Common use of Assignment with Prior Consent Clause in Contracts

Assignment with Prior Consent. Except as provided inSubject to Section 10.2 belowof this Appendix III, no Construction Party shall assign its rights or delegate its duties, or any part of such rights or duties, under the Interconnection Construction Service Agreementthis CSA without the written consent of the other Construction 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 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 Interconnection Facilities which it will own upon completion of construction and the transfer of title required by Section 5 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 Interconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the 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 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 Project Developer. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project 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 Such agreement shall be deemed be terminated and withdrawn if Project Developer fails to comply with these requirements.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. Except as provided inSubject in section 12.2 to Section 10.2 belowof this Appendix III2, no Construction Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under the Generation Interconnection Construction Service Agreementthis CSA Agreement without the written consent of the other Construction Interconnection 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 Construction An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties, properties including the Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required by Section 5 as set forth in section [to be provided] of this Appendix 2Attachment L, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this Generation Interconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the Generation 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 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 Project Developer. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project 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 CommissionCommissionFERC. 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 TariffXxxxxx, 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 CommissionCommissionFERC. 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 CommissionCommissionFERC. 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. Except as provided inSubject in section 12.2 to Section 10.2 belowof this Appendix III2, no Construction Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under the Generation Interconnection Construction Service Agreementthis CSA Agreement without the written consent of the other Construction Interconnection 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 Construction An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties, properties including the Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required by Section 5 as set forth in section [to be provided]23 of this Attachment 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 Generation Interconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the Generation 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 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 Project Developer. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project 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. Except as provided inSubject in section 12.2 to Section 10.2 belowof this Appendix III2, no Construction Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under the Generation Interconnection Construction Service Agreementthis CSA Agreement without the written consent of the other Construction Interconnection 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 Construction An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties, properties including the Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required by Section 5 as set forth in section [to be provided] of this Appendix 2Attachment L, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this Generation Interconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the Generation 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 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 Project Developer. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project 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 (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 notification by Transmission Provider that Project DeveloperDeveloper 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 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. 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. Except as provided inSubject Subject to Section 10.2 belowof of this Appendix III, no Construction Party shall assign its rights or delegate its duties, or any part of such rights or duties, under the Interconnection Construction Service Agreementthis this CSA without the written consent of the other Construction 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 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 Interconnection Facilities which it will own upon completion of construction and the transfer of title required by Section 5 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 Interconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the 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 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 Project Developer. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project 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. Except as provided inSubject in section 12.2 to Section 10.2 belowof this Appendix III2, no Construction Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under the Generation Interconnection Construction Service Agreementthis CSA Agreement without the written consent of the other Construction Interconnection 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 Construction An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties, properties including the Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required by Section 5 as set forth in section 23 of this Appendix 22section [to be provided] of Attachment L, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this Generation Interconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the Generation 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 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 Project Developer. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project 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 (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 notification by Transmission Provider that Project DeveloperDeveloper 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 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. 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. Except as provided inSubject to Section 10.2 belowof this Appendix III, no Construction Party shall assign its rights or delegate its duties, or any part of such rights or duties, under the Interconnection Construction Service Agreementthis CSA without the written consent of the other Construction 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 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 Interconnection Facilities which it will own upon completion of construction and the transfer of title required by Section 5 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 Interconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the 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 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 Project Developer. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project 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 TariffXxxxxx, 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 TariffXxxxxx, 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. Except as provided inSubject Subject to Section 10.2 belowof of this Appendix III, no Construction Party shall assign its rights or delegate its duties, or any part of such rights or duties, under the Interconnection Construction Service Agreementthis this Upgrade CSA without the written consent of the other Construction 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 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 Interconnection Facilities which it will own upon completion of construction and the transfer of title required by Section 5 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 Interconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the Interconnection Construction Service Agreement this Upgrade CSA to any Affiliate or successor of the Transmission Owner that owns and operates all or a substantial portion of the Interconnected 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 Interconnection 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 Project Developer. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project 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. Following tender of the agreement and no 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 (iii) file with FERC the agreement in unexecuted with the Commissionform. Transmission Provider may also file the agreement with FERC. In addition, the FERC in unexecuted form if Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign this CSA to any Affiliate or successor of does not comply with the Transmission Owner that owns and operates all or a substantial portion of such Transmission Owner’s transmission facilities.requirements above

Assignment with Prior Consent. Except as provided inSubject in section 12.2 to Section 10.2 belowof this Appendix III2, no Construction Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under the Generation Interconnection Construction Service Agreementthis CSA Agreement without the written consent of the other Construction Interconnection 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 Construction An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties, properties including the Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required by Section 5 as set forth in section [to be provided] of Attachment 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 Generation Interconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the Generation 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 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 Project Developer. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project 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. Except as provided inSubject in section 12.2 to Section 10.2 belowof this Appendix III2, no Construction Interconnection Party shall assign its rights or delegate its duties, or any part of such rights or duties, under the Generation Interconnection Construction Service Agreementthis CSA Agreement without the written consent of the other Construction Interconnection 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 Construction An Interconnection Party may make an assignment in connection with the sale, merger, or transfer of a substantial portion or all of its properties, properties including the Interconnection Facilities and Transmission Owner Upgrades which it owns or will own upon completion of construction and the transfer of title required by Section 5 as set forth in section [to be provided] of this Appendix 2Attachment L, so long as the assignee in such a sale, merger, or transfer assumes in writing all rights, duties and obligations arising under this Generation Interconnection Construction Service Agreement. In addition, the Interconnected Transmission Owner shall be entitled, subject to Applicable Laws and Regulations, to assign the Generation 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 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 Project Developer. No later than fifteen (15) Business Days after Transmission Provider’s tender for execution of such agreement, Project 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 TariffXxxxxx, 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.