Common use of Certain Assistance Clause in Contracts

Certain Assistance. In the event that NEP Member does not exercise the Call Option prior to expiration of the Call Option Period (or, if applicable, the Call Option Period Extension), then NEP Member shall use commercially reasonable efforts to assist the Class B Members in connection with a private placement of the Class B Units then held by such Class B Members and their Affiliates (or then held by the lenders under the Debt Financing (as that term is used in the Purchase Agreement)). In furtherance of the foregoing, the Managing Member shall, and shall cause the Company and its subsidiaries to, use commercially reasonable efforts to cooperate with, provide reasonable assistance with respect to, and take customary actions reasonably requested by the Class B Members, including (a) making the Company’s properties, books and records, and other assets reasonably available for inspection by potential acquirers, (b) establishing a physical or electronic data room that includes materials customarily made available to potential acquirers in connection with such processes, (c) upon reasonable notice, making employees of the Managing Member, the Company, and its Affiliates reasonably available for presentations, site visits, interviews, and other diligence activities, and (d) reasonably assisting in the termination of Encumbrances on the Class B Units under any Class B Permitted Loan Financing and in the perfection of any security interest of other Encumbrances on the Class B Units by the lenders of any such potential acquirers, subject, in each case, to customary confidentiality provisions; provided that none of the foregoing actions unreasonably interferes with the operation of any business of the Company or any of its subsidiaries. The Class B Members and their Affiliates shall, promptly upon written request by NEP Member, reimburse NEP Member and its Affiliates for all reasonable and documented out-of-pocket costs, fees, and expenses (including attorneys’ fees and expenses), to the extent such costs, fees, and expenses are incurred by such Person or any of the directors, officers, managers, members, partners, employees, stockholders, representatives, advisors, or Affiliates of such Person in connection with any such Person’s complying with the obligations under this Section 7.06.

Certain Assistance. In (a) After the event that NEP Member does not exercise the Call Option prior to expiration seventh (7th) anniversary of the Call Option Period (orEffective Date, if applicable, the Call Option Period Extensionsubject to Section 7.01(c), then NEP Managing Member shall use commercially reasonable efforts to assist the Class B Members Investor in connection with a private placement of the Class B Units then held by Investor and its Affiliates if such Class B Members and their Affiliates Units are not acquired by NEP Member (or then held by the lenders under the Debt Financing (as that term is used in the Purchase Agreement)its assignee) pursuant to Section 7.01(c). In furtherance of the foregoing, the Managing Member shall, and shall cause the Company and its subsidiaries to, use commercially reasonable efforts to cooperate with, provide reasonable assistance with respect to, and take customary actions reasonably requested by the Class B MembersInvestor, including (a) making the Company’s properties, books and records, and other assets reasonably available for inspection by potential acquirers, (b) establishing a physical or electronic data room that includes materials customarily made available to potential acquirers in connection with such processes, (c) upon reasonable notice, making employees of the Managing Member, the Company, and its Affiliates reasonably available for presentations, site visits, interviews, and other diligence activities, and (d) reasonably assisting in the termination of Encumbrances on the Class B Units under any Class B Permitted Loan Financing and in the perfection of any security interest of other Encumbrances on the Class B Units by the lenders of any such potential acquirers, subject, in each case, to customary confidentiality provisions; provided that none of the foregoing actions unreasonably interferes with the operation of any business of the Company or any of its subsidiaries. The Class B Members and their Affiliates Investor shall, promptly upon written request by NEP Member, reimburse NEP Member and its Affiliates for all reasonable and documented out-of-pocket costs, fees, and expenses (including attorneys’ fees and expenses), to the extent such costs, fees, and expenses are incurred by such Person NEP Member or any of its Affiliates or any of the directors, officers, managers, members, partners, employees, stockholders, representatives, advisors, or Affiliates of such Person NEP Member or any of its Affiliates in connection with any such Person’s complying with the obligations under this Section 7.067.06(a).

Certain Assistance. In (a) After the event that NEP Member does not exercise the Call Option prior Flip Date, subject to expiration of the Call Option Period (or, if applicable, the Call Option Period ExtensionSection 7.01(c), then NEP Managing Member shall use commercially reasonable efforts to assist the Class B Members Investor in connection with a private placement of the Class B Units then held by Investor and its Affiliates if such Class B Members and their Affiliates Units are not acquired by NEP Member (or then held by the lenders under the Debt Financing (as that term is used in the Purchase Agreement)its assignee) pursuant to Section 7.01(c). In furtherance of the foregoing, to the extent permitted by applicable Law, the Managing Member shall, and shall cause the Company and its subsidiaries Subsidiaries to, use commercially reasonable efforts to cooperate with, provide reasonable assistance with respect to, and take customary actions reasonably requested by the Class B MembersInvestor, including (ai) making the Company’s properties, books and records, and other assets reasonably available for inspection by potential acquirers, (bii) establishing a physical or electronic data room that includes materials customarily made available to potential acquirers in connection with such processes, (ciii) upon reasonable notice, making employees of the Managing Member, the Company, and its Affiliates reasonably available for presentations, site visits, interviews, and other diligence activities, and (div) reasonably assisting in the termination of Encumbrances on the Class B Units under any Class B Permitted Loan Financing and in the perfection of any security interest of other Encumbrances on the Class B Units by the lenders of any such potential acquirers, subject, in each case, to customary confidentiality provisions; provided that none of the foregoing actions unreasonably interferes with the operation of any business of the Company or any of its subsidiariesSubsidiaries. The Class B Members and their Affiliates Investor shall, promptly upon written request by NEP Member, reimburse NEP Member and its Affiliates for all reasonable and documented out-of-pocket costs, fees, and expenses (including attorneys’ fees and expenses), to the extent such costs, fees, and expenses are incurred by such Person NEP Member or any of its Affiliates or any of the directors, officers, managers, members, partners, employees, stockholders, representatives, advisors, or Affiliates of such Person NEP Member or any of its Affiliates in connection with any such Person’s complying with the obligations under this Section 7.067.06(a).

Certain Assistance. In (a) After the event that NEP Member does not exercise the Call Option prior to expiration seventh (7th) anniversary of the Call Option Period (orEffective Date, if applicable, the Call Option Period Extensionsubject to Section 7.01(c), then NEP Managing Member shall use commercially reasonable efforts to assist the Class B Members Investor in connection with a private placement of the Class B Units then held by Investor and its Affiliates if such Class B Members and their Affiliates Units are not acquired by NEP Member (or then held by the lenders under the Debt Financing (as that term is used in the Purchase Agreement)its assignee) pursuant to Section 7.01(c). In furtherance of the foregoing, the Managing Member shall, and shall cause the Company and its subsidiaries Subsidiaries to, use commercially reasonable efforts to cooperate with, provide reasonable assistance with respect to, and take customary actions reasonably requested by the Class B MembersInvestor, including (a) making the Company’s properties, books and records, and other assets reasonably available for inspection by potential acquirers, (b) establishing a physical or electronic data room that includes materials customarily made available to potential acquirers in connection with such processes, (c) upon reasonable notice, making employees of the Managing Member, the Company, and its Affiliates reasonably available for presentations, site visits, interviews, and other diligence activities, and (d) reasonably assisting in the termination of Encumbrances on the Class B Units under any Class B Permitted Loan Financing and in the perfection of any security interest of other Encumbrances on the Class B Units by the lenders of any such potential acquirers, subject, in each case, to customary confidentiality provisions; provided that none of the foregoing actions unreasonably interferes with the operation of any business of the Company or any of its subsidiariesSubsidiaries. The Class B Members and their Affiliates Investor shall, promptly upon written request by NEP Member, reimburse NEP Member and its Affiliates for all reasonable and documented out-of-pocket costs, fees, and expenses (including attorneys’ fees and expenses), to the extent such costs, fees, and expenses are incurred by such Person NEP Member or any of its Affiliates or any of the directors, officers, managers, members, partners, employees, stockholders, representatives, advisors, or Affiliates of such Person NEP Member or any of its Affiliates in connection with any such Person’s complying with the obligations under this Section 7.067.05(a).

Certain Assistance. In (a) After the event that NEP Member does not exercise Flip Date, subject to Section 7.01(c), upon the Call Option prior to expiration written request of the Call Option Period (or, if applicableInvestor, the Call Option Period Extension), then NEP Managing Member shall use commercially reasonable efforts to assist the Class B Members Investor in connection with a private placement of the Class B Units then held by Investor and its Affiliates, subject to compliance with Section 7.01(b), if such Class B Members and their Affiliates Units are not acquired by NEP Member (or then held by the lenders under the Debt Financing (as that term is used in the Purchase Agreement)its assignee) pursuant to Section 7.01(c). In furtherance of the foregoing, to the extent permitted by applicable Law, and subject to Section 3.08, the Managing Member shall, and shall cause the Company and its subsidiaries Subsidiaries to, use commercially reasonable efforts to cooperate with, provide reasonable assistance with respect to, and take such customary actions in connection with such private placement as shall be reasonably requested by the Class B MembersInvestor, including by (ai) making the Company’s properties, books and records, and other assets reasonably available for inspection by potential acquirers, (bii) establishing a physical or electronic data room that includes materials customarily made available to potential acquirers in connection with such processes, (ciii) upon reasonable notice, making employees of the Managing Member, the Company, and its Affiliates and the Company’s Subsidiaries reasonably available for presentations, site visits, interviews, and other customary diligence activities, and (div) reasonably assisting in the termination of Encumbrances on the Class B Units under any Class B Permitted Loan Financing and in the perfection of any security interest of other Encumbrances on the Class B Units by the lenders of any such potential acquirers, subject, in each case, to customary the entrance by such potential acquirers into confidentiality provisionsagreements containing Comparable Confidentiality Obligations in accordance with the requirements set forth in Section 3.08(b)(vii) obligating such potential acquirers to maintain the confidentiality of all Confidential Information in accordance therewith; provided that none of the foregoing actions shall unreasonably interferes interfere with the operation of any Project or the conduct of business of by the Company or any of its subsidiariesSubsidiaries, and all of the foregoing such actions shall be subject to Section 3.08(c). The Class B Members and their Affiliates Investor shall, promptly upon written request by NEP Member, reimburse NEP Member and its Affiliates for all reasonable and documented out-of-pocket costs, fees, and expenses (including attorneys’ fees and expenses), to the extent such costs, fees, and expenses are incurred by such Person NEP Member or any of its Affiliates or any of the directors, officers, managers, members, partners, employees, stockholders, representativesRepresentatives, advisors, or Affiliates of such Person NEP Member or any of its Affiliates in connection with any such Person’s complying with the obligations under this Section 7.067.06(a).

Certain Assistance. In (a) After the event that NEP Member does not exercise the Call Option prior Flip Date, subject to expiration of the Call Option Period (or, if applicable, the Call Option Period ExtensionSection 7.01(c), then NEP upon the written request of Investor, Managing Member shall use commercially reasonable efforts to assist the Class B Members Investor in connection with a private placement of the Class B Units then held by Investor and its Affiliates, subject to compliance with Section 7.01(b), if such Class B Members and their Affiliates Units are not acquired by NEP Member (or then held by the lenders under the Debt Financing (as that term is used in the Purchase Agreement)its assignee) pursuant to Section 7.01(c). In furtherance of the foregoing, to the extent permitted by applicable Law, and subject to Section 3.08, the Managing Member shall, and shall cause the Company and its subsidiaries Subsidiaries to, use commercially reasonable efforts to cooperate with, provide reasonable assistance with respect to, and take such customary actions in connection with such private placement as shall be reasonably requested by the Class B MembersInvestor, including by (ai) making the Company’s properties, books and records, and other assets reasonably available for inspection by potential acquirers, (bii) establishing a physical or electronic data room that includes materials customarily made available to potential acquirers in connection with such processes, (ciii) upon reasonable notice, making employees of the Managing Member, the Company, and its Affiliates the Company’s Subsidiaries reasonably available for presentations, site visits, interviews, and other customary diligence activities, and (div) reasonably assisting in the termination of Encumbrances on the Class B Units under any Class B Permitted Loan Financing and in the perfection of any security interest of other Encumbrances on the Class B Units by the lenders of any such potential acquirers, subject, in each case, to customary the execution by such potential acquirers of Customary Confidentiality Agreements obligating such potential acquirers to maintain the confidentiality provisionsof all Confidential Information; provided that none of the foregoing actions shall unreasonably interferes interfere with the operation of any Project or the conduct of business of by the Company or any of its subsidiariesSubsidiaries, and all of the foregoing such actions shall be subject to Section 3.08(c). The Class B Members and their Affiliates Investor shall, promptly upon written request by NEP Member, reimburse NEP Member and its Affiliates for all reasonable and documented out-of-pocket costs, fees, and expenses (including attorneys’ fees and expenses), to the extent such costs, fees, and expenses are incurred by such Person NEP Member or any of its Affiliates or any of the directors, officers, managers, members, partners, employees, stockholders, representativesRepresentatives, advisors, or Affiliates of such Person NEP Member or any of its Affiliates in connection with any such Person’s complying with the obligations under this Section 7.06.7.06(a). 896060.18-WILSR01A - MSW

Certain Assistance. In (a) After the event that NEP Member does not exercise the Call Option prior Flip Date, subject to expiration of the Call Option Period (or, if applicable, the Call Option Period ExtensionSection 7.01(c), then NEP upon the written request of Investor, Managing Member shall use commercially reasonable efforts to assist the Class B Members Investor in connection with a private placement of the Class B Units then held by Investor and its Affiliates, subject to compliance with Section 7.01(b), if such Class B Members and their Affiliates Units are not acquired by NEP Member (or then held by the lenders under the Debt Financing (as that term is used in the Purchase Agreement)its assignee) pursuant to Section 7.01(c). In furtherance of the foregoing, to the extent permitted by applicable Law, and subject to Section 3.08, the Managing Member shall, and shall cause the Company and its subsidiaries Subsidiaries to, use commercially reasonable efforts to cooperate with, provide reasonable assistance with respect to, and take such customary actions in connection with such private placement as shall be reasonably requested by the Class B MembersInvestor, including by (ai) making the Company’s properties, books and records, and other assets reasonably available for inspection by potential acquirers, (bii) establishing a physical or electronic data room that includes materials customarily made available to potential acquirers in connection with such processes, (ciii) upon reasonable notice, making employees of the Managing Member, the Company, and its Affiliates the Company’s Subsidiaries reasonably available for presentations, site visits, interviews, and other customary diligence activities, and (div) reasonably assisting in the termination of Encumbrances on the Class B Units under any Class B Permitted Loan Financing and in the perfection of any security interest of other Encumbrances on the Class B Units by the lenders of any such potential acquirers, subject, in each case, to customary the execution by such potential acquirers of Customary Confidentiality Agreements obligating such potential acquirers to maintain the confidentiality provisionsof all Confidential Information; provided that none of the foregoing actions shall unreasonably interferes interfere with the operation of any Project or the conduct of business of by the Company or any of its subsidiariesSubsidiaries, and all of the foregoing such actions shall be subject to Section 3.08(c). The Class B Members and their Affiliates Investor shall, promptly upon written request by NEP Member, reimburse NEP Member and its Affiliates for all reasonable and documented out-of-pocket costs, fees, and expenses (including attorneys’ fees and expenses), to the extent such costs, fees, and expenses are incurred by such Person NEP Member or any of its Affiliates or any of the directors, officers, managers, members, partners, employees, stockholders, representativesRepresentatives, advisors, or Affiliates of such Person NEP Member or any of its Affiliates in connection with any such Person’s complying with the obligations under this Section 7.067.06(a).