection with such financing, Seller may, without the prior written consent of Purchaser, assign a security interest or hypothecate as security, in the System and/or this Agreement, to one or more Financing Parties or an affiliate or subsidiary of Seller. Seller shall provide prompt notice to Purchaser of any such assignment. Seller shall remain jointly liable along with such assignee for the obligations of Seller hereunder. In connection with the foregoing, Purchaser will exercise best efforts to review, execute and deliver within ten (10) business days of receipt of any all lien waivers, consents, acknowledgements, subordination agreements and other instruments and documentation reasonably required by Seller or a Financing Party to be executed by Purchaser in connection with any of the above permitted assignment of financing arrangements; provided that any such instruments or documentation must be in a commercially reasonable form and acceptable to Purchaser. (c) Other than as provided in Section 24.6(b), Seller shall not otherwise sell, transfer, or assign its rights interests in this Agreement to any Financing Party (as defined below), (ii) directly or indirectly assign this Agreement to an affi liate of SolarStorage, (iii) assign this Agreement to any entity through which SolarStorage is obtaining financing or capital for the System and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of SolarStorage (provided that SolarStorage shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of SolarStorage’s obligations under this Agreement, or any interest in hereunder by the Agreement, without the prior written consent of Purchaserassignee). Purchaser shall approve or deny any request under this Section 24.6(c) of Seller’s written request within thirty (30) days of receipt thereof, unless the Parties mutually agree in writing to a longer period. PurchaserCustomer’s consent under this Section 24.6(c) to any other assignment shall not be unreasonably withheld, withheld if Customer has been provided that Seller provides Purchaser with reasonable proof to Purchaser’s reasonable satisfaction that the proposed assignee: assignee (ix) has comparable experience in operating and maintaining solar photovoltaic battery storage systems greater than or equal comparable to that of Sellerthe System and providing services comparable to those contemplated by this Agreement; and (iiy) has the financial capability and credit rating equal to or greater than that of Seller as of the Effective Date; (iii) has the ability to maintain the System and provide the services required pursuant to contemplated by this Agreement in the manner required by this Agreement and provides all applicable warranties that it shall do so; and (iv) agrees to be bound by the requirements of this Agreement. Seller shall be released of its obligation relating to the assigned interests under this section. (d) Seller shall not sell, lease, or otherwise transfer the System to any third party unless it also assigns all of its rights and obligations under this Agreement to such third party and such assignment is permitted by this Section 24.6. Assignments or transfers not in compliance with this section will be void. In the case where Seller is not required to get prior written consent of Purchaser to make an assignment, Seller shall provide prior written notice of any such assignment to Purchaser. This Agreement shall be binding upon, on and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. In the event of a permitted assignment, such assignee shall be considered “Seller” or “Purchaser” (as applicable) for all purposes hereunderassignees. b. The Parties acknowledge that SolarStorage may obtain construction and long-term financing or other credit support from lenders or third parties (eincluding tax equity or similar investors) Purchaser shall notify Seller (“Financing Parties”) in writing of any saleconnection with the installation, assignment or transfer of any of Purchaser’s interest in the Propertyconstruction, or any part thereof. Until such notice is receivedownership, Seller shall have no duty to any successor owner, operation and Seller shall not be in default under this Agreement if it continues to make all payments to the original Purchaser before notice of sale, assignment or transfer is received. Purchaser agrees it will not assign the rights to payments due to Purchaser under this Agreement except to a successor owner maintenance of the Property, and in no case shall Purchaser sever or attempt to sever the Property’s solar energy rights or interests from the Property’s fee title or otherwise convey, assign or transfer or attempt to convey, System. The Parties also agree that SolarStorage may assign or transfer this AgreementAgreement to the Financing Parties, except and in connection with any such assignment or transfer, ▇▇▇▇▇▇▇▇ agrees to execute a successor owner consent to assignment in customary form and reasonably acceptable to the Financing Parties. Should Customer be requested to execute a consent more than twice, then Customer shall be reimbursed by SolarStorage for reasonable fees and costs incurred as a result of the Property. (f) Notwithstanding any contrary term of this Agreement, a such request. A Financing Party shall have the following rights: (i) Provided that prior written notice has been given of such assignment, a Financing Party, shall be entitled (a) to notice of any breach or default under this Agreement to which Seller is entitled pursuant to Section 9, and (b) but not required to exercise, in the place and stead of SellerSolarStorage, any and all rights and remedies of Seller in accordance with the terms of SolarStorage under this Agreement. (ii) A . Customer will not exercise any right to terminate this Agreement unless it shall have given the Financing Party, if known to Customer, prior written notice and has allowed the Financing Party the opportunity to cure the condition giving rise to such right to the same extent and under the same terms allowed SolarStorage under this Agreement provided that cure periods shall have begin for the right (exercisable in its sole and absolute discretion), but not Financing Party when notice is given to such Financing Party. If the obligation, to perform acts, duty or obligation required of Seller hereunder or cause Financing Party requires this Agreement to be cured any default of Seller hereunder in modified to finance, develop or operate the time System, and manner provided by the terms of modification does not materially diminish Customer’s rights under this Agreement, the Parties shall negotiate in good faith to amend this Agreement in a timely fashion.