Common use of Acquired Interests Clause in Contracts

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project Company, (ii) securities of the Project Company convertible into or exchangeable for any equity interests or voting securities of the Project Company or (iii) options or other rights to acquire from the Project Company, or other obligation of the Project Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project Company, or any obligations of the Project Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.

Acquired Interests. Seller owns, directly or owns indirectly through one or more Seller Affiliates as identified in Part I of Appendix Cthe Subsidiary Transferor, of record and beneficially one hundred percent (100%) of the equity interests of HoldCo. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests. Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of the Project CompanyHoldCo and each of its Subsidiaries. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project CompanyHoldCo or any of its Subsidiaries, (ii) securities of the Project Company HoldCo or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of the Project Company HoldCo or any of its Subsidiaries or (iii) options or other rights to acquire from the Project CompanyHoldCo or any of its Subsidiaries, or other obligation of the Project Company HoldCo or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project CompanyHoldCo or any of its Subsidiaries, or any obligations of the Project Company HoldCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the each Subsidiary TransferorsTransferor) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorsTransferor) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liensany obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project CompanyPanhandle Holdco or any of its Subsidiaries, (ii) securities of the Project Company Panhandle Holdco or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of the Project Company Panhandle Holdco or any of its Subsidiaries or (iii) options or other rights to acquire from the Project CompanyPanhandle Holdco or any of its Subsidiaries, or other obligation of the Project Company Panhandle Holdco or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project CompanyPanhandle Holdco or any of its Subsidiaries, or any obligations of the Project Company Panhandle Holdco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (ia) equity interests or voting securities of the Project CompanyXxxxx’x Gap B Member LLC or any of its Subsidiaries, (iib) securities of the Project Company Xxxxx’x Gap B Member LLC or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of the Project Company Xxxxx’x Gap B Member LLC or any of its Subsidiaries or (iiic) options or other rights to acquire from the Project CompanyXxxxx’x Gap B Member LLC or any of its Subsidiaries, or other obligation of the Project Company Xxxxx’x Gap B Member LLC or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project CompanyXxxxx’x Gap B Member LLC or any of its Subsidiaries, or any obligations of the Project Company Xxxxx’x Gap B Member LLC or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix CAffiliates, of record and beneficially one hundred percent (100%) of the equity interests of HoldCo. As of immediately prior to the Closing, Seller will own, directly or indirectly through one or more Seller Affiliates, of record and beneficially, one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of the Project CompanyNewCo, HoldCo and each of its Subsidiaries. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project CompanyNewCo, HoldCo or any of its Subsidiaries, (ii) securities of the Project Company NewCo, HoldCo or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of the Project Company NewCo, HoldCo or any of its Subsidiaries or (iii) options or other rights to acquire from the Project CompanyNewCo, HoldCo or any of its Subsidiaries, or other obligation of the Project Company NewCo, HoldCo or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project CompanyNewCo, HoldCo or any of its Subsidiaries, or any obligations of the Project Company NewCo, HoldCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens No Person other than Permitted Liens.Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (ia) equity interests or voting securities of the Project CompanyXxxxxx Ridge IV B Member LLC, a Delaware limited liability company (“Xxxxxx Ridge B Member”), or any of its Subsidiaries, (iib) securities of the Project Company Xxxxxx Ridge B Member or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of the Project Company Xxxxxx Ridge B Member or any of its Subsidiaries or (iiic) options or other rights to acquire from the Project CompanyXxxxxx Ridge B Member or any of its Subsidiaries, or other obligation of the Project Company Xxxxxx Ridge B Member or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project CompanyXxxxxx Ridge B Member or any of its Subsidiaries, or any obligations of the Project Company Xxxxxx Ridge B Member or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix CAffiliates, of record and beneficially one hundred percent (100%) of the Acquired InterestsInterests and a 50% interest in all of the right, title and interest in the loan agreement dated May 2, 2017 among WIFN NK Borrower LP, as borrower, SRE North Kent 1 LP Holdings LP, as lender, and North Kent Wind 1 LP Holdings, as lender. Part I of Appendix C sets forth the equity capitalization of the Project CompanyAcquired Entities and each of their respective Subsidiaries. All of the interests interests, directly or indirectly owned by the Seller, described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of any of the Project CompanyAcquired Entities or any of their respective Subsidiaries, (ii) securities of each of the Project Company Acquired Entities or any of their respective Subsidiaries convertible into or exchangeable for any equity interests or voting securities of any of the Project Company Acquired Entities or any of their respective Subsidiaries or (iii) options or other rights to acquire from any of the Project CompanyAcquired Entities or any of their respective Subsidiaries, or other obligation of any of the Project Company Acquired Entities or any of their respective Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of any of the Project CompanyAcquired Entities or any of their respective Subsidiaries, or any obligations of any of the Project Company Acquired Entities or any of its their respective Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, has full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser good and valid title to the Acquired Interests and a 50% interest in all of the right, title and interest in the loan agreement dated May 2, 2017 among WIFN NK Borrower LP, as borrower, SRE North Kent 1 LP Holdings LP, as lender, and North Kent Wind 1 LP Holdings, as lender free and clear of all Liens Liens, other than Permitted Liens(i) any Liens granted by the Purchaser pursuant to the Term Loan Agreement and (ii) any obligations imposed under the Organization Documents of the Acquired Entities or their respective Subsidiaries or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix CAffiliates, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company, the General Partner and each of their respective Subsidiaries. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project Company, the General Partner or any of their respective Subsidiaries, (ii) securities of the Project Company Company, the General Partner or any of their respective Subsidiaries convertible into or exchangeable for any equity interests or voting securities of the Project Company Company, the General Partner or any of their respective Subsidiaries or (iii) options or other rights to acquire from the Project Company, the General Partner or any of their respective Subsidiaries, or other obligation of the Project Company or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project Company, the General Partner or any of their respective Subsidiaries, or any obligations of the Project Company Company, the General Partner or any of its their respective Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchasers has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser Purchasers good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens(i) any Liens granted by the Purchasers pursuant to the Term Loan Agreement and (ii) any obligations imposed under the Organization Documents of the Project Company, the General Partner or their respective Subsidiaries or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix CAffiliates, of record and beneficially one hundred percent (100%) of the Acquired InterestsInterests and a 50% interest in all of the right, title and interest in the loan agreement dated November 10, 2016 among WIFN BR Borrower LP, as borrower, SRE Belle River LP Holdings LP, as lender, and Belle River LP Holdings, as lender. Part I of Appendix C sets forth the equity capitalization of the Project CompanyAcquired Entities and each of their respective Subsidiaries. All of the interests interests, directly or indirectly owned by the Seller, described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of any of the Project CompanyAcquired Entities or any of their respective Subsidiaries, (ii) securities of each of the Project Company Acquired Entities or any of their respective Subsidiaries convertible into or exchangeable for any equity interests or voting securities of any of the Project Company Acquired Entities or any of their respective Subsidiaries or (iii) options or other rights to acquire from any of the Project CompanyAcquired Entities or any of their respective Subsidiaries, or other obligation of any of the Project Company Acquired Entities or any of their respective Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of any of the Project CompanyAcquired Entities or any of their respective Subsidiaries, or any obligations of any of the Project Company Acquired Entities or any of its their respective Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, has full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchasers has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser Purchasers good and valid title to the Acquired Interests and a 50% interest in all of the right, title and interest in the loan agreement dated November 10, 2016 among WIFN BR Borrower LP, as borrower, SRE Belle River LP Holdings LP, as lender, and Belle River LP Holdings, as lender free and clear of all Liens Liens, other than Permitted Liens(i) any Liens granted by the Purchasers pursuant to the Term Loan Agreement and (ii) any obligations imposed under the Organization Documents of the Acquired Entities or their respective Subsidiaries or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, owns of record and beneficially one hundred percent (100%) of the Acquired Interests. Interests for such Acquisition as set forth in Part I of Appendix C sets forth the equity capitalization Section B of the Project CompanyAppendix for such Acquisition. All of the interests described in Part I of Section B of the Appendix C for such Acquisition have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix CSection B of such Appendix, there are no outstanding (i) equity interests or voting securities of the Project CompanyCompany for such Acquisition, (ii) securities of the Project Company for such Acquisition convertible into or exchangeable for any equity interests or voting securities of the such Project Company or (iii) options or other rights to acquire from the Project CompanyCompany for such Acquisition, or other obligation of the such Project Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the such Project Company, or any obligations of the such Project Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired InterestsInterests for such Acquisition, as of the Closing Date. The No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual right, capable of becoming an agreement or option for the purchase or acquisition from Seller of any of the Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessablefor such Acquisition. On the Closing DateDate of such Acquisition, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser (or the applicable Subsidiary Purchaser) good and valid title to the Acquired Interests for such Acquisition free and clear of all Liens other than Permitted Liensany obligations imposed under the Organization Documents of the Project Company or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company and the Property Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project Company or Property Company, (ii) securities of the Project Company or Property Company convertible into or exchangeable for any equity interests or voting securities of the Project Company or Property Company, as applicable, or (iii) options or other rights to acquire from the Project Company or Property Company, or other obligation of the Project Company or Property Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project Company or Property Company, or any obligations of the Project Company, the Property Company or any of its their Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens. Each of the Project Company and the Property Company has good title to, or subject to the terms and conditions of any leases, the right to use, its respective material real property and other material assets free and clear of all Liens other than Permitted Liens.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix CAffiliates, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project CompanyAcquired Entities and each of their respective Subsidiaries. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of any of the Project CompanyAcquired Entities or any of their respective Subsidiaries, (ii) securities of each of the Project Company Acquired Entities or any of their respective Subsidiaries convertible into or exchangeable for any equity interests or voting securities of any of the Project Company Acquired Entities or any of their respective Subsidiaries or (iii) options or other rights to acquire from any of the Project CompanyAcquired Entities or any of their respective Subsidiaries, or other obligation of any of the Project Company Acquired Entities or any of their respective Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of any of the Project CompanyAcquired Entities or any of their respective Subsidiaries, or any obligations of any of the Project Company Acquired Entities or any of its their respective Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchasers has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser Purchasers good and valid title to the Acquired Interests free and clear of all Liens Liens, other than Permitted Liens(i) any Liens granted by the Purchasers pursuant to the Term Loan Agreement and (ii) any obligations imposed under the Organization Documents of the Acquired Entities or their respective Subsidiaries or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project CompanyPanhandle Holdco or any of its Subsidiaries, (ii) securities of the Project Company Panhandle Holdco or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of the Project Company Panhandle Holdco or any of its Subsidiaries or (iii) options or other rights to acquire from the Project CompanyPanhandle Holdco or any of its Subsidiaries, or other obligation of the Project Company Panhandle Holdco or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project CompanyPanhandle Holdco or any of its Subsidiaries, or any obligations of the Project Company Panhandle Holdco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix CAffiliates, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project Company, (ii) securities of the Project Company convertible into or exchangeable for any equity interests or voting securities of the Project Company or (iii) options or other rights to acquire from the Project Company, or other obligation of the Project Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project Company, or any obligations of the Project Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary TransferorsTransferor) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchasers has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or the Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary TransferorsTransferor) will convey to Purchaser Purchasers good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens(i) any Liens granted to the financing parties pursuant to the LC Reimbursement Agreement and (ii) any obligations imposed under the Organization Documents of the Project Company or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-non- assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project Company, (ii) securities of the Project Company convertible into or exchangeable for any equity interests or voting securities of the Project Company or (iii) options or other rights to acquire from the Project Company, or other obligation of the Project Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project Company, or any obligations of the Project Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-non- assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project CompanyCompanies. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (ia) equity interests or voting securities of the Project CompanyTopco or any of its Subsidiaries, (iib) securities of the Project Company Topco or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of the Project Company Topco or any of its Subsidiaries or (iiic) options or other rights to acquire from the Project CompanyTopco or any of its Subsidiaries, or other obligation of the Project Company Topco or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project CompanyTopco or any of its Subsidiaries, or any obligations of the Project Company Topco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.. 4 2.7

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-non- assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project CompanyPanhandle Holdco or any of its Subsidiaries, (ii) securities of the Project Company Panhandle Holdco or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of the Project Company Panhandle Holdco or any of its Subsidiaries or (iii) options or other rights to acquire from the Project CompanyPanhandle Holdco or any of its Subsidiaries, or other obligation of the Project Company Panhandle Holdco or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project CompanyPanhandle Holdco or any of its Subsidiaries, or any obligations of the Project Company Panhandle Holdco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.

Acquired Interests. Seller owns, owns directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project each Acquired Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project any Acquired Company, (ii) securities of the Project any Acquired Company convertible into or exchangeable for any equity interests or voting securities of the Project any Acquired Company or (iii) options or other rights to acquire from the Project any Acquired Company, or other obligation of the Project any Acquired Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project any Acquired Company, or any obligations of the Project any Acquired Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchasers has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller of any of the Acquired Interests. On the Closing Date, Seller will convey to Purchasers (or, if to the extent applicable, the PEGI Subsidiary TransferorsTransferee) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens(i) any Liens granted to the financing parties pursuant to the LC Documents (as defined in the LC Reimbursement Agreement) and (ii) any obligations imposed under the Organization Documents of the Acquired Companies or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix Cits Affiliates, of record and beneficially one hundred percent (100%) of the Acquired InterestsInterests for such Acquisition as set forth in Part I of Section B of the Appendix for such Acquisition. Part I of Section B of the Appendix C for such Acquisition sets forth the equity capitalization (or proposed equity capitalization) of the Project Companyeach HoldCo for such Acquisition. All of the interests described in Part I of Section B of the Appendix C for such Acquisition have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix CSection B of such Appendix, there are no outstanding (i) equity interests or voting securities of any applicable HoldCo or the Project CompanyCompany for such Acquisition, (ii) securities of any applicable HoldCo or the Project Company for such Acquisition convertible into or exchangeable for any equity interests or voting securities of such HoldCo or the Project Company for such Acquisition or (iii) options or other rights to acquire from such HoldCo or the Project CompanyCompany for such Acquisition, or other obligation of such HoldCo or the Project Company for such Acquisition to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the such HoldCo or Project Company, or any obligations of such HoldCo or the Project Company or any of its Subsidiaries for such Acquisition to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary TransferorsTransferors for such Acquisition) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired InterestsInterests for such Acquisition, as of the Closing Date. The No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual right, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor for such Acquisition of any of the Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessablefor such Acquisition. On the Closing DateDate of such Acquisition, Seller (or, if applicable, the Subsidiary TransferorsTransferors for such Acquisition) will convey to Purchaser (or the applicable Subsidiary Purchaser) good and valid title to the Acquired Interests for such Acquisition free and clear of all Liens other than Permitted Liensany obligations imposed under the Organization Documents of any applicable HoldCo or the Project Company or restrictions arising under applicable securities laws.

Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project CompanyCompanies. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (ia) equity interests or voting securities of the Project CompanyTopco or any of its Subsidiaries, (iib) securities of the Project Company Topco or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of the Project Company Topco or any of its Subsidiaries or (iiic) options or other rights to acquire from the Project CompanyTopco or any of its Subsidiaries, or other obligation of the Project Company Topco or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project CompanyTopco or any of its Subsidiaries, or any obligations of the Project Company Topco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.