Common use of Proposed Assignment Clause in Contracts

Proposed Assignment. Purchaser, on behalf of the Issuer, may propose an assignment of Assigned Rights and Obligations under Article VI of the Clean Energy Purchase Contract by delivering the following items to Issuer and to ▇. ▇▇▇▇: 2.1. A written notice of the proposed assignment signed by Purchaser. 2.2. A true and complete copy of the Assignable Power Contract under which such Assigned Rights and Obligations would arise. 2.3. Evidence reasonably satisfactory to Issuer and ▇. ▇▇▇▇ that all authorizations, consents, approvals, licenses, rulings, permits, exemptions, variances, orders, judgments, decrees, declarations of or regulations by any Government Agency necessary in connection with the transactions contemplated by the Assignable Power Contract and the assignment of the Assignable Power Contract to ▇. ▇▇▇▇ have been obtained and are in full force and effect. 2.4. Such additional information as Issuer and ▇. ▇▇▇▇ may reasonably request regarding the Assignable Power Contract and the APC Party. 2.5. If the Assignable Power Contract is unit-contingent, then: 2.5.1. A description and information of the applicable project to which the Assignable Power Contract applies (the “Applicable Project”), including but not limited to information on the location, interconnection(s), and operating and compliance history of Applicable Project. 2.5.2. A report from a nationally recognized consultant in the energy industry that is reasonably acceptable to Issuer and ▇. ▇▇▇▇ showing the “P99” forecasted generation (“P99 Generation”) and “P50” forecasted generation (“P50 Generation”) of the Applicable Project for the entire Assignment Period, as the terms P99 and P50 are commonly used in the renewable energy industry, to the extent readily available, and monthly historical generation and meteorological data of the Applicable Project dating back to the commercial operation date. 2.6. Such additional information as Issuer and ▇. ▇▇▇▇ may reasonably request regarding the Assignable Power Contract and the APC Party. Following Issuer’s and ▇. ▇▇▇▇’▇ receipt of such information, Purchaser and Issuer will, and ▇. ▇▇▇▇ has agreed in the Electricity Sale and Service Agreement to, (i) negotiate in good faith with one another regarding a potential Assignment Schedule, with the initial draft of such Assignment Schedule to be developed by ▇. ▇▇▇▇, and (ii) negotiate in good faith with one another and the APC Party regarding an Issuer Assignment Agreement, in each case related to the proposed assignment. If such Assignment Schedule and Issuer Assignment Agreement are agreed to by the representative parties thereto, the applicable parties will execute such Issuer Assignment Agreement (with the Assignment Schedule attached thereto) to be effective upon the assignment of the Assigned Rights and Obligations from Issuer to ▇. ▇▇▇▇ pursuant to the Issuer Assignment Agreement. ▇. ▇▇▇▇ has agreed to act in good faith in considering proposed assignments that meet the criteria set forth in this Exhibit F, in accordance with the provisions set forth in the Electricity Sale and Service Agreement. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ acknowledges that ▇. ▇▇▇▇ will not be required to execute any Issuer Assignment Agreement or Assignment Schedule, or otherwise accept any Assigned Rights and Obligations unless the APC Party (i) satisfies ▇. ▇▇▇▇’▇ internal requirements as they relate to “know your customer” rules, policies and procedures, anti-money laundering rules and regulations, ▇▇▇▇-▇▇▇▇▇ Act, Commodity Exchange Act, Patriot Act and similar rules, regulations, requirements and corresponding policies, (ii) is organized in the United States, and

Proposed Assignment. Purchaser, on behalf of the Issuer, Purchaser may propose an assignment of Assigned Rights and Obligations under Article VI of the Clean Energy Purchase Contract by delivering the following items to Issuer and to ▇. ▇▇▇▇: 2.1. A written notice of the proposed assignment signed by Purchaser. 2.2. A true and complete copy of the Assignable Power Contract under which such Assigned Rights and Obligations would arise. 2.3. Evidence reasonably satisfactory to Issuer and ▇. ▇▇▇▇ that all authorizations, consents, approvals, licenses, rulings, permits, exemptions, variances, orders, judgments, decrees, declarations of or regulations by any Government Agency necessary in connection with the transactions contemplated by the Assignable Power Contract and the assignment of the Assignable Power Contract to ▇. ▇▇▇▇ have been obtained and are in full force and effect. Such evidence may be provided by a closing certificate with appropriate back-up materials. 2.4. Such additional information as Issuer and ▇. ▇▇▇▇ may reasonably request regarding the Assignable Power Contract and the APC Party. 2.5. If the Assignable Power Contract is unit-contingentcontingent or for an as-generated Product, then: 2.5.1. A description and information of the applicable project to which the Assignable Power Contract applies (the “Applicable Project”), including but not limited to information on the location, interconnection(s), and operating and compliance history of Applicable Project. 2.5.2. A Either (i) a report from a nationally recognized consultant in the energy industry that is reasonably acceptable to Issuer and ▇. ▇▇▇▇ showing the “P99” forecasted generation (“P99 Generation”) and “P50” forecasted generation (“P50 Generation”) of the Applicable Project for the entire Assignment Period, as the terms P99 and P50 are commonly used in the renewable energy industry, to the extent readily available, and industry or (ii) monthly historical generation and meteorological data of the Applicable Project dating back to the commercial operation date. 2.6. Such additional information as Issuer and ▇. ▇▇▇▇ may reasonably request regarding the Assignable Power Contract and the APC Party. Following Issuer’s and ▇. ▇▇▇▇’▇ receipt of such information, Purchaser and Issuer will, will and ▇. ▇▇▇▇ has agreed in the Electricity Sale and Service Agreement to, to (i) negotiate in good faith with one another regarding a potential and exercise Commercially Reasonable Efforts to agree upon an Assignment Schedule, with the initial draft of such Assignment Schedule to be developed by ▇. ▇▇▇▇, and (ii) negotiate in good faith with one another and the APC Party regarding an Issuer Assignment Agreement, in each case related to the proposed assignment. If such Assignment Schedule and Issuer Assignment Agreement are agreed to by the representative parties thereto, the applicable parties will execute such Issuer Assignment Agreement (with the Assignment Schedule attached thereto) to be effective upon the assignment of the Assigned Rights and Obligations from Issuer to ▇. ▇▇▇▇ pursuant to the Issuer Assignment Agreement. ▇. ▇▇▇▇ has agreed to act in good faith in considering proposed assignments that meet the criteria set forth in this Exhibit F, in accordance with the provisions set forth in the Electricity Sale and Service Agreement. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ acknowledges that ▇. ▇▇▇▇ will not be required to execute any Issuer Assignment Agreement or Assignment Schedule, or otherwise accept any Assigned Rights and Obligations unless the APC Party (i) satisfies ▇. ▇▇▇▇’▇ internal requirements as they relate to “know your customer” rules, policies and procedures, anti-money laundering rules and regulations, ▇▇▇▇-▇▇▇▇▇ Act, Commodity Exchange Act, Patriot Act and similar rules, regulations, requirements and corresponding policies, (ii) is organized in the United States, and