Common use of Assignment by Seller Clause in Contracts

Assignment by Seller. (a) Except as provided in this Section 11.1, this Agreement may not be assigned by Seller in whole or in part. Notwithstanding the foregoing, at any time during the Term, Seller may assign this Agreement (i) to any lender or lenders as security for obligations to such lender or lenders in respect to financing arrangements of Seller or any Affiliate thereof with such lender or lenders, or (ii) upon prior written notice to Buyer, to any Person that is and at all times remains an Affiliate of Seller or that merges or consolidates with or into Seller or that acquires all or substantially all of the Timberlands. (b) Notwithstanding any other provision of this Agreement to the contrary, Buyer and Seller acknowledge and agree that Seller shall not be prohibited from selling all or any portion of the Timberlands, provided that any such sale of the Timberlands shall be made subject to the terms of this Agreement and the obligation to supply the applicable portion of Timber volumes required hereunder. Upon any sale of a portion of the Timberlands, the purchaser of said portion of the Timberlands (“New Owner”) shall assume the obligation to supply a portion of the Timber volumes to be supplied hereunder, said portion of the Timber volumes (“Assumed Volume”) to be agreed to by Seller and said New Owner, subject to Buyer’s consent to such volume allocation, which consent shall not be unreasonably withheld or delayed. Upon such assumption by said New Owner, Seller’s obligations to supply Timber hereunder shall be reduced by the volumes assumed by said New Owner, and Seller shall thereafter have no obligation or liability with respect to said assumed volumes or with respect to the portion of the Timberlands so conveyed. At the request of Seller, upon any such sale to a New Owner Buyer shall execute an amendment to this Agreement acknowledging the foregoing. Furthermore, upon request of Seller or Buyer, upon such sale to a New Owner, Buyer and such New Owner shall enter into a separate Stumpage Agreement on the same terms and conditions as contained in this Agreement (or such other terms as Buyer and such New Owner shall mutually agree) except for the portion of the Timberlands covered thereby and the volume of Timber to be supplied thereunder. In the event Buyer objects to any proposed Assumed Volume, Buyer shall provide written notice of the same to Seller within fifteen (15) days of notice to Buyer of said proposed Assumed Volume (“Objection Notice”), said Objection Notice to include a detailed explanation of the basis for said objection. Failure by Buyer to timely provide said Objection Notice shall be deemed to constitute the consent of Buyer to said proposed Assumed Volume. In the event Buyer timely provides an Objection Notice, Seller shall have the option of (i) revising said proposed Assumed Volume, in which case Buyer shall have the further right to object by providing a new Objection Notice as provided above or (ii) retaining the Valuation Consultant to determine whether the proposed Assumed Volume is reasonable. In the event the Valuation Consultant is so retained and determines that said proposed Assumed Volume is reasonable, Buyer shall be deemed to have consented to said Assumed Volume and shall pay all costs and expenses of said Valuation Consultant. Otherwise, said costs and expenses shall be paid by Seller. Notwithstanding the foregoing, Seller may convey during the Term hereof up to 7,000 acres of the Timberlands free and clear of the obligations of this Agreement (the “Exempt Acres”), provided that Seller is able to supply the volume of Timber required to be supplied hereunder from the remaining portion of the Timberlands. Buyer agrees to execute any and all documentation requested by Seller in order to evidence the release of the Exempt Acres from this Agreement.

Assignment by Seller. (a) Except as provided in this Section 11.110.2, this Agreement may not be assigned by Seller in whole or in part. Notwithstanding the foregoing, at any time during the Term, Seller may assign this Agreement (i) to any lender or lenders as security for obligations to such lender or lenders in respect to financing arrangements of Seller or any Affiliate thereof with such lender or lenders, or (ii) upon prior written notice to Buyer, to any Person that is and at all times remains an Affiliate of Seller or that merges or consolidates with or into Seller or that acquires all or substantially all of the Timberlands. (b) Notwithstanding any other provision of this Agreement to the contrary, Buyer and Seller acknowledge and agree that Seller shall not be prohibited from selling all or any portion of the Timberlands, provided that any such sale of the Timberlands shall be made subject to the terms of this Agreement and the obligation to supply the applicable portion of Timber timber volumes required hereunder. Upon any sale of a portion of the Timberlands, the purchaser of said portion of the Timberlands (“New Owner”) shall assume the obligation to supply a portion of the Timber timber volumes to be supplied hereunder, said portion of the Timber timber volumes (“Assumed Volume”) to be agreed to by Seller and said New Owner, subject to Buyer’s consent to such volume allocation, which consent shall not be unreasonably withheld or delayed. Upon such assumption by said New Owner, Seller’s obligations to supply Timber Products hereunder shall be reduced by the volumes assumed by said New Owner, and Seller shall thereafter have no obligation or liability with respect to said assumed volumes or with respect to the portion of the Timberlands so conveyed. At the request of Seller, upon any such sale to a New Owner Buyer shall execute an amendment to this Agreement acknowledging the foregoing. Furthermore, upon request of Seller or Buyer, upon such sale to a New Owner, Buyer and such New Owner shall enter into a separate Stumpage Agreement fiber supply agreement on the same terms and conditions as contained in this Agreement (or such other terms as Buyer and such New Owner shall mutually agree) except for the portion of the Timberlands covered thereby and the volume of Timber Products to be supplied thereunder. In the event Buyer objects to any proposed Assumed Volume, Buyer shall provide written notice of the same to Seller within fifteen (15) days of notice to Buyer of said proposed Assumed Volume (“Objection Notice”), said Objection Notice to include a detailed explanation of the basis for said objection. Failure by Buyer to timely provide said Objection Notice shall be deemed to constitute the consent of Buyer to said proposed Assumed Volume. In the event Buyer timely provides an Objection Notice, Seller shall have the option of (i) revising said proposed Assumed Volume, in which case Buyer shall have the further right to object by providing a new Objection Notice as provided above or (ii) retaining the Valuation Consultant to determine whether the proposed Assumed Volume is reasonable. In the event the Valuation Consultant is so retained and determines that said proposed Assumed Volume is reasonable, Buyer shall be deemed to have consented to said Assumed Volume and shall pay all costs and expenses of said Valuation Consultant. Otherwise, said costs and expenses shall be paid by Seller. Notwithstanding the foregoing, Seller may convey during the Term hereof up to 7,000 8,000 acres of the Timberlands free and clear of the obligations of this Agreement (the “Exempt Acres”), provided that Seller is able to supply the volume of Timber Products required to be supplied hereunder from the remaining portion of the Timberlands. Buyer agrees to execute any and all documentation requested by Seller in order to evidence the release of the Exempt Acres from this Agreement.

Assignment by Seller. (a) Except as provided in this Section 11.1, this Agreement may not be assigned by Seller in whole or in part. Notwithstanding the foregoing, at any time during the Term, Seller may assign this Agreement (i) to any lender or lenders as security for obligations to such lender or lenders in respect to financing arrangements of Seller or any Affiliate thereof with such lender or lenders, or (ii) upon prior written notice to Buyer, to any Person that is and at all times remains an Affiliate of Seller or that merges or consolidates with or into Seller or that acquires all or substantially all of the Timberlands. (b) Notwithstanding any other provision of this Agreement to the contrary, Buyer and Seller acknowledge and agree that Seller shall not be prohibited from selling all or any portion of the Timberlands, provided that any such sale of the Timberlands shall be made subject to the terms of this Agreement and the obligation to supply the applicable portion of Timber volumes required hereunder. Upon any sale of a portion of the Timberlands, the purchaser of said portion of the Timberlands (“New Owner”) shall assume the obligation to supply a portion of the Timber volumes to be supplied hereunder, said portion of the Timber volumes (“Assumed Volume”) to be agreed to by Seller and said New Owner, subject to Buyer’s consent to such volume allocation, which consent shall not be unreasonably withheld or delayed. Upon such assumption by said New Owner, Seller’s obligations to supply Timber hereunder shall be reduced by the volumes assumed by said New Owner, and Seller shall thereafter have no obligation or liability with respect to said assumed volumes or with respect to the portion of the Timberlands so conveyed. At the request of Seller, upon any such sale to a New Owner Buyer shall execute an amendment to this Agreement acknowledging the foregoing. Furthermore, upon request of Seller or Buyer, upon such sale to a New Owner, Buyer and such New Owner shall enter into a separate Stumpage Agreement on the same terms and conditions as contained in this Agreement (or such other terms as Buyer and such New Owner shall mutually agree) except for the portion of the Timberlands covered thereby and the volume of Timber to be supplied thereunder. In the event Buyer objects to any proposed Assumed Volume, Buyer shall provide written notice of the same to Seller within fifteen (15) days of notice to Buyer of said proposed Assumed Volume (“Objection Notice”), said Objection Notice to include a detailed explanation of the basis for said objection. Failure by Buyer to timely provide said Objection Notice shall be deemed to constitute the consent of Buyer to said proposed Assumed Volume. In the event Buyer timely provides an Objection Notice, Seller shall have the option of (i) revising said proposed Assumed Volume, in which case Buyer shall have the further right to object by providing a new Objection Notice as provided above or (ii) retaining the Valuation Consultant to determine whether the proposed Assumed Volume is reasonable. In the event the Valuation Consultant is so retained and determines that said proposed Assumed Volume is reasonable, Buyer shall be deemed to have consented to said Assumed Volume and shall pay all costs and expenses of said Valuation Consultant. Otherwise, said costs and expenses shall be paid by Seller. Notwithstanding the foregoing, Seller may convey during the Term hereof up to 7,000 15,000 acres of the Timberlands Timberlands, except for Pine Plantations that have or will have volume that continues to be available for harvesting during the Term of this Agreement (in which case such Plantations maybe sold only if the requirements concerning an allocation of volume to such purchaser and the New Owner entering into a stumpage agreement with Buyer as otherwise provided in this Section 11.1(b have been satisfied), free and clear of the obligations of this Agreement (the “Exempt Acres”), provided that Seller is able to supply the volume of Timber required to be supplied hereunder from the remaining portion of the Timberlands. Buyer agrees to execute any and all documentation requested by Seller in order to evidence the release of the Exempt Acres from this Agreement.

Assignment by Seller. Without Buyer’s prior written consent, Seller shall not assign this Agreement or its rights hereunder or assign or transfer control of any of the Units or the Project (a) Except without limiting the “change of control” provision included below), in each case including to Affiliates and including direct and indirect transfers and assignments (except as provided permitted below). Buyer’s consent in each case set forth above in this Section 11.114.5(a) shall not be unreasonably withheld upon a showing of the proposed assignee’s technical and financial capability to fulfill the requirements of Seller under this Agreement, as determined by Buyer in its reasonable discretion; provided that Seller shall not, in any event, assign this Agreement may or its rights hereunder without simultaneously assigning or transferring all of the Units and the Project to the same assignee, which assignee shall retain control of the Project during the Contract Term, except in the case of a further assignment pursuant to the terms hereof (including the restrictions set forth herein). Transfer of any ownership interests in Seller to an institutional investor for purposes of allowing such institutional investor to claim PTCs (a “Tax Investor”) for electrical energy produced by the Project and sold by Seller pursuant to which such Tax Investor shall not have ordinary control over the management of Seller (and further transfers of such ownership interests by such Tax Investors) shall not be assigned treated as an assignment of the Agreement for purposes of any such consent requirement. Change in the ownership of, or the ownership interests in, Seller shall not be treated as an assignment of the Agreement; provided, however, Seller shall obtain Buyer’s prior written consent (not to be unreasonably withheld) to Changes of Control, such consent to be granted upon a showing that such Change in Control does not materially adversely affect Seller’s creditworthiness or qualification to perform Seller’s obligations under the Agreement; provided, however, that a Change of Control caused by a transfer of Ownership Interests (i) to an entity with gross assets of at least $10 billion (giving effect to the balance sheet value of the Project and adjusted by the Consumer Price Index from the Execution Date), or (ii) to a Xxxxxxx & Xxxxx Wind Partners Limited (an Australian Company) controlled infrastructure related fund which controls the ability to manage the Project, or (iii) in connection with a public offering on the New York, London, NASDAQ, AIM or similar exchange shall not require approval of the Buyer if such transfer in each case does not reduce the technical or financial ability of Seller in whole or in partto fulfill its obligations under the Agreement. Notwithstanding the foregoing, at any time during the Termbut subject to Section 8.3, Seller may may, without relieving itself from liability hereunder, transfer, sell, pledge, encumber or assign the Units, the Project, this Agreement (i) to any lender or lenders the accounts, revenues or proceeds under the Agreement as security for obligations to such lender or lenders in respect to the project financing arrangements of Seller or for the Project. In connection with any Affiliate thereof with such lender or lenders, or (ii) upon prior written notice to Buyer, to any Person that is and at all times remains an Affiliate of Seller or that merges or consolidates with or into Seller or that acquires all or substantially all of the Timberlands. (b) Notwithstanding any other provision of this Agreement assignment made pursuant to the contraryprevious sentence, Buyer and Seller acknowledge and agree that Seller shall not be prohibited from selling all or any portion of the Timberlands, provided that any such sale of the Timberlands shall be made subject to the terms of this Agreement and the obligation to supply the applicable portion of Timber volumes required hereunder. Upon any sale of a portion of the Timberlands, the purchaser of said portion of the Timberlands (“New Owner”) shall assume the obligation to supply a portion of the Timber volumes to be supplied hereunder, said portion of the Timber volumes (“Assumed Volume”) to be agreed to by Seller and said New Owner, subject to Buyer’s consent to such volume allocation, which consent shall not be unreasonably withheld or delayed. Upon such assumption by said New Owner, Seller’s obligations to supply Timber hereunder shall be reduced by the volumes assumed by said New Owner, and Seller shall thereafter have no obligation or liability with respect to said assumed volumes or with respect to the portion of the Timberlands so conveyed. At at the request of Seller, upon any such sale to a New Owner Buyer shall execute a consent to assignment in form and substance reasonably satisfactory to Buyer and the Senior Secured Lenders that incorporates terms and conditions customary in a project finance transaction of this type, but Buyer shall not be obligated to enter into any consent which shall adversely affect Buyer’s rights hereunder (including those under Section 8.3); and provided further, Seller shall be responsible for Buyer’s reasonable documented costs associated with review, negotiation, execution and delivery of such documents, including attorneys’ fees. Upon any permitted assignment of Seller’s rights, duties and obligations under the Agreement by an amendment assignee under this Section 14.5(a) (other than for financing purposes, as described herein), such assignee shall agree in a writing in form and substance reasonably acceptable to this Agreement acknowledging Buyer to assume and be bound by the foregoing. Furthermoreterms and conditions hereof, upon request including all of Seller or Seller’s rights, duties, obligations and liabilities hereunder, and confirm to Buyer’s reasonable satisfaction that all Collateral required hereunder shall remain in full force and effect, and, upon such sale to a New Owner, Buyer and such New Owner shall enter into a separate Stumpage Agreement on the same terms and conditions as contained assumption in this Agreement (or such other terms as Buyer and such New Owner shall mutually agree) except for the portion of the Timberlands covered thereby and the volume of Timber to be supplied thereunder. In the event Buyer objects to any proposed Assumed Volume, Buyer shall provide written notice of the same to Seller within fifteen (15) days of notice to Buyer of said proposed Assumed Volume (“Objection Notice”), said Objection Notice to include a detailed explanation of the basis for said objection. Failure by Buyer to timely provide said Objection Notice shall be deemed to constitute the consent of Buyer to said proposed Assumed Volume. In the event Buyer timely provides an Objection Noticefull, Seller shall have the option of (i) revising said proposed Assumed Volume, in which case Buyer shall have the further right to object by providing a new Objection Notice as provided above or (ii) retaining the Valuation Consultant to determine whether the proposed Assumed Volume is reasonable. In the event the Valuation Consultant is so retained be released and determines that said proposed Assumed Volume is reasonable, Buyer shall be deemed to have consented to said Assumed Volume and shall pay all costs and expenses of said Valuation Consultant. Otherwise, said costs and expenses shall be paid by Seller. Notwithstanding the foregoing, Seller may convey during the Term hereof up to 7,000 acres of the Timberlands free and clear of the obligations of this Agreement (the “Exempt Acres”), provided that Seller is able to supply the volume of Timber required to be supplied hereunder from the remaining portion of the Timberlands. Buyer agrees to execute any and all documentation requested by Seller in order to evidence the release of the Exempt Acres discharged from this Agreement. Seller shall provide Buyer such information as Buyer may reasonably request to determine such technical and financial ability including investment guidelines and other relevant information related to an assignee under this section.

Assignment by Seller. (a) Except as provided in this Section 11.1, this Agreement may not be assigned by Seller in whole or in part. Notwithstanding the foregoing, at any time during the Term, Seller may assign this Agreement (i) to any lender or lenders as security for obligations to such lender or lenders in respect to financing arrangements of Seller or any Affiliate thereof with such lender or lenders., or (ii) upon prior written notice to BuyerNeenah, to any Person that is and at all times remains an Affiliate of Seller or that merges merges, amalgamations or consolidates with or into Seller or that acquires all or substantially all of the Timberlands. (b) Notwithstanding any other provision of this Agreement to the contrary, Buyer Neenah and Seller acknowledge and agree that Seller (or any entity comprising Seller) shall not be prohibited from selling all or any portion of the Timberlands, provided that any such sale of the Timberlands shall be made subject to the terms of this Agreement and the obligation to supply all of Seller’s obligations hereunder respecting the applicable portion of Timber Qualifying Stumpage volumes required hereunder. Seller (or any entity comprising Seller) shall be able to sell a portion of the Timberlands pursuant this Section 11.1 (b) no more than three (3) times during the Term of the Agreement. Upon any sale of a portion of the Timberlands, the purchaser of said portion of the Timberlands (“New Owner”) shall assume the obligation to supply a portion of the Timber volumes Annual Purchase Amount to be supplied hereunder, said portion of the Timber Qualifying Stumpage volumes (“Assumed Volume”) to be agreed to by Seller and said New Owner, subject to BuyerNeenah’s consent to such volume allocation, which consent shall not be unreasonably withheld or delayed. Upon such assumption by said New Owner, Seller’s obligations to supply Timber Annual Purchase Amount hereunder shall be reduced by the volumes assumed by said New OwnerAssumed Volume, and Seller shall thereafter have no obligation or liability with respect to said assumed volumes Assumed Volume or with respect to the portion of the Timberlands so conveyed. . (c) At the request of Seller, upon any such sale to a New Owner Buyer Owner, Neenah shall execute an amendment to this Agreement acknowledging the foregoing. Furthermore, upon request of Seller or BuyerNeenah, upon such sale to a New Owner, Buyer Neenah and such New Owner shall enter into a separate Stumpage Fiber Supply Agreement on the same terms and conditions as contained in this Agreement (or such other terms as Buyer and such New Owner shall mutually agree) except for the portion of the Timberlands covered thereby and the volume of Timber Qualifying Stumpage to be supplied thereunder. In the event Buyer Neenah objects to any proposed Assumed Volume, Buyer Neenah shall provide written notice of the same to Seller within fifteen (15) days of notice to Buyer Neenah of said proposed Assumed Volume (“Objection Notice”), said Objection Notice to include a detailed explanation of the basis for said objection. Failure by Buyer to timely provide said Objection Notice shall be deemed to constitute the consent of Buyer to said proposed Assumed Volume. In the event Buyer Neenah timely provides an Objection Notice, Seller shall have the option of (ia) revising said proposed Assumed Volume, in which case Buyer Neenah shall have the further right to object by providing a new Objection Notice as provided above or (iib) retaining the Valuation Assumed Volume Consultant to determine whether the proposed Assumed Volume is reasonable. In the event the Valuation Assumed Volume Consultant is so retained and determines that said proposed Assumed Volume is reasonable, Buyer Neenah shall be deemed to have consented to said Assumed Volume and shall pay all costs and expenses of said Valuation Assumed Volume Consultant. Otherwise, said costs and expenses shall be paid by Seller. . (d) Notwithstanding the foregoing, Seller may convey during the Term hereof up to 7,000 acres of the Timberlands free and clear of from the obligations of this Agreement (i) during the “Exempt Acres”), provided that Seller is able Term up to supply the volume of Timber required to be supplied hereunder from the remaining portion twelve percent (12%) of the Timberlandsacreage of the Timberlands on an aggregate basis. Buyer agrees Neenah agrees, upon request, to execute any and all documentation reasonable instrument or instruments requested by Seller to confirm the same. (e) Subject only to the provisions of the following sentence, the rights of Neenah under this Agreement shall be and are subject and subordinate at all times to the lien of any and all mortgages, security deeds, deeds to secure debt or loan deeds in order any amount or amounts whatsoever now or hereafter placed on Seller’s interest in the Timberlands (or any portion thereof) (collectively, a “Seller’s Mortgage”). Notwithstanding the foregoing, Seller acknowledges and agrees that Neenah’s subordination to a Seller’s Mortgage shall be conditioned upon Seller obtaining from the holder of such Seller’s Mortgage (a “Seller’s Mortgagee”) an agreement in writing that for so long as Neenah is not in default under this Agreement beyond any applicable notice and cure periods, the holder of such Seller’s Mortgage shall recognize Neenah’s rights to purchase Timber under this Agreement. Although such subordinations shall be self-operative, Neenah shall execute within ten (10) business days of request by Seller such further reasonable instruments confirming such subordinations as may be requested by Seller, including, but not limited to, a Subordination, Non-Disturbance and Attornment Agreement. If any such Seller’s Mortgage shall be foreclosed, upon request of the mortgagee or the purchaser at foreclosure, Neenah shall attorn to the purchaser at any such foreclosure sale (or purchaser by deed in lieu of foreclosure) and recognize such purchaser as Seller under this Agreement and will execute such reasonable instruments as may be necessary or appropriate to evidence the release such attornment. Notwithstanding any of the Exempt Acres from above, Neenah agrees that Seller or its successor in interest shall have the right to declare this AgreementAgreement prior and superior to any such Seller’s Mortgage, and Neenah agrees, upon request, to execute any reasonable instrument or instruments requested by Seller or such Seller’s Mortgagee to confirm same. The holder or holders of any such Seller’s Mortgage are hereby made third party beneficiaries to this Agreement for the purposes of this Section 11. No advance notice to, or consent from, Neenah with respect to an acquisition of the Timberlands (or any portion thereof) or this Agreement by any Seller’s Mortgagee through foreclosure, deed in lieu of foreclosure or any other remedial actions (or transfers in lieu of such remedial actions) shall be required.

Assignment by Seller. (a) Except as provided in this Section 11.110.03, this Agreement may not be assigned by Seller in whole or in part. Notwithstanding the foregoing, at any time during the Term, Seller may assign this Agreement (i) to any lender or lenders as security for obligations to such lender or lenders in respect to financing arrangements of Seller or any Affiliate thereof with such lender or lenders, or (ii) Agreement: upon prior written notice to Buyer, to any Person (i) (1) that is and at all times remains an Affiliate or subsidiary of Seller Seller, or that merges or consolidates with or into Seller Seller, or that acquires all or substantially all of the assets of Seller or (2) that is a third party purchaser for value of the Timberlands. , or any portion thereof, and (bii) Notwithstanding any other provision that assumes all liabilities and obligations of Seller under this Agreement pursuant to an instrument in form and substance reasonably satisfactory to Buyer. In addition to the contraryforegoing, Buyer Seller may assign this Agreement as security for obligations to any lender in respect of financial arrangements of Seller. In the event of any assignment or assumption contemplated by clauses (1) and (2) above, with respect to whom all liabilities and obligations of Seller acknowledge and agree that under this Agreement are expressly assumed in writing, Seller shall be released from any and all liability under this Agreement that accrues prior to the date of such assignment and assumption; provided, however, any such release of Seller shall be conditioned upon there being provided to Buyer reasonable assurances that Seller's assignee (or an agent or contractor of such assignee) is capable of performing Seller's duties and obligations under this Agreement and such assignee has agreed to perform such duties and obligations. Seller hereby covenants and agrees that it shall not be prohibited from selling sell or transfer its interest in the Timber or the Timberlands in violation of the provisions of those certain promissory notes more particularly identified and described on Exhibit E attached hereto and incorporated herein by this reference, so long as any of such promissory notes remained issued and outstanding, nor shall Seller sell all or any portion of the Timberlands, provided that any such sale Timberlands the effect of which would have a material adverse effect on the Timberlands shall be made subject to the terms of this Agreement and the obligation to supply the applicable portion geographic mix of Timber volumes required hereunder. Upon any sale of a portion of the Timberlands, the purchaser of said portion of the Timberlands (“New Owner”) shall assume the obligation to supply a portion of the Timber volumes to be supplied hereunder, said portion of the Timber volumes (“Assumed Volume”) to be agreed to by Seller and said New Owner, subject to Buyer’s consent to such volume allocation, which consent shall not be unreasonably withheld or delayed. Upon such assumption by said New Owner, Seller’s obligations to supply Timber hereunder shall be reduced by the volumes assumed by said New Owner, and Seller shall thereafter have no obligation or liability with respect to said assumed volumes or with respect to the portion region within which such Timber or Tracts are located. Any purported assignment of the Timberlands so conveyed. At the request of Seller, upon any such sale to a New Owner Buyer shall execute an amendment to this Agreement acknowledging the foregoing. Furthermore, upon request of Seller or Buyer, upon such sale to a New Owner, Buyer and such New Owner shall enter into a separate Stumpage Agreement on the same terms and conditions as contained in this Agreement (or such other terms as Buyer and such New Owner shall mutually agree) except for the portion of the Timberlands covered thereby and the volume of Timber to be supplied thereunder. In the event Buyer objects to any proposed Assumed Volume, Buyer shall provide written notice of the same to Seller within fifteen (15) days of notice to Buyer of said proposed Assumed Volume (“Objection Notice”), said Objection Notice to include a detailed explanation of the basis for said objection. Failure by Buyer to timely provide said Objection Notice shall be deemed to constitute the consent of Buyer to said proposed Assumed Volume. In the event Buyer timely provides an Objection Notice, Seller shall have the option of (i) revising said proposed Assumed Volume, in which case Buyer shall have the further right to object by providing a new Objection Notice as provided above or (ii) retaining the Valuation Consultant to determine whether the proposed Assumed Volume is reasonable. In the event the Valuation Consultant is so retained and determines that said proposed Assumed Volume is reasonable, Buyer shall be deemed to have consented to said Assumed Volume and shall pay all costs and expenses of said Valuation Consultant. Otherwise, said costs and expenses shall be paid by Seller. Notwithstanding the foregoing, Seller may convey during the Term hereof up to 7,000 acres of the Timberlands free and clear of the obligations transfer of this Agreement (the “Exempt Acres”), provided that Seller is able to supply the volume in violation of Timber required to this Section 10.04(a) shall be supplied hereunder from the remaining portion void and of the Timberlands. Buyer agrees to execute any and all documentation requested by Seller in order to evidence the release of the Exempt Acres from this Agreementno force or effect.

Assignment by Seller. (a) Except as otherwise provided in Section 6.4(a) or this Section 11.18.1, this Agreement may not be assigned by Seller in whole or in part. Notwithstanding the foregoing, at any time during the Termand subject to this Section 8.1, Seller may assign all of its rights and obligations under this Agreement Agreement, with prior written notice to Purchaser: (i) to any lender or lenders as security for obligations to such lender or lenders in respect to financing arrangements of Seller or any Affiliate thereof with such lender or lendersPerson who is and at all times during the Term remains controlled by Seller, or (ii) upon prior written notice to Buyer, to any Person that is and at all times remains an Affiliate of Seller or that merges or consolidates with or into Seller or that who acquires all or substantially all of the Timberlands. (b) Notwithstanding any other provision of this Agreement to the contrary, Buyer and Seller acknowledge and agree that Seller shall not be prohibited from selling all or any portion of the Timberlands, provided that any such sale of the Timberlands shall be made subject to the terms of this Agreement and the obligation to supply the applicable portion of Timber volumes required hereunder. Upon any sale of a portion of the Timberlands, the purchaser of said portion substantial part of the Timberlands (“New Owner”whether through an asset sale or a merger) shall assume and who assumes all of the liabilities and obligations of Seller under this Agreement (including, without limitation, the obligation of Seller (together with any purchasers of Timberlands who have assumed the obligations of Seller pursuant to Section 6.4(a)) to supply a portion the Committed Volume of Pine Products and the Timber volumes to be supplied hereunder, said portion obligations of the Timber volumes (“Assumed Volume”Seller under Section 2.1(e) to be agreed to by Seller and said New Owner, subject to Buyer’s consent to such volume allocation, which consent shall not be unreasonably withheld or delayed. Upon such assumption by said New Owner, Seller’s obligations to supply Timber hereunder shall be reduced by the volumes assumed by said New Owner, and Seller shall thereafter have no obligation or liability with respect to said assumed volumes or Section 2.3 with respect to the portion Timberlands so acquired from Seller); provided, however, that in no event shall any such obligations assumed by any such Person apply to or cover any timberlands then or thereafter owned or controlled by such Person other than the Timberlands so acquired from Seller. No such assignment or assumption pursuant to Section 8.1(i) shall in any way affect the liabilities or obligations of Seller under this Agreement, and in the event of any such assignment or assumption, Seller shall remain fully liable for its liabilities and obligations under this Agreement. Upon any assignment and assumption pursuant to Section 8.1(ii), Seller automatically shall be released from all of its obligations under this Agreement; provided, however, that thereafter until the fifteenth anniversary of the Effective Date (or such earlier date on which this Agreement is terminated), Seller shall not sell any Pine Pulpwood or Hardwood Pulpwood meeting the Pine Pulpwood Quality Specifications (other than Pine Pulpwood described in the last sentence of Section 2.1(e)) or the Hardwood Pulpwood Quality Specifications, respectively, from any of the Timberlands so conveyed. At Seller continues to own or control (including, without limitation, any Timberlands it thereafter acquires or controls) to any Person other than Purchaser unless: (x) such Pulpwood is being sold to the request of Person who has assumed Seller, upon any such sale ’s rights and obligations under this Agreement pursuant to a New Owner Buyer shall execute an amendment this Section 8.1 for resale to Purchaser pursuant to this Agreement acknowledging as part of the foregoingCommitted Volume of Pine Products, or (y) Seller has first offered such Pine Pulpwood or Hardwood Pulpwood, as the case may be, to Purchaser at prices determined as provided in Article 4 (or, if Seller elects not to sell such Products on a delivered basis, at the Stumpage Price determined as provided in Article 4), and Purchaser elects not to accept such offer. FurthermoreIf Purchaser elects to accept the offer referred to in clause (y) of the preceding sentence, upon request of Seller may sell the Pine Pulpwood or Buyer, upon Hardwood Pulpwood subject to such sale offer directly to a New Owner, Buyer and Purchaser or to another Person who is obligated in turn to sell all such New Owner shall enter into a separate Stumpage Agreement on the same terms and conditions Pine Pulpwood or Hardwood Pulpwood to Purchaser at prices determined as contained provided in this Agreement (or such other terms as Buyer and such New Owner shall mutually agree) except Article 4. The purchase price for the portion of the Timberlands covered thereby and the volume of Timber to be supplied thereunder. In the event Buyer objects to any proposed Assumed Volume, Buyer shall provide written notice of the same to Seller within fifteen (15) days of notice to Buyer of said proposed Assumed Volume (“Objection Notice”), said Objection Notice to include a detailed explanation of the basis for said objection. Failure by Buyer to timely provide said Objection Notice shall be deemed to constitute the consent of Buyer to said proposed Assumed Volume. In the event Buyer timely provides an Objection Notice, Seller shall have the option of (i) revising said proposed Assumed Volume, in which case Buyer shall have the further right to object by providing a new Objection Notice as provided above or (ii) retaining the Valuation Consultant to determine whether the proposed Assumed Volume is reasonable. In the event the Valuation Consultant is so retained and determines that said proposed Assumed Volume is reasonable, Buyer shall be deemed to have consented to said Assumed Volume and shall pay all costs and expenses of said Valuation Consultant. Otherwise, said costs and expenses foregoing Products shall be paid by Selleras provided in Section 4.4, and the Products shall comply with the warranties set forth in Section 4.7 and the last sentence of Section 6.3. Notwithstanding the foregoing, Seller may convey during the Term hereof up to 7,000 acres of the Timberlands free and clear of the obligations Any purported assignment or transfer of this Agreement (in violation of this Section 8.1 shall be void and of no force or effect. Nothing in this Section 8.1 shall limit the “Exempt Acres”), provided that obligation of Seller is able to supply the volume of Timber required to be supplied hereunder from the remaining portion of the Timberlands. Buyer agrees to execute any and all documentation requested by Seller in order to evidence the release of the Exempt Acres from this Agreementcomply with Section 6.4.

Assignment by Seller. (aA) Except as provided Seller shall not sell, exchange or otherwise transfer the Facility or any material portion thereof to any third party, nor shall Seller undergo any Change of Control (whether voluntary or by operation of law), absent the prior written consent of Company which may be given or withheld by the Company in this Section 11.1, this Agreement may not be assigned by Seller in whole or in partits sole discretion. Notwithstanding the foregoingforegoing sentence, in no event shall Company have any obligation to provide any consent under this Section unless: 1. Seller has complied with Sections 19.3 and 19.4, if and as applicable; 2. Seller has provided to Company such information concerning the transferee’s direct and indirect ownership as Company reasonably requests; 3. the transferee has substantial experience in the operation of power generation facilities akin to the Facility, either directly, through its affiliates or through an operator acceptable to Company; 4. the transferee (together with its parents and affiliates) enjoys an Investment Grade Credit Rating or other creditworthiness satisfactory to Company; 5. Seller has provided to Company at least sixty (60) Days’ prior notice of the transaction; and 6. Seller pays or reimburses Company for the direct expenses (including the fees and expenses of counsel) incurred by Company in connection with the transaction. (B) Any Change of Control or sale, transfer, or assignment of any time during interest in the TermFacility effected without fulfilling the requirements of this PPA shall be null, void and a breach of this PPA. (C) Seller may assign this Agreement PPA to any successor owner of the Facility only when such successor assumes all obligations of Seller (accrued and prospective) hereunder via a writing satisfactory to Company in Company’s sole discretion. Seller also may, subject to Company’s prior written consent, (i) assign this PPA for collateral purposes to any lender or lenders as security for obligations to such lender or lenders in respect to financing arrangements of Seller or any Affiliate thereof with such lender or lendersFacility Lender, or and (ii) upon prior written notice to Buyer, to any Person that is and at all times remains an Affiliate of Seller subcontract some or that merges or consolidates with or into Seller or that acquires all or substantially all of the Timberlandsits duties under this PPA. (bD) Notwithstanding any other provision of Except as permitted in this Agreement to the contrarySection 19.1, Buyer and Seller acknowledge and agree that Seller shall may not be prohibited from selling all assign this PPA or any portion hereof. No assignment shall relieve Seller of the Timberlandsits obligations under this PPA, provided that nor impair any security posted by Seller unless such sale of the Timberlands shall be made subject to the terms of security is replaced in accordance with Article 11. Before this Agreement and the obligation to supply the applicable portion of Timber volumes required hereunder. Upon any sale of a portion of the TimberlandsPPA is assigned by Seller, the purchaser of said portion of the Timberlands (“New Owner”) shall assume the obligation to supply a portion of the Timber volumes to assignee must first obtain such approvals as may be supplied hereunder, said portion of the Timber volumes (“Assumed Volume”) to be agreed to required by Seller and said New Owner, subject to Buyer’s consent to such volume allocation, which consent shall not be unreasonably withheld or delayed. Upon such assumption by said New Owner, Seller’s obligations to supply Timber hereunder shall be reduced by the volumes assumed by said New Owner, and Seller shall thereafter have no obligation or liability with respect to said assumed volumes or with respect to the portion of the Timberlands so conveyed. At the request of Seller, upon any such sale to a New Owner Buyer shall execute an amendment to this Agreement acknowledging the foregoing. Furthermore, upon request of Seller or Buyer, upon such sale to a New Owner, Buyer and such New Owner shall enter into a separate Stumpage Agreement on the same terms and conditions as contained in this Agreement (or such other terms as Buyer and such New Owner shall mutually agree) except for the portion of the Timberlands covered thereby and the volume of Timber to be supplied thereunder. In the event Buyer objects to any proposed Assumed Volume, Buyer shall provide written notice of the same to Seller within fifteen (15) days of notice to Buyer of said proposed Assumed Volume (“Objection Notice”), said Objection Notice to include a detailed explanation of the basis for said objection. Failure by Buyer to timely provide said Objection Notice shall be deemed to constitute the consent of Buyer to said proposed Assumed Volume. In the event Buyer timely provides an Objection Notice, Seller shall have the option of (i) revising said proposed Assumed Volume, in which case Buyer shall have the further right to object by providing a new Objection Notice as provided above or (ii) retaining the Valuation Consultant to determine whether the proposed Assumed Volume is reasonable. In the event the Valuation Consultant is so retained and determines that said proposed Assumed Volume is reasonable, Buyer shall be deemed to have consented to said Assumed Volume and shall pay all costs and expenses of said Valuation Consultant. Otherwise, said costs and expenses shall be paid by Seller. Notwithstanding the foregoing, Seller may convey during the Term hereof up to 7,000 acres of the Timberlands free and clear of the obligations of this Agreement (the “Exempt Acres”), provided that Seller is able to supply the volume of Timber required to be supplied hereunder from the remaining portion of the Timberlands. Buyer agrees to execute any and all documentation requested by Seller in order to evidence the release of the Exempt Acres from this Agreementapplicable Governmental Authorities.