Common use of Assignment with Prior Consent Clause in Contracts

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 to this Appendix 2, no party to this NUCRA shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA without the written consent of the other parties, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of the Common Use Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] of by the applicable GIA or Construction Service Agreement, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRA. Laws and Regulations, to assign the NUCRA to any Affiliate or successor that owns and operates all or a substantial portion of the Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project Developers. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers shall either:

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 12.2 to this Appendix 2, no party to this NUCRA Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA the Generation Interconnection Agreement without the written consent of the other partiesInterconnection Parties, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties including the Common Use Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] of by the applicable GIA or Construction Service AgreementAttachment L, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRAGeneration Interconnection Agreement. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the NUCRA Generation Interconnection Agreement to any Affiliate or successor that owns and operates all or a substantial portion of the Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Interconnection Parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Following tender of the agreement and no later than fifteen (15) Business Days after execution by Project Developer, Transmission Owner shall either:

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 12.2 to this Appendix 2, no party to this NUCRA Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA the Generation Interconnection Agreement without the written consent of the other partiesInterconnection Parties, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties including the Common Use Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] of by the applicable GIA or Construction Service AgreementAttachment L, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRAGeneration Interconnection Agreement. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the NUCRA Generation Interconnection Agreement to any Affiliate or successor that owns and operates all or a substantial portion of the Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Interconnection Parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either:: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5; or (iii) request in writing that the agreement be filed unexecuted with FERC. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Following tender of the agreement and no later than fifteen (15) Business Days after notification by Transmission Provider that Project Developer has executed the agreement, Transmission Owner shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5; or (iii) request in writing that the agreement be filed unexecuted with FERC. Following execution by Transmission Owner, Transmission Provider shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5; or (iii) file the agreement unexecuted with FERC. Transmission Provider may also file the agreement with FERC.

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 inSubject to Section 10.2 belowof this Appendix 2III, no party to this NUCRA Construction Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA the Interconnection Construction Service Agreementthis CSA without the written consent of the other partiesConstruction Parties, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party Construction Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties, including the Common Use Upgrades Interconnection Facilities which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] by Section 5 of by the applicable GIA or Construction Service Agreementthis Appendix 2, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRAInterconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the NUCRA Interconnection Construction Service Agreement to any Affiliate or successor that owns and operates all or a substantial portion of the Interconnected Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Interconnection Parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either:: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Following tender of the agreement and no later than fifteen (15) Business Days after execution by Project Developer, Transmission Owner shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Following execution by Transmission Owner, Transmission Provider shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or (iii) file the agreement unexecuted with the Commission. Transmission Provider may also file the agreement with FERC. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign this CSA to any Affiliate or successor of the Transmission Owner that owns and operates all or a substantial portion of such Transmission Owner’s transmission facilities.

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 12.2 to this Appendix 2, no party to this NUCRA Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA the Generation Interconnection Agreement without the written consent of the other partiesInterconnection Parties, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties including the Common Use Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] of by the applicable GIA or Construction Service AgreementAttachment L, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRAGeneration Interconnection Agreement. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the NUCRA Generation Interconnection Agreement to any Affiliate or successor that owns and operates all or a substantial portion of the Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Interconnection Parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either:: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Following tender of the agreement and no later than fifteen (15) Business Days after execution by Project Developer, Transmission Owner shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Xxxxxx, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Following execution by Transmission Owner, Transmission Provider shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or (iii) file the agreement unexecuted with the Commission. Transmission Provider may also file the agreement with FERC.

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject Subject to Applicable Formatted: Highlight Except as provided in section 4.2 to Section 10.2 of this Appendix 2III, no party to this NUCRA Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA CSA without the written consent of the other partiesParties, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of the Common Use Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] of by the applicable GIA or Construction Service Agreement, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRA. Laws and Regulations, to assign the NUCRA to any Affiliate or successor that owns and operates all or a substantial portion of the Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Interconnection Parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either:: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Following tender of the agreement and no later than fifteen (15) Business Days after execution by Project Developer, Transmission Owner shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Following execution by Transmission Owner, Transmission Provider shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or (iii) file the agreement unexecuted with the Commission. Transmission Provider may also file the agreement with FERC. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign this CSA to any Affiliate or successor of the Transmission Owner that owns and operates all or a substantial portion of such Transmission Owner’s transmission facilities.

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 12.2 to this Appendix 2, no party to this NUCRA Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA the Generation Interconnection Agreement without the written consent of the other partiesInterconnection Parties, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties including the Common Use Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] of by the applicable GIA or Construction Service AgreementAttachment L, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRAGeneration Interconnection Agreement. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the NUCRA Generation Interconnection Agreement to any Affiliate or successor that owns and operates all or a substantial portion of the Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Interconnection Parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either:: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or; or (iii) request in writing that the agreement be filed unexecuted with the CommissionFERC. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Following tender of the agreement and no later than fifteen (15) Business Days after execution by Project Developer, Transmission Owner shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Xxxxxx, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or; or (iii) request in writing that the agreement be filed unexecuted with the CommissionFERC. Following execution by Transmission Owner, Transmission Provider shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5,; or (iii) file the agreement unexecuted with the CommissionFERC. Transmission Provider may also file the agreement with FERC.

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject Subject to Applicable Formatted: Highlight Except as provided in section 4.2 to Section 10.2 of this Appendix 2III, no party to this NUCRA Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA Upgrade CSA without the written consent of the other partiesParties, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party may make an assignment in connection with In addition, the saleTransmission Owner shall be entitled, merger, or transfer of a substantial portion or all of the Common Use Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section [subject to be provided] of by the applicable GIA or Construction Service Agreement, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRA. Applicable Laws and Regulations, to assign the NUCRA this Upgrade CSA to any Affiliate or successor of the Transmission Owner that owns and operates all or a substantial portion of the such Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Parties to this Upgrade CSA shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either:: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or request that the assignment agreement be filed unexecuted with the Commission. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Not later than fifteen (15) Business Days after execution by Project Developer, Transmission Owner shall either: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or request that the agreement be filed unexecuted with the Commission. Following execution by Transmission Owner, Transmission Provider shall either: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or file with FERC the agreement in unexecuted form. Transmission Provider may also file the agreement with FERC in unexecuted form if Transmission Owner does not comply with the requirements above

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 to this Appendix 2, no party to this NUCRA shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA without the written consent of the other parties, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of the Common Use Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] of by the applicable GIA or Construction Service Agreement, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRA. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the NUCRA to any Affiliate or successor that owns and operates all or a substantial portion of the Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project Developers. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers shall either:

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 12.2 to this Appendix 2, no party to this NUCRA Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA the Generation Interconnection Agreement without the written consent of the other partiesInterconnection Parties, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties including the Common Use Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] provided]23 of by the applicable GIA or Construction Service AgreementAttachment Lthis Appendix 2, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRAGeneration Interconnection Agreement. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the NUCRA Generation Interconnection Agreement to any Affiliate or successor that owns and operates all or a substantial portion of the Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Interconnection Parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Following tender of the agreement and no later than fifteen (15) Business Days after execution by Project Developer, Transmission Owner shall either:

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 inSubject to Section 10.2 belowof this Appendix 2III, no party to this NUCRA Construction Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA the Interconnection Construction Service Agreementthis CSA without the written consent of the other partiesConstruction Parties, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party Construction Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties, including the Common Use Upgrades Interconnection Facilities which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] by Section 5 of by the applicable GIA or Construction Service Agreementthis Appendix 2, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRAInterconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the NUCRA Interconnection Construction Service Agreement to any Affiliate or successor that owns and operates all or a substantial portion of the Interconnected Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Interconnection Parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either:: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Following tender of the agreement and no later than fifteen (15) Business Days after execution by Project Developer, Transmission Owner shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Xxxxxx, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Following execution by Transmission Owner, Transmission Provider shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Xxxxxx, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or (iii) file the agreement unexecuted with the Commission. Transmission Provider may also file the agreement with FERC. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign this CSA to any Affiliate or successor of the Transmission Owner that owns and operates all or a substantial portion of such Transmission Owner’s transmission facilities.

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 12.2 to this Appendix 2, no party to this NUCRA Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA the Generation Interconnection Agreement without the written consent of the other partiesInterconnection Parties, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties including the Common Use Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section 23 of this Appendix 2section [to be provided] of by the applicable GIA or Construction Service AgreementAttachment L, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRAGeneration Interconnection Agreement. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the NUCRA Generation Interconnection Agreement to any Affiliate or successor that owns and operates all or a substantial portion of the Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Interconnection Parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either:: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5; or (iii) request in writing that the agreement be filed unexecuted with FERC. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Following tender of the agreement and no later than fifteen (15) Business Days after notification by Transmission Provider that Project Developer has executed the agreement, Transmission Owner shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5; or (iii) request in writing that the agreement be filed unexecuted with FERC. Following execution by Transmission Owner, Transmission Provider shall either: (i) execute the agreement; (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5; or (iii) file the agreement unexecuted with FERC. Transmission Provider may also file the agreement with FERC.

Assignment with Prior Consent. In addition, the Transmission Owner shall be entitled, subject to Applicable Formatted: Highlight Except as provided in section 4.2 12.2 to this Appendix 2, no party to this NUCRA Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under this NUCRA the Generation Interconnection Agreement without the written consent of the other partiesInterconnection Parties, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such assignment or delegation made without such written consent shall be null and void. A party An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties including the Common Use Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required as set forth in section [to be provided] of by the applicable GIA or Construction Service AgreementAttachment L23 of this Appendix 2, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this NUCRAGeneration Interconnection Agreement. In addition, the Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the NUCRA Generation Interconnection Agreement to any Affiliate or successor that owns and operates all or a substantial portion of the Transmission Owner’s transmission facilities. Such written consent can be in the form of a consent to assignment or other written agreement. Such written consent of the other parties Interconnection Parties shall not be unreasonably withheld, conditioned, or delayed. Consistent with Tariff, Part IX, section 1, Transmission Provider shall tender a consent to assignment agreement to the Project DevelopersDeveloper. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project Developers Developer shall either: (i) execute the agreement; or (ii) request in writing dispute resolution as allowed under Tariff, Part I, section 12 or, if concerning the Regional Transmission Expansion Plan, consistent with Operating Agreement, Schedule 5, or that the agreement be filed unexecuted with the Commission. Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements. Following tender of the agreement and no later than fifteen (15) Business Days after execution by Project Developer, Transmission Owner shall either: