Common use of Assignment of Agreement and Product Orders Clause in Contracts

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement with Buyer through the ABP. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABP, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) with respect to such Designated System(s). For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 and Exhibit C-6, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement Agreementagreement with Buyer through the ABPSFA. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABPSFA, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP SFA Agreement with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP SFA with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP SFA with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) Account with respect to such Designated System(s)this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 C-4 and Exhibit C-6C-5, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement agreement with Buyer through the ABP. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Notwithstanding any of the foregoing, if a Product Order includes a Designated System that is in the Equity Eligible Contractor Category, as indicated in Schedule A (and Schedule B, if applicable) to the Product Order that is applicable to such Designated System, Seller may not transfer or assign such Product Order to an entity that is not an Equity Eligible Contractor, prior to the date that is six (6) years after the verification of Seller’s ABP Part II Application. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABP, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 of this Agreement. Further, in the case of Performance Assurance in the form of a Letter of Credit for an assignment of this Agreement by Seller to an Affiliate of Seller, the posting of the replacement Performance Assurance may take the form of a new replacement Letter of Credit or an amendment to the current Letter of Credit. For the avoidance of doubt, and notwithstanding any express or deemed release of Seller, in the case of a partial assignment involving the transfer of one or more Product Orders, (i) Seller shall remain responsible for any payment (including a Drawdown Payment) in respect of the Designated Systems in those Product Order(s) that is determined prior to the effectiveness of an assignment to be due, and Seller’s Performance Assurance in respect of those Product Orders shall not transfer to assignee unless and until the payment is paid, and (ii) the assignee shall be responsible for any payment (including a Drawdown Payment) in respect of the Designated Systems in those Product Order(s) that is determined on or after the effectiveness of the assignment to be due. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement agreement of the same contract type with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP with Buyer. For avoidance of doubt, any assignment by Xxxxxx, regardless of whether the assignment made by Seller requires the consent of Buyer, must be made to an assignee with an ABP agreement with Buyer of the same contract type. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by SellerXxxxxx, a Surplus RECs shall remain REC Account associated with this Agreement; provided, a Designated System that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance part of the Surplus RECs would assignment shall also transfer and such assignee would assume such Surplus REC Account(s) Account associated with respect to such Designated System(s)System. For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 C-4 and Exhibit C-6C-5, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later greaterlater of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Collateralinitial Performance Assurance Requirement associated with all Designated Systems in Seller’s the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement REC Contractagreement with Buyer through the ABP. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment assignment, and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify notify: the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABP, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 7.14.3 of this Agreement. of this Agreement. Further, in the case of Performance Assurance in the form of a Letter of Credit for an assignment of this Agreement by Seller to an Affiliate of Seller, the posting of the replacement Performance Assurance may take the form of a new replacement Letter of Credit or an amendment to the current Letter of Credit. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement REC Contractagreement of the same contract type with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement REC Contractagreement under the ABP with Buyer, with the portion of the performance assurance requirement Amountrequirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement Amountrequirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement REC Contractagreement under the ABP with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to the Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to the Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this the Master Agreement that included the Designated Systems having produced such Surplus RECsthis Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) with respect to such Designated System(s)System(s).this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 and Exhibit C-6, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Exhibit A, Schedule A to Exhibit A, Schedule B to Exhibit A (if applicable),) and Schedule C to the Exhibit Athe Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later greaterlater of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Collateralinitial Performance Assurance Requirement associated with all Designated Systems in Seller’s the Product Orders proposed for assignment Assignmentassignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement REC ContractAgreement with Buyer through the ABP. In the case of an assignment made by Seller without the consent of XxxxxBuyer, Seller must notify the IPA and Buyer of any such assignment assignment, and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee.71 Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify notify: the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABP, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 4.37.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement REC ContractAgreement with Buyer, then any Product Order(s) so transferred will constitute product Product Orderproduct order(s) under such assignee’s existing agreement REC Contractagreement under the ABP with Buyer, with the portion of the performance Performance Assurance Amountperformance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance Performance Assurance Amountperformance assurance requirement applicable to such assignee’s entire portfolio of product Product Ordersproduct orders and the performance Performance Assurance Amountperformance assurance amount that has already been posted under such assignee’s existing agreement REC Contractagreement under the ABP with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to the Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to the Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) with respect to such Designated System(s). For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 and Exhibit C-6, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY72

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement agreement with Buyer through the ABP. In the case of an assignment made by Seller without the consent of XxxxxBuyer, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABP, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement agreement of the same contract type with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignmentassignment.35 Commented [SD12]: The partial sentence before the semicolon here is a bit challenging. 73 Based on §§ 1.8, 4.2(c), & 5.2 (and with or without some of my suggested edits related to this theme), Surplus RECs are to be identified, and then their eligibility for payment is to be determined, on a Designated System-specific basis. So if a Product Order is transferred to a new Approved Vendor, but the Surplus REC Accounts associated with included Designated Systems are not transferred, such Surplus RECs would be orphaned; the transferring Seller would have no way to use them. For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) Account with respect to such Designated System(s). For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 and Exhibit C-6, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement agreement with Buyer through the ABP. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABP, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 7.17.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement agreement of the same contract type with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 assignment.58 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) Account with respect to such Designated System(s)this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.113.113.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 and Exhibit C-6, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, 58 NTD: IPA Act Section 1-75(c)(1)(L)(x): “Contracts may be assignable, but only to entities first deemed by the Agency to have met program terms and requirements applicable to direct program participation. In developing contracts for the delivery of renewable energy credits, the Agency shall be permitted to establish fees applicable to each contract assignment.” Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.

Assignment of Agreement and Product Orders. ‌ This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement agreement with Buyer through the ABP. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABP, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement agreement of the same contract type with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 assignment.33 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) Account with respect to such Designated System(s)this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 and Exhibit C-6, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement agreement of the same contract type with Buyer through the ABP. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Notwithstanding any of the foregoing, if a Product Order includes a Designated System that is in the Equity Eligible Contractor Category, as indicated in Schedule A (and Schedule B, if applicable) to the Product Order that is applicable to such Designated System, Seller may not transfer or assign such Product Order to an entity that is not an Equity Eligible Contractor, prior to the date that is six (6) years after the verification of Seller’s ABP Part II Application. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABP, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 of this Agreement. Further, in the case of Performance Assurance in the form of a Letter of Credit for an assignment of this Agreement by Seller to an Affiliate of Seller, the posting of the replacement Performance Assurance may take the form of a new replacement Letter of Credit or an amendment to the current Letter of Credit. For the avoidance of doubt, and notwithstanding any express or deemed release of Seller, in the case of a partial assignment involving the transfer of one or more Product Orders, (i) Seller shall remain responsible for any payment (including a Drawdown Payment) in respect of the Designated Systems in those Product Order(s) that is determined prior to the effectiveness of an assignment to be due, and Seller’s Performance Assurance in respect of those Product Orders shall not transfer to assignee unless and until the payment is paid, and (ii) the assignee shall be responsible for any payment (including a Drawdown Payment) in respect of the Designated Systems in those Product Order(s) that is determined on or after the effectiveness of the assignment to be due. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement agreement of the same contract type with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP with Buyer. For avoidance of doubt, any assignment by Xxxxxx, regardless of whether the assignment made by Seller requires the consent of Buyer, must be made to an assignee with an ABP agreement with Buyer of the same contract type. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) Account with respect to such Designated System(s)this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 C-4 and Exhibit C-6C-5, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement with Buyer through the ABPSFA. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABPSFA, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP SFA Agreement with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP SFA with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP SFA with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) Account with respect to such Designated System(s)this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 C-4 and Exhibit C-6C-5, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later greaterlater of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Collateralinitial Performance Assurance Requirement associated with all Designated Systems in Seller’s the Product Orders proposed for assignment Assignmentassignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement REC ContractAgreement with Buyer through the ABPSFA. In the case of an assignment made by Seller without the consent of XxxxxBuyer, Seller must notify the IPA and Buyer of any such assignment assignment, and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify notify: the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABPSFA, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 4.37.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement SFA REC ContractAgreement with Buyer, then any Product Order(s) so transferred will constitute product Product Orderproduct order(s) under such assignee’s existing agreement REC Contractagreement under the ABP SFA with Buyer, with the portion of the performance Performance Assurance Amountperformance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance Performance Assurance Amountperformance assurance requirement applicable to such assignee’s entire portfolio of product Product Ordersproduct orders and the performance Performance Assurance Amountperformance assurance amount that has already been posted under such assignee’s existing agreement REC Contractagreement under the ABP SFA with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this the Master Agreement that included the Designated Systems having produced such Surplus RECsthis Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) with respect to such Designated System(s)System(s).this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 C-4 and Exhibit C-6C-5, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Exhibit A, Schedule A to Exhibit A, Schedule B to Exhibit A (if applicable),) and Schedule C to the Exhibit Athe Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement agreement with Buyer through the ABPSFA. In the case of an assignment made by Seller without the consent of XxxxxBuyer, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABPSFA, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP SFA Agreement with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP SFA with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP SFA with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) Account with respect to such Designated System(s)this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 C-4 and Exhibit C-6C-5, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later greaterlater of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Collateralinitial Performance Assurance Requirement associated with all Designated Systems in Seller’s the Product Orders proposed for assignment Assignmentassignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement REC Contractagreement with Buyer through the ABP. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment assignment, and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify notify: the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABP, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 4.37.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement REC Contractagreement of the same contract type with Buyer, then any Product Order(s) so transferred will constitute product Product Orderproduct order(s) under such assignee’s existing agreement REC Contractagreement under the ABP with Buyer, with the portion of the performance Performance Assurance Amountperformance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance Performance Assurance Amountperformance assurance requirement applicable to such assignee’s entire portfolio of product Product Ordersproduct orders and the performance Performance Assurance Amountperformance assurance amount that has already been posted under such assignee’s existing agreement REC Contractagreement under the ABP with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to the Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to the Buyer at the time of such assignment. 73 assignment.37 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) with respect to such Designated System(s). For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 and Exhibit C-6, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement agreement of the same contract type with Buyer through the ABPSFA. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABPSFA, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 8.1 of this Agreement. Further, in the case of Performance Assurance in the form of a Letter of Credit for an assignment of this Agreement by Seller to an Affiliate of Seller, the posting of the replacement Performance Assurance may take the form of a new replacement Letter of Credit or an amendment to the current Letter of Credit. For the avoidance of doubt, and notwithstanding any express or deemed release of Seller, in the case of a partial assignment involving the transfer of one or more Product Orders, (i) Seller shall remain responsible for any payment (including a Drawdown Payment) in respect of the Designated Systems in those Product Order(s) that is determined prior to the effectiveness of an assignment to be due, and Seller’s Performance Assurance in respect of those Product Orders shall not transfer to assignee unless and until the payment is paid, and (ii) the assignee shall be responsible for any payment (including a Drawdown Payment) in respect of the Designated Systems in those Product Order(s) that is determined on or after the effectiveness of the assignment to be due. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement SFA agreement of the same contract type with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP SFA with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP SFA with Buyer. In the event Seller makes a direct For avoidance of doubt, any assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by SellerXxxxxx, regardless of whether the assignment made by Seller requires the consent of Buyer, must be made to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since assignee with an SFA agreement with Buyer of the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignmentsame contract type. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) Account with respect to such Designated System(s)this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.114.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 C-4 and Exhibit C-6C-5, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later greaterlater of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Collateralinitial Performance Assurance Requirement associated with all Designated Systems in Seller’s the Product Orders proposed for assignment Assignmentassignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement REC Contractagreement with Buyer through the ABPSFA. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment assignment, and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify notify: the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABPSFA, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 4.37.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement SFA REC ContractAgreement with Buyer, then any Product Order(s) so transferred will constitute product Product Orderproduct order(s) under such assignee’s existing agreement REC Contractagreement under the ABP SFA with Buyer, with the portion of the performance Performance Assurance Amountperformance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance Performance Assurance Amountperformance assurance requirement applicable to such assignee’s entire portfolio of product Product Ordersproduct orders and the performance Performance Assurance Amountperformance assurance amount that has already been posted under such assignee’s existing agreement REC Contractagreement under the ABP SFA with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this the Master Agreement that included the Designated Systems having produced such Surplus RECsthis Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) with respect to such Designated System(s)System(s).this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 C-4 and Exhibit C-6C-5, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Exhibit A, Schedule A to Exhibit A, Schedule B to Exhibit A (if applicable),) and Schedule C to the Exhibit Athe Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement agreement with Buyer through the ABP. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABP, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 of this Agreement. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement agreement of the same contract type with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP with Buyer. In the event Seller makes a direct assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by Seller, regardless of whether to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignmentassignment.35 Commented [SD12]: The partial sentence before the semicolon here is a bit challenging. 73 Based on §§ 1.8, 4.2(c), & 5.2 (and with or without some of my suggested edits related to this theme), Surplus RECs are to be identified, and then their eligibility for payment is to be determined, on a Designated System-specific basis. So if a Product Order is transferred to a new Approved Vendor, but the Surplus REC Accounts associated with included Designated Systems are not transferred, such Surplus RECs would be orphaned; the transferring Seller would have no way to use them. For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignment. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) Account with respect to such Designated System(s). For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 and Exhibit C-6, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.

Assignment of Agreement and Product Orders. This Agreement shall be binding upon, shall inure to the benefit of, and may be performed by, the successors and assignees of the Parties, except that no assignment or other transfer of this Agreement by either Party shall operate to release the assignor or transferor from any of its obligations under this Agreement unless the other Party (or its successors or assigns), except where otherwise provided for below, expressly releases the assignor or transferor from its obligations thereunder, provided that such release shall not be unreasonably withheld or delayed. Buyer may not assign Buyer’s rights and obligations under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer may, without the consent of Seller, (i) transfer or assign this Agreement to an Affiliate of Buyer which is creditworthy on the date of assignment, or (ii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Buyer. Seller may not assign Seller's rights and obligations under this Agreement without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such assignment (i) shall be a minimum of one (1) or more Product Orders in their entirety and (ii) may be made no earlier than the later of a) thirty (30) Business Days after the Trade Date of the applicable Product Order(s), or b) the point in time at which the initial Performance Assurance Requirement associated with the Product Orders proposed for assignment has been received by Buyer (excluding collateral assignment, as described below); and provided further, that Seller may, without the consent of Buyer, transfer or assign this Agreement or a Product Order to an entity already registered with the IPA as an Approved Vendor having a valid Agreement agreement of the same contract type with Buyer through the ABPSFA. In the case of an assignment made by Seller without the consent of Xxxxx, Seller must notify the IPA and Buyer of any such assignment and provide Buyer with all pertinent contact and payment information with respect to the assignee.72 assignee. Seller may also, without the consent of Buyer, collaterally assign this Agreement or collaterally assign or pledge the accounts, revenues or proceeds with respect to this Agreement or applicable Product Order(s), in connection with any financing or other financial arrangements with respect to Designated System(s) under this Agreement (and without relieving itself from liability hereunder). In the case of such collateral assignment or pledge, Seller must notify the IPA and Buyer of any such collateral assignment, including providing Buyer with the identity and contact information of the financing party obtaining collateral rights in connection with this Agreement. As required by the ABPSFA, Seller's rights and obligations under the Agreement may only be directly assigned or transferred to Approved Vendors. However, if the assignee is a financing party who has become a transferee as a result of a foreclosure on collateral (including this Agreement) pledged or collaterally assigned as described above, the requirement that such assignee be approved by the IPA as an Approved Vendor shall be postponed for up to one hundred eighty (180) days following the effectiveness of such foreclosure and related transfer. Failure of such assignee to become an Approved Vendor or to assign this Agreement to an Approved Vendor within such one hundred eighty (180) day period shall constitute an Event of Default for the Agreement between Buyer and the assignee. In the event of a direct assignment by Seller permitted by this Agreement, any Performance Assurance posted in the form of cash may constitute the Performance Assurance applicable to the assignee for the transferred Product Order(s) and will continue to be held by Buyer; alternatively, Seller’s Performance Assurance with respect to the Designated Systems in the transferred Product Order(s) may be refunded upon request if and when the assignee posts replacement Performance Assurance. In the case of Performance Assurance in the form of a Letter of Credit, Seller’s original Performance Assurance shall remain in place with respect to the transferred Product Order(s) until the assignee posts replacement Performance Assurance consistent with Section 7.1 of this Agreement. Further, in the case of Performance Assurance in the form of a Letter of Credit for an assignment of this Agreement by Seller to an Affiliate of Seller, the posting of the replacement Performance Assurance may take the form of a new replacement Letter of Credit or an amendment to the current Letter of Credit. For the avoidance of doubt, and notwithstanding any express or deemed release of Seller, in the case of a partial assignment involving the transfer of one or more Product Orders, (i) Seller shall remain responsible for any payment (including a Drawdown Payment) in respect of the Designated Systems in those Product Order(s) that is determined prior to the effectiveness of an assignment to be due, and Seller’s Performance Assurance in respect of those Product Orders shall not transfer to assignee unless and until the payment is paid, and (ii) the assignee shall be responsible for any payment (including a Drawdown Payment) in respect of the Designated Systems in those Product Order(s) that is determined on or after the effectiveness of the assignment to be due. In the event that the assignee is (a) an Approved Vendor and (b) already a counterparty under a separate ABP Agreement SFA agreement of the same contract type with Buyer, then any Product Order(s) so transferred will constitute product order(s) under such assignee’s existing agreement under the ABP SFA with Buyer, with the portion of the performance assurance requirement applicable to such assignee’s assigned Product Orders calculated based on the performance assurance requirement applicable to such assignee’s entire portfolio of product orders and the performance assurance amount that has already been posted under such assignee’s existing agreement under the ABP SFA with Buyer. In the event Seller makes a direct For avoidance of doubt, any assignment of Product Order(s) under this Agreement or an assignment of the Agreement in its entirety, a fee of one thousand five hundred dollars ($1,500) will apply payable to Buyer at the time of such assignment; provided that, if such first direct assignment is to an Affiliate of Seller, no such fee shall apply. Any subsequent direct assignments of prior-assigned Product Order(s) or subsequent assignments of this Agreement in its entirety by SellerXxxxxx, regardless of whether the assignment made by Seller requires the consent of Buyer, must be made to an Affiliate or a non-Affiliate, may not occur within thirty (30) Business Days since assignee with an SFA agreement with Buyer of the prior assignment was made and will have a fee of five thousand dollars ($5,000) payable to Buyer at the time of such assignment. 73 For purposes of calculating assignment fees, if the assignee is a financing party that has foreclosed on collateral pledged or collaterally assigned as described above and that financing party reassigns Product Orders to an Approved Vendor within the permitted one hundred eighty (180) day period, both the direct assignment to that financing party resulting from the foreclosure and the reassignment to the Approved Vendor shall constitute a single assignmentsame contract type. For avoidance of doubt, in the event of a direct assignment by Seller, Surplus RECs shall remain associated with this Agreement; provided, that if Seller is transferring this Agreement in its entirety (with all remaining Product Orders thereunder), then in such instance the Surplus RECs would also transfer and such assignee would assume such Surplus REC Account(s) Account with respect to such Designated System(s)this Agreement. For purposes of providing notice and acknowledging such assignment notice under this Section 13.1, the Parties shall use the forms appended to this Agreement as Exhibit C-5 C-4 and Exhibit C-6C-5, as applicable, which form may be updated from time to time. Following a direct assignment under this Agreement, the affected Product Order(s), including Schedule A, Schedule B (if applicable) and Schedule C to the Product Order, will be amended to account for the assignment with respect to the assignor, with all required information to be provided by the IPA. In addition, following the direct assignment, new or amended Product Order(s) will be generated with respect to the assignee, with all required information to be provided by the IPA. This Agreement will bind each Party’s successors and permitted assigns. Any attempted assignment in violation of this provision will be void ab initio. LIABILITY.