Common use of Consent to Assignment Clause in Contracts

Consent to Assignment. PacifiCorp acknowledges the assignment referred to in Recital E above, consents to an assignment of the Contract pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the Contract, subject to applicable notice and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Contract, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp acknowledges the collateral assignment referred by Borrower of, among other things all of its right, title and interest in, to in Recital E aboveand under the PPA to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents, consents to an assignment of the Contract PPA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractPPA, subject to applicable notice and cure periods provided in the ContractPPA. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract PPA and this Consent. Upon receipt of Administrative Agent's ’s written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract PPA from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (i) cancel or terminate the ContractPPA, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract PPA and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract PPA to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the ContractPPA. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract PPA if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractPPA, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractPPA, then as to Administrative Agent, the applicable cure period under the Contract PPA shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety the later of the applicable cure period under the PPA or thirty (9030) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, PPA and all other obligations under the Contract PPA are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, then Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedingsproceedings but not to exceed ninety (90) days. PacifiCorp consents to the transfer of Borrower's ’s interest under the Contract PPA to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any a Qualified Transferee upon enforcement of them or a purchaser or grantee such security at a foreclosure sale by judicial or nonjudicial non-judicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee such Qualified Transferee as the applicable party under the Contract PPA (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee Qualified Transferee assumes the obligations of Borrower under the ContractPPA). Upon such assignmentFor purposes of this Consent, Administrative Agent “Qualified Transferee” means a Person that is at least as financially and the Lenders operationally qualified as Borrower and their designee(shas (or agrees to contract with an operator who has) or assignee(sat least three (3) (including their agents years of experience operating a [ ]-powered electric generating facility and employees, but excluding Seller) shall be released from any further liability thereunder accruing from integrated storage facility of similar technology and after the date of such assignment, similar size to the extent of the interest assignedProject.

Consent to Assignment. PacifiCorp acknowledges the assignment referred to in Recital E above, consents to an assignment of the Contract pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the Contract, subject to applicable notice and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Contract, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of BorrowerXxxxxxxx's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to BorrowerXxxxxxxx's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom BorrowerXxxxxxxx’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp acknowledges the assignment referred to in Recital E above, consents to an assignment of the Contract pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the Contract, subject to applicable notice and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Contract, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. Any purported termination, cancellation or assignment which is not in compliance with this Section 1(B) shall be void which shall be the sole remedy under this Consent for such action. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or any of them or a purchaser or grantee pursuant to the terms of the Financing Documents upon enforcement of such security at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of BorrowerXxxxxxxx’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) designees or assignee(s) assignees as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) designees or assignee(s) assignees elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) designees and assignee(s) assignees shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) designees or assignee(s) assignees succeed to BorrowerXxxxxxxx's interest under the Contract, Administrative Agent, the Lenders or their designee(s) designees or assignee(s) assignees shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) designees or assignee(s) assignees shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom BorrowerXxxxxxxx’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) designees or assignee(s) assignees (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp acknowledges The Obligors each acknowledge the assignment Collateral Assignment referred to in Recital E above, consents consent to an such assignment and agree with Collateral Agent for the benefit of the Contract pursuant thereto, and agrees with Administrative Agent Secured Parties as follows: (Aa) Administrative At any time the Obligors fail to perform their obligations under the Investment Agreement, Collateral Agent shall be entitled (but not obligated) to exercise all or any portion of the Company’s rights and to cure any defaults of Borrower under the ContractInvestment Agreement and each Obligor agrees, subject for the benefit of Collateral Agent and the Secured Parties, to applicable notice and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent perform its respective obligations under the Contract Investment Agreement, Collateral Agent and this Consent. Upon receipt the Secured Parties being made express third party beneficiaries of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such actionInvestment Agreement. (Bb) PacifiCorp will notNo Obligor shall, without the prior written consent of Administrative Collateral Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the ContractInvestment Agreement, or suspend performance thereunder, except as provided in accordance with Section 1(c) hereof, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) hereofCompany, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the ContractInvestment Agreement, or (iii) amend or modify the Contract in Investment Agreement (other than any manner materially immaterial or ministerial amendments which do not have a material and adverse to effect on the interest interests of the Lenders in Secured Parties (provided that, without limiting the Contract as collateral security under foregoing, the Security Agreement. (C) PacifiCorp applicable Obligor shall provide the Collateral Agent with a copy of any amendment promptly after the execution thereof). Each Obligor agrees to deliver duplicates or copies of all notices of default Default (as defined below) delivered by PacifiCorp such Obligor under or pursuant to the Contract Investment Agreement to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently Collateral Agent, simultaneously with delivery of thereof to the notice to Borrower Company under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract)Investment Agreement. (Dc) Notwithstanding subparagraph 1(C) aboveWithout limiting the generality of the foregoing provisions, each Obligor agrees that it will not terminate the Investment Agreement solely by reason of the commencement or pendency of bankruptcy, insolvency, reorganization, or similar proceedings in respect of the Company. In the event that the Contract Investment Agreement is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders Collateral Agent or their its successors or assigns shall so request, the relevant Obligor will execute and deliver to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Collateral Agent or their designee(s) or assignee(s) will enter into a new contract. Such new , which contract shall be on substantially the same terms and conditions as the original Contract Investment Agreement for the remaining term of the original Contract Investment Agreement before giving effect to such termination; provided, however, that if a default or breach of or failure to perform by the Company under the Investment Agreement has occurred and is continuing and has not been cured under the Investment Agreement, the Obligor party to the Investment Agreement may, subject to the provisions of this Agreement, exercise its rights and remedies with respect to such default, breach or failure as set forth in, and shall require in accordance with, the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original ContractInvestment Agreement. (Ed) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect Collateral Agent elects to perform Borrower's obligations exercise rights under the Contract as provided in subparagraph 1(CSection 1(a) above or enter into a new contract as provided in subparagraph 1(DSection 1(c) above, the recourse of PacifiCorp against Administrative Collateral Agent, Lenders Secured Parties or their designee(s) and assignee(s) shall not have any personal liability to any Obligor for the performance of such obligations, and the sole remedies of such Obligor in seeking the enforcement of such obligations shall be limited to such parties’ interests interest in the Project, Company and its remedies under the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contractInvestment Agreement. (Fe) In Notwithstanding anything to the contrary herein or in the Credit Agreement, Security Agreement or the Investment Agreement, in the event Administrative Agent, that the Lenders or their designee(s) or assignee(s) succeed Company fails to Borrower's interest enforce its rights under the ContractInvestment Agreement, Administrative Agent, each of the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment parties hereto acknowledges and performance defaults under agrees that the Contract, except any performance defaults Collateral Agent on behalf of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) other Secured Parties shall have the right to assign all or a pro rata interest in enforce the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom BorrowerCompany’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower rights under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) Investment Agreement (including their agents and employees, but excluding Seller) shall be released from the delivery of any further liability thereunder accruing from and after the date of such assignment, to the extent notices on behalf of the interest assignedCompany required to effect any of the Investment Agreement).

Consent to Assignment. PacifiCorp acknowledges the assignment referred to in Recital E above, consents to an assignment of the Contract pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the Contract, subject to applicable notice and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Contract, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of BorrowerXxxxxxxx’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to BorrowerXxxxxxxx's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom BorrowerXxxxxxxx’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp acknowledges 1.1. This Consent shall not be effective and the assignment referred to in Recital E above, consents to an assignment Assignment shall not be valid nor shall Assignee take possession of the Contract pursuant theretoPremises unless and until Landlord shall have received: (a) counterparts of this Consent executed by Xxxxxx and Assignee, and agrees with Administrative Agent (b) on or before the Effective Date (as follows:defined in the Assignment Agreement)(the “Assignment Date”) Tenant shall deliver to Landlord the then full outstanding principal balance of TI Rent remaining unpaid under the Lease as of such date of payment. Tenant and Assignee represent and warrant to Landlord that the copy of the Assignment Agreement attached hereto as Exhibit A is true, correct and complete. Assignee shall deliver to Landlord an insurance certificate satisfying the requirements of the Lease prior to the earlier of: (x) Assignee accessing the Premises under the Assignment Agreement, or (y) the Assignment Date. (A) Administrative Agent 1.2. Landlord neither approves nor disapproves the terms, conditions and agreements contained in the Assignment Agreement, all of which shall be entitled subordinate and at all times subject to all of the covenants, agreements, terms, provisions and condi tions contained in the Lease and this Consent. 1.3. Nothing contained herein or in the Assignment Agreement shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (but not obligated) including Assignee’s obligation to exercise all obtain any required consents for any other or future assignments or sublettings), or to waive any breach thereof, or any rights and to cure any defaults or remedies of Borrower Landlord under the ContractLease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease, and all terms, covenants and conditions of the Lease are hereby declared by each of Landlord, Tenant and Assignee to be in full force and effect, subject to applicable notice the terms of this Consent. Nothing contained herein shall release Tenant from any obligations of Tenant accruing under the Lease prior to the Assignment Date and/or any obligations that would survive the expiration or earlier termination of the Lease had the Lease terminated on the day immediately preceding the Assignment Date (collectively, the "Tenant Surviving Obligations”). Except for the Tenant Surviving Obligations, Landlord hereby releases Tenant from any and cure periods provided all obligations and liabilities under the Lease that first accrue from and after the Assignment Date. 1.4. Notwithstanding anything in the Contract. Upon receipt Assignment Agreement to the contrary: a. Commencing on the Assignment Date, Assignee does hereby expressly assume and agree to be bound by the Lease and to perform and comply with, for the benefit of notice from Administrative AgentLandlord, PacifiCorp agrees to accept such exercise each and cure by Administrative Agent if timely made by Administrative Agent every obligation of Tenant under the Contract Lease accruing from and after the Assignment Date. b. Tenant and Assignee agree to each of the terms and conditions of this Consent, and upon any conflict between the terms of the Assignment Agreement and this Consent. Upon receipt , the terms of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such actionthis Consent shall control. (B1.5. The mention in this Consent of any particular remedy shall not preclude Landlord from any other remedy in law or in equity. 1.6. Concurrent with Xxxxxx’s delivery of an executed counterpart of this Consent to Landlord, Tenant shall, pursuant to the terms of Section 22(b) PacifiCorp of the Lease, pay to Landlord a fee in the amount of $2,500 in consideration of Landlord’s review of the Assignment Agreement and preparation of this Consent. 1.7. Tenant and Assignee agree that the Assignment Agreement will not, not be modified or amended in any way without the prior written consent of Administrative Agent (such Landlord, which consent shall not to be unreasonably withheld), conditioned or delayed. Any modification or amendment of the Assignment Agreement without Landlord’s prior written consent shall be void and of no force or effect. 1.8. Tenant shall provide written notice to Landlord: (i) cancel or terminate at least (5) business days prior to the ContractAssignment Date, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose within three (by operation of law or otherwise3) of any part business days following Assignee’s exercise of its interest in right to terminate the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse Assignment pursuant to the interest Section 3 of the Lenders in the Contract as collateral security under the Security Assignment Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp acknowledges the collateral assignment referred by Borrower of, among other things all of its right, title and interest in, to in Recital E aboveand under the PPA to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents, consents to an assignment of the Contract PPA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractPPA, subject to applicable notice and cure periods provided in the ContractPPA. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract PPA and this Consent. Upon receipt of Administrative Agent's ’s written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract PPA from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (i) cancel or terminate the ContractPPA, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract PPA and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract PPA to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the ContractPPA. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract PPA if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractPPA, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractPPA, then as to Administrative Agent, the applicable cure period under the Contract PPA shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety the later of the applicable cure period under the PPA or thirty (9030) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, PPA and all other obligations under the Contract PPA are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, then Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedingsproceedings but not to exceed ninety (90) days. PacifiCorp consents to the transfer of Borrower's ’s interest under the Contract PPA to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any a Qualified Transferee upon enforcement of them or a purchaser or grantee such security at a foreclosure sale by judicial or nonjudicial non-judicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee such Qualified Transferee as the applicable party under the Contract PPA (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee Qualified Transferee assumes the obligations of Borrower under the ContractPPA). Upon such assignmentFor purposes of this Consent, Administrative Agent “Qualified Transferee” means a Person that is at least as financially and the Lenders operationally qualified as Borrower and their designee(shas (or agrees to contract with an operator who has) or assignee(sat least three (3) (including their agents years of experience operating a [ ]-powered electric generating facility of similar technology and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, similar size to the extent of the interest assignedProject.

Consent to Assignment. PacifiCorp (a) Each Contracting Party acknowledges the assignment referred to in Recital E D above, consents to an such assignment of the Contract pursuant thereto, and agrees with Administrative Collateral Agent for the benefit of the Secured Parties as follows: (Ai) Administrative After delivery by Collateral Agent to the Project Company and each Contracting Party of notice that an Event of Default (as defined in the Credit Agreement) has occurred and is continuing, Collateral Agent shall be entitled (but not obligated) to exercise all or any portion of the rights and to cure take any defaults or all actions of Borrower the Project Company under the Contract, subject to applicable notice Contract in accordance with the terms and cure periods provided in the Contractconditions set forth therein. Upon receipt of notice from Administrative AgentCollateral Agent that it intends to exercise such rights and remedies, PacifiCorp each Contracting Party agrees to accept such exercise and cure by Administrative Collateral Agent if so long as timely made by Administrative Collateral Agent under the Contract and this Consent. Upon receipt Any such cure or attempt to cure by Collateral Agent shall not be construed as an assumption by Collateral Agent, the Secured Parties, or any of Administrative Agent's written instructionstheir respective assignee(s) or designee(s) of any covenants, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower agreements or obligations of the Project Company under or in respect of the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such actionContract. (Bii) PacifiCorp The Contracting Parties will not, not without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld)Collateral Agent, (i) cancel or terminate the Contract, or suspend performance of their services thereunder or consent to or accept any cancellation, termination or suspension thereof by Borrowerthe Project Company, except as provided in the Contract and in accordance with subparagraph 1(CSection 1(a)(iii) hereof. XXXXX, (ii) sellacting as Buyers’ Agent, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to shall deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant Default (as defined below) to Collateral Agent simultaneously with delivery thereof to the Contract Project Company. Failure by SCPPA, acting as Buyers’ Agent, to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery notice shall not create a cause or claim against SCPPA, acting as Buyers’ Agent, or any other Contracting Party on the part of Collateral Agent, the Administrative Agent or any Secured Party. (iii) The Contracting Parties will not terminate the Contract or suspend performance of their services thereunder on account of any default or breach of the notice to Borrower under Project Company thereunder, or upon the Contract. Administrative Agent shall have: (a) the same period occurrence or non-occurrence of time to cure the breach any event or default that Borrower is entitled to condition under the Contract which would immediately or with the passage of any applicable grace period or the giving of notice, or both, entitle the Contracting Parties to terminate or suspend performance thereunder (such default, breach, event or condition, a “Default”), without written notice to Collateral Agent (which notice may be provided concurrently to the Collateral Agent and the Project Company) of such termination or suspension and first providing to Collateral Agent (A) ten (10) business days to cure such Default from the later of (x) the date notice of Default is delivered to Collateral Agent and (y) the expiration of the Project Company’s cure period set forth in the Contract, if such default Default is the failure to pay amounts to PacifiCorp the Contracting Parties which are due and payable by Borrower the Project Company under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (bB) ninety a reasonable opportunity to cure such Default, but not more than sixty (9060) days from the later of (x) the date notice of default or breach Default is delivered to Administrative Collateral Agent to and (y) the expiration of the Project Company’s cure such default period set forth in the Contract, if such breach or default the Default cannot be cured by the payment of money to PacifiCorp, the Contracting Parties so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the such Contract are performed by Borrower the Project Company or Administrative Agent or its designee(s) or assignee(s)the Collateral Agent. If possession of the Project is necessary to cure such breach or defaultDefault, and Administrative Collateral Agent declares the Project Company in default under the Credit Agreement and commences foreclosure proceedings, Collateral Agent will be allowed a reasonable period, but not more than one hundred eighty (180) days, to complete such proceedings before the Contracting Parties terminate the Contract or its suspend performance under the Contract. If Collateral Agent is prohibited by any court order or bankruptcy or insolvency proceedings from curing the Default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition, but not more than one hundred eighty (180) days from the date of such court order or proceeding. (iv) In the event Collateral Agent, the Secured Parties or their designee(s) or assignee(s) declare Borrower or a purchaser or grantee at a foreclosure and sale or by a conveyance in default lieu of foreclosure take possession of or title to the Facility or any of the Facility assets, and commence foreclosure proceedingsso long as no Default exists under the Contract (it being acknowledged and agreed that if Contracting Party irrevocably waives any Default of the Project Company under the Contract, Administrative Agent no such Default shall be deemed to exist), then Collateral Agent, the Secured Parties or its their designee(s) or assignee(s) will or other purchaser or grantee shall assume the obligations of the Project Company (or Collateral Agent or the Secured Parties or their designee(s) or assignee(s)) under the Contract that arise from and after the date of such assumption and the Option Agreement and the Land Option Agreement (as such terms are defined below) shall remain in full force and effect. (v) Subject to the restrictions set forth in the Contract, as may be allowed a reasonable period to complete such proceedings. PacifiCorp consents modified herein, the Contracting Parties consent to the transfer of Borrower's the Project Company’s interest under the Contract to the Lenders Secured Parties or Administrative Collateral Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp the Contracting Parties shall recognize the Lenders Secured Parties or Administrative Collateral Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (Contract, provided that such Lenders Secured Parties or Administrative Collateral Agent or their designee(s) or assignee(s) or other purchaser or grantee (A) assume in writing the obligations of Borrower the Project Company under the ContractContract arising or accruing from and after the date of such assumption, it being understood, however, that such assumption shall not operate as a waiver of the Defaults existing under the Contract prior to the date of such assumption and (B) assume the Contract subject to Contracting Parties’ rights thereunder, including, without limitationamong others, satisfaction its right to purchase the Project in accordance with that certain Option Agreement to be entered into by and compliance with all requirements of Sections 8.1 and 8.2 of among the Contractparties thereto) (the “Option Agreement”), and provided further that PacifiCorp’s subordinated lien rights its right to purchase certain real property associated with respect to the Project are preserved in accordance with that Land Option Agreement to be entered into by and among the event parties thereto (the “Land Option Agreement”). Notwithstanding any assumption in accordance with this Section 1(a)(iv), the Project Company shall not be released or discharged from and shall remain liable for any and all of any transfer of Borrower’s interest its obligations to Contracting Party arising or accruing under the Contract)Contract prior to such assumption. (Dvi) Notwithstanding subparagraph 1(C) above, in In the event that the Contract is rejected by a trustee or debtor-in-in- possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default Default which could have been but was not cured by Administrative Collateral Agent or its designee(s) or assignee(s) as provided in subparagraph 1(CSection 1(a)(iii) above, and if, within forty-five sixty (4560) days after such rejection or termination, the Lenders Collateral Agent or their its successors or assigns shall so request, Contracting Party will execute and deliver to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Collateral Agent or their designee(s) or assignee(s) will enter into a new contract. Such new , which contract shall be on the same terms and conditions as the original Contract for Contract, including the remaining term of the original Contract before giving effect to such termination, and . References in this Consent to the “Contract” shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) be deemed also to cure any payment defaults then existing under the original Contractrefer to such new contract. (Evii) In the event Administrative Collateral Agent, the Lenders Secured Parties, any designee or their designee(s) assignee of the foregoing or assignee(s) elect any purchaser or grantee thereof elects to perform Borrower's obligations succeed to the Project Company’s interests under the Contract as provided in subparagraph 1(CSections 1(a)(iv) above or 1(a)(vii) or to enter into a new contract as provided in subparagraph 1(DSection 1(a)(v) above, such person shall, subject to the recourse terms of PacifiCorp against Administrative Agentthis Consent, Lenders or their designee(sassume the obligations of the Project Company under the Contract to the extent provided herein and in Section 14.7(e) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and the sole recourse against of the assets Contracting Parties in seeking the enforcement of such obligations shall be to such Collateral Agent’s, Secured Parties’, designee’s or assignee’s interest in the Project (and no officer, director, employee, shareholder or agent thereof shall have any party or entity that assumes the Contract or that enters into such new contractliability with respect thereto). (Fviii) In the event Administrative Collateral Agent, the Lenders Secured Parties or their designee(s) or assignee(s) succeed to Borrower's the Project Company’s interest under the Contract, Administrative Collateral Agent, the Lenders Secured Parties or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults Defaults under the Contract, except any performance defaults of Borrower itself Defaults which by their nature are not susceptible capable of being curedcured (including, without limitation, defaults which relate to bankruptcy of the Project Company or other defaults that relate to the status or condition of the Project Company at the time of the Default because they are personal to the Project Company). Administrative Collateral Agent, the Lenders Secured Parties and their designee(s) or assignee(s) shall have the right to assign all or a pro rata their interest in the Contract or the new contract entered into pursuant to subparagraph 1(dSection 1(a)(v) above to a person or entity to whom Borrowerthe Project Company’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower the Project Company (or Collateral Agent or the Secured Parties or their designee(s) or assignee(s)) under the ContractContract and is a Qualified Transferee. Upon such assignment, Administrative Collateral Agent and the Lenders Secured Parties and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned. (ix) This Consent shall not be deemed to waive or modify in any respect any of the rights of any Contracting Party under the Contract against the Project Company or to relieve Project Company from the observance and performance of any and all covenants and conditions of the Project Company except as otherwise expressly provided herein. (b) Each Contracting Party (i) acknowledges that the Class A Member has agreed to acquire all of the Class A Membership Interests in the Project Company as referred to in Recital F above, and may from time to time thereafter transfer or assign all or part of its Class A Membership Interest to another Tax Equity Investor, (ii) agrees that such issuance and any such subsequent transfer or assignment constitutes a Tax Equity Transaction under and as defined in the Contract, and (iii) acknowledges that Astoria Holdings may be removed from its role as managing member for cause, as defined in and pursuant to the documents associated with any Tax Equity Transaction, in which case the Class A Member shall appoint a replacement managing member that itself has retained a Qualified Operator for the Facility (or has agreed not to interfere with the existing Qualified Operator for the Facility). (c) SCPPA, acting as Buyers’ Agent, shall deliver duplicates or copies of all notices of Default (as defined above) to Class A Member simultaneously with delivery thereof to the Project Company and the Collateral Agent. Failure by SCPPA, acting as Buyers’ Agent, to deliver any such notice shall not create a cause or claim against SCPPA, acting as Buyers’ Agent, or any Contracting Party on the part of Class A Member.

Consent to Assignment. PacifiCorp PUPCO acknowledges receipt of the assignment referred Security Agreement dated as of March 1, 1996 (as the same may be amended from time to in Recital E abovetime, "Security Agreement"), by and between Assignor and Assignee, pursuant to which Assignor has assigned its interest under the Assigned Agreement to Assignee on behalf of Assignee and the Banks and consents to an assignment the Assignor's transfer, assignment, grant of the Contract pursuant theretoa security interest and all other provisions described therein, and agrees with Administrative Agent Assignee for the Benefit of the Banks as follows: (Aa) Administrative Agent Assignee shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower Assignor under the Contract, subject to applicable notice and cure periods provided in the ContractAssigned Agreement. Upon receipt of notice from Administrative AgentAssignee, PacifiCorp PUPCO agrees to accept such exercise and cure by Administrative Agent if timely made Assignee and to render all performance due by Administrative Agent it under the Contract Assigned Agreement and this ConsentConsent to Assignment to the Banks. Upon receipt of Administrative Agent's written instructions, PacifiCorp PUPCO agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower It under the Contract from and after PacifiCorp’s Assigned Agreement directly to Assignee for the benefit of the Banks upon receipt of such Assignee's written instructions, and Borrower consents to any such action. (Bb) PacifiCorp PUPCO will not, without the prior written consent of Administrative Agent Assignee (such consent not to be unreasonably withheld), (i) cancel or terminate the ContractAssigned Agreement except as provided in the Assigned Agreement and in accordance with paragraph 2(c) hereof, or consent to or accept any cancellation, cancellation or termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) hereofAssignor, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the ContractAssigned Agreement, or (iii) amend or modify the Contract Assigned Agreement in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp material respect. PUPCO agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract Assigned Agreement to Administrative Agent in accordance with Assignee promptly upon receipt or delivery thereof and will advise Assignee of any non- material amendments to the notice provisions Assigned Agreement. (c) PUPCO will not terminate the Assigned Agreement on account of this Consent. PacifiCorp may deliver any such notices concurrently with delivery default or breach of the Assignor thereunder without written notice to Borrower under the Contract. Administrative Agent shall have: Assignee and first providing to Assignee (ai) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or thirty (b) ninety (9030) days from the date notice of default or breach is delivered to Administrative Agent Assignee to cure such default if such default is the failure to pay amounts to PUPCO which are due and payable under the Assigned Agreement or (ii) a reasonable opportunity, but not fewer than ninety (90) days following the date notice of default or breach is delivered to Assignee to cure such breach or default if the breach or default cannot be cured by the payment of money to PacifiCorp, PUPCO so long as Administrative Agent Assignee or its designee shall have commenced to cure the breach or default within such ninety day period and thereafter diligently pursues such cure to completion and continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, Assigned Agreement and all other obligations under the Contract Assigned Agreement are performed by Borrower Assignor or Administrative Agent or its designee(s) or assignee(s)Assignee. If possession of the Project "Project" (as defined in the Credit Agreement) is necessary to cure such breach or default, and Administrative Agent Assignee or its designee(s) or assignee(s) declare Borrower Assignor in default and commence foreclosure proceedings, Administrative Agent Assignee or its designee(s) or assignee(s) (will be allowed a reasonable period to complete such proceedings. PacifiCorp If Assignee or its designee(s) or assignee(s) are prohibited by any court order or bankruptcy or insolvency proceedings from curing the default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition. PUPCO consents to the transfer of BorrowerAssignor's interest under the Contract Assigned Agreement to the Lenders or Administrative Agent or their designee(s) or assignee(s) Banks or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower Assignor in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp PUPCO shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) Banks or any of them or other purchaser or grantee as the applicable party under the Contract Assigned Agreement (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) Banks or purchaser or grantee assume assumes the obligations of Borrower Assignor under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the ContractAssigned Agreement). (Dd) Notwithstanding subparagraph 1(C) above, in In the event that the Contract Assigned Agreement is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract Assigned Agreement is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) Assignee as provided in subparagraph 1(Cparagraph 2(c) above, and if, within forty-five (45) days after such rejection or termination, the Lenders Banks or their successors or assigns shall so request, PUPCO will execute and deliver to the extent permitted by applicable lawBanks, PacifiCorp and the Lenders or Administrative Agent or if applicable, their designee(s) or assignee(s) will enter into successors and assigns, a new contract. Such new contract Assigned Agreement, which Assigned Agreement shall be on the same terms and conditions as the original Contract Assigned Agreement for the remaining term of the original Contract Assigned Agreement before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (Ee) In the event Administrative Agent, the Lenders Banks or their designee(s) or assignee(s) elect to perform BorrowerAssignor's obligations under the Contract Assigned Agreement or to enter into a new Assigned Agreement as provided in subparagraph 1(C(c) above or enter into a new contract as provided in subparagraph 1(D(d) respectively above, the recourse of PacifiCorp against Administrative AgentBanks, Lenders or their designee(s) and assignee(s) ), shall have no personal liability to PUPCO for the performance of such obligations, and the sole recourse of PUPCO in seeking the enforcement of such obligations shall be limited to such parties’ interests ' interest in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (Ff) In the event Administrative Agent, the Lenders Banks or their designee(s) or assignee(s) succeed to BorrowerAssignor's interest under the Contract, Administrative AgentAssigned Agreement, the Lenders Banks or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults for failure to pay amounts owed under the ContractAssigned Agreement, except but shall not otherwise be required to perform or be subject to any performance defaults defenses or offsets by reason of Borrower itself which by their nature are not susceptible any of being curedAssignor's other obligations under the Assigned Agreement that were unperformed at such time. Administrative Agent, the Lenders and their designee(s) or assignee(s) The Banks shall have the right to assign all or a pro rata interest in the Contract Assigned Agreement or the a new contract Assigned Agreement entered into pursuant to subparagraph 1(d(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower Assignor (or the Banks) under the ContractAssigned Agreement. Upon such assignment, Administrative Agent and Assignee and, if applicable, the Lenders and their designee(s) or assignee(s) Banks (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned. (g) The parties hereto agree that this Consent to Assignment is given by PUPCO on the condition that if there are any inconsistencies between this Consent to Assignment and the Assigned Agreement, this Consent to Assignment shall control.

Consent to Assignment. PacifiCorp acknowledges the collateral assignment referred by Xxxxxxxx of, among other things all of its right, title and interest in, to in Recital E aboveand under the PPA to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents, consents to an assignment of the Contract PPA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractPPA, subject to applicable notice and cure periods provided in the ContractPPA. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract PPA and this Consent. Upon receipt of Administrative Agent's ’s written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract PPA from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (i) cancel or terminate the ContractPPA, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract PPA and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract PPA to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the ContractPPA. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract PPA if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractPPA, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractPPA, then as to Administrative Agent, the applicable cure period under the Contract PPA shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety the later of the applicable cure period under the PPA or thirty (9030) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, PPA and all other obligations under the Contract PPA are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, then Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedingsproceedings but not to exceed ninety (90) days. PacifiCorp consents to the transfer of Borrower's ’s interest under the Contract PPA to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any a Qualified Transferee upon enforcement of them or a purchaser or grantee such security at a foreclosure sale by judicial or nonjudicial non-judicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee such Qualified Transferee as the applicable party under the Contract PPA (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee Qualified Transferee assumes the obligations of Borrower under the ContractPPA). Upon such assignmentFor purposes of this Consent, Administrative Agent “Qualified Transferee” means a Person that is at least as financially and the Lenders operationally qualified as Borrower and their designee(shas (or agrees to contract with an operator who has) or assignee(sat least three (3) (including their agents years of experience operating a [__________]-powered electric generating facility of similar technology and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, similar size to the extent of the interest assignedProject.

Consent to Assignment. PacifiCorp acknowledges (a) Subject to the assignment referred to in Recital E aboveterms of this Fifth Amendment, Landlord hereby consents to an the assignment of the Contract Lease to Assignee. Notwithstanding the assignment of the Lease to Assignee (the “Assignment”) pursuant to the Assignment Agreement and Landlord’s consent thereto, Assignee shall not take possession of the Premises unless and until Landlord shall have received an insurance certificate from Assignee satisfying the requirements of the Lease and the Letter of Credit required pursuant to Section 7 of this Fifth Amendment. Landlord agrees that, solely for purposes of determining whether Tenant has satisfied the Leasing Threshold, the Assignment to Assignee shall not constitute an “assignment” that prevents Assignee, as Tenant, from satisfying the Leasing Threshold at the time such determination is being made, provided, however, the requirement to not have assigned the Lease (other than assignments permitted pursuant to Section 12.5 of the Lease) in order to satisfy the Leasing Threshold shall continue to apply to any future assignment (other than an assignment permitted pursuant to Section 12.5 of the Lease) after the Assignment. (b) Original Tenant and Assignee represent and warrant to Landlord that the copy of the Assignment Agreement attached hereto as Exhibit A is a true, correct and complete copy of the Assignment Agreement. Landlord neither approves nor disapproves of any specific term, condition or agreement contained in the Assignment Agreement, and the Assignment Agreement shall be subordinate and at all times subject to all of the covenants, agreements, terms, provisions and conditions contained in the Lease (as amended by this Fifth Amendment). (c) Assignee covenants and agrees that, commencing as of the Assignment Effective Date and except as otherwise expressly set forth in this Fifth Amendment, Assignee (i) assumes all duties, obligations, and responsibilities of the Tenant under the Lease which first arise or accrue on and after the Assignment Effective Date, and (ii) agrees to pay, perform, observe and discharge ACTIVE/112977395.9 all of Tenant’s covenants, conditions and obligations under the Lease required to be paid, performed and observed on the part of the Tenant under the Lease and which first arise or accrue on and after the Assignment Effective Date; provided, however, that Assignee shall have no (x) duty, obligation or responsibility with Administrative Agent as follows: respect to any obligations of Tenant under the Lease which accrued prior to the Assignment Effective Date, (Ay) Administrative Agent obligation to make any payments of the Monthly Improvement Costs Payment under the Lease, and (z) obligation to pay the Annual Fixed Rent or the Additional Rent payable under Sections 6.2 and 7.5 of the Lease prior to the Rent Adjustment Date. Assignee shall be entitled (but not obligated) responsible to exercise pay all rights and to cure any defaults utility charges payable under Section 5.2 of Borrower under the Contract, subject to applicable notice and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract Lease from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such actionthe Assignment Effective Date. (Bd) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not Original Tenant shall remain obligated to be unreasonably withheld), (i) cancel or terminate the Contract, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract pay and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation perform all monetary and non-monetary obligations of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security Tenant under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the ContractLease, including, without limitation, satisfaction all indemnification obligations and compliance with the payment of all requirements of Sections 8.1 Annual Fixed Rent, the Monthly Improvement Costs Payment, utility charges and 8.2 of Additional Rent payable under the ContractLease through the date immediately prior to the Assignment Effective Date, and provided further that PacifiCorp’s subordinated lien rights with respect to (ii) pay the Project are preserved in the event of any transfer of Borrower’s interest under the ContractExtended Rent Payment (as hereinafter defined). (De) Notwithstanding subparagraph 1(C) aboveExcept as otherwise expressly provided herein, nothing contained herein shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the event that the Contract is rejected by a trustee Lease (including Assignee’s obligation to obtain any required consents for any other or debtor-in-possession in any bankruptcy future assignments or insolvency proceedingsublettings), or if to waive any breach thereof, or any rights or remedies of Landlord under the Contract is terminated Lease against any person, firm, association or corporation liable for any reason other than a default which could have been but was not cured by Administrative Agent the performance thereof, or its designee(s) to enlarge, increase, decrease, reduce or assignee(s) as provided in subparagraph 1(C) aboveotherwise affect Landlord’s obligations or liabilities under the Lease, and ifall terms, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms covenants and conditions as the original Contract for the remaining term of the original Contract before giving effect Lease are hereby declared by each of Landlord, Original Tenant and Assignee to be in full force and effect. Notwithstanding the foregoing, but provided and only so long as Original Tenant has (i) vacated and surrendered possession of the Premises in the Surrender Condition by the Surrender Date, as such terminationterms are hereinafter defined, and shall require (ii) paid the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under Extended Rent Payment by the original Contract. Extended Rent Payment Date, as hereinafter defined (E) In the event Administrative Agent“Release Conditions”), the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) Original Tenant shall be released from all of the obligations and liabilities of Tenant under the Lease and Guarantor shall be released from all of the obligations and liabilities of Guarantor under the Guaranty (including, without limitation, the Annual Fixed Rent and Additional Rent obligations) that first accrue after the Assignment Effective Date. If Original Tenant does not timely satisfy the Release Conditions, then Original Tenant (and Guarantor) shall continue to be liable under the Lease and the Guaranty, respectively, for obligations accruing under the Lease through and including the date that the Release Conditions are satisfied (the “Subsequent Release Date”), except that, Tenant’s (and Guarantor’s) continuing liability for the payment of the Annual Fixed Rent under the Lease from the Assignment Effective Date through the Subsequent Release Date will be limited to the Annual Fixed Rent plus Additional Rent that would have been payable under the Lease during such extended liability period without giving effect to the increase in Annual Fixed Rent set forth in Section 6 of this Fifth Amendment. Notwithstanding the foregoing, Original Tenant’s obligations under the indemnification provisions in the Lease shall survive the Assignment Effective Date (or any further liability thereunder accruing Subsequent Release Date) as to any claims arising out of occurrences within the scope of the Lease’s indemnification provisions occurring prior to the Assignment Effective Date (or any Subsequent Release Date), whether or not the claims are asserted before, on or after the Assignment Effective Date (or any Subsequent Release Date). ACTIVE/112977395.9 (f) In consideration of this Fifth Amendment and the release of Original Tenant and Guarantor set forth in Section 3(e) above and notwithstanding that Original Tenant is obligated to vacate and surrender possession of the Premises at the time and in accordance with the terms of Section 4 of this Fifth Amendment, Original Tenant shall remain obligated to pay (and shall pay) to Landlord, by not later than March 25, 2022 (the “Extended Rent Payment Date”), the sum of $1,316,737.00 (the “Extended Rent Payment”) which represents the Annual Fixed Rent, Monthly Improvement Costs Payment, and the Additional Rent payable under Section 6.2 and Section 7.5 of the Lease for the three (3) months following the Assignment Effective Date (the “Extended Rent Period”). The obligation to make payments of the Monthly Improvement Costs Payment under the Lease shall terminate on the later date to occur of (i) the expiration of the Extended Rent Period, and (ii) the date Tenant satisfies the Release Conditions. Assignee shall be responsible for the payment of all other Additional Rent payable under the Lease from and after the date of Assignment Effective Date (including during the Extended Rent Period), such assignmentas, to the extent of the interest assignedbut without limitation, utility charges and overtime HVAC requested by Assignee.

Consent to Assignment. PacifiCorp acknowledges the collateral assignment referred by Xxxxxxxx of, among other things all of its right, title and interest in, to in Recital E aboveand under the ESA to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents, consents to an assignment of the Contract ESA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractESA, subject to applicable notice and cure periods provided in the ContractESA. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract ESA and this Consent. Upon receipt of Administrative Agent's ’s written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract ESA from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (i) cancel or terminate the ContractESA, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract ESA and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract ESA to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the ContractESA. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractESA, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractESA, then as to Administrative Agent, the applicable cure period under the Contract ESA shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety the later of the applicable cure period under the ESA or thirty (9030) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, ESA and all other obligations under the Contract ESA are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, then Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedingsproceedings but not to exceed ninety (90) days. PacifiCorp consents to the transfer of Borrower's ’s interest under the Contract ESA to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any a Qualified Transferee upon enforcement of them or a purchaser or grantee such security at a foreclosure sale by judicial or nonjudicial non-judicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee such Qualified Transferee as the applicable party under the Contract ESA (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee Qualified Transferee assumes the obligations of Borrower under the ContractESA). Upon such assignmentFor purposes of this Consent, Administrative Agent “Qualified Transferee” means a Person that is at least as financially and the Lenders operationally qualified as Borrower and their designee(shas (or agrees to contract with an operator who has) or assignee(sat least three (3) (including their agents years of experience operating a utility scale electric storage facility of similar technology and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, similar size to the extent of the interest assignedProject.

Consent to Assignment. PacifiCorp acknowledges 1.1. This Consent shall not be effective and the assignment referred to in Recital E above, consents to an assignment Assignment shall not be valid nor shall Assignee take possession of the Contract pursuant theretoPremises unless and until Landlord shall have received: (a) counterparts of this Consent executed by Xxxxxx and Assignee, and agrees with Administrative Agent (b) on or before the Effective Date (as follows:defined in the Assignment Agreement)(the “Assignment Date”) Tenant shall deliver to Landlord the then full outstanding principal balance of TI Rent remaining unpaid under the Lease as of such date of payment. Tenant and Assignee represent and warrant to Landlord that the copy of the Assignment Agreement attached hereto as Exhibit A is true, correct and complete. Assignee shall deliver to Landlord an insurance certificate satisfying the requirements of the Lease prior to the earlier of: (x) Assignee accessing the Premises under the Assignment Agreement, or (y) the Assignment Date. (A) Administrative Agent 1.2. Landlord neither approves nor disapproves the terms, conditions and agreements contained in the Assignment Agreement, all of which shall be entitled (but not obligated) to exercise subordinate and at all rights and to cure any defaults of Borrower under the Contract, times subject to applicable notice all of the covenants, agreements, terms, provisions and cure periods provided conditions contained in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract Lease and this Consent. 1.3. Upon receipt Nothing contained herein or in the Assignment Agreement shall be construed to modify, waive, impair, or affect any of Administrative Agent's written instructionsthe terms, PacifiCorp agrees covenants or conditions contained in the Lease (including Assignee’s obligation to make directly obtain any required consents for any other or future assignments or sublettings), or to Administrative Agent waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease, and all payments terms, covenants and conditions of the Lease are hereby declared by each of Landlord, Tenant and Assignee to be made by PacifiCorp in full force and effect, subject 12 1 to Borrower the terms of this Consent. Nothing contained herein shall release Tenant from any obligations of Tenant accruing under the Contract Lease prior to the Assignment Date and/or any obligations that would survive the expiration or earlier termination of the Lease had the Lease terminated on the day immediately preceding the Assignment Date (collectively, the "Tenant Surviving Obligations”). Except for the Tenant Surviving Obligations, Landlord hereby releases Tenant from any and all obligations and liabilities under the Lease that first accrue from and after PacifiCorp’s receipt the Assignment Date. 1.4. Notwithstanding anything in the Assignment Agreement to the contrary: a. Commencing on the Assignment Date, Assignee does hereby expressly assume and agree to be bound by the Lease and to perform and comply with, for the benefit of such instructionsLandlord, each and every obligation of Tenant under the Lease accruing from and after the Assignment Date. b. Tenant and Assignee agree to each of the terms and conditions of this Consent, and Borrower consents to upon any such actionconflict between the terms of the Assignment Agreement and this Consent, the terms of this Consent shall control. (B1.5. The mention in this Consent of any particular remedy shall not preclude Landlord from any other remedy in law or in equity. 1.6. Concurrent with Xxxxxx’s delivery of an executed counterpart of this Consent to Landlord, Tenant shall, pursuant to the terms of Section 22(b) PacifiCorp of the Lease, pay to Landlord a fee in the amount of $2,500 in consideration of Landlord’s review of the Assignment Agreement and preparation of this Consent. 1.7. Tenant and Assignee agree that the Assignment Agreement will not, not be modified or amended in any way without the prior written consent of Administrative Agent (such Landlord, which consent shall not to be unreasonably withheld), conditioned or delayed. Any modification or amendment of the Assignment Agreement without Landlord’s prior written consent shall be void and of no force or effect. 1.8. Tenant shall provide written notice to Landlord: (i) cancel or terminate at least (5) business days prior to the ContractAssignment Date, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose within three (by operation of law or otherwise3) of any part business days following Assignee’s exercise of its interest in right to terminate the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse Assignment pursuant to the interest Section 3 of the Lenders in the Contract as collateral security under the Security Assignment Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp (a) PEPCO acknowledges notice and receipt of, and consents upon the terms and conditions herein set forth (i) to the assignment referred to in Recital E abovethe Security Agent, consents for the benefit of the Owner Trustee, the LOC Issuer, and the Owner Participant of the Partnership's right, title and interest in, to an and under the Assigned Agreement pursuant to the Assignment and the Security Agreement, (ii) upon execution and delivery of the Facility Lease, to the assignment of such right, title and interest to the Contract Owner Trustee pursuant thereto, and agrees with Administrative Agent as follows: to the Present Assignment (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the Contract, subject to applicable notice and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld"Assigned Interest"), (iiii) cancel or terminate to the Contractcollateral assignment by the Owner Trustee of all its right, or consent title and interest in and to or accept any cancellationthe Assigned Interest to the Indenture Trustee pursuant to the Indenture, termination or suspension thereof and (iv) to the assignment to the Security Agent, for the benefit of the Owner Trustee, the LOC Issuer and the Owner Participant (and by Borrowercollateral assignment, to the Indenture Trustee), each of the General Partner's and the Limited Partner's right, title and interest in, to and under its partnership interest and the Transfer Agreement pursuant to the Pledge Agreements. Notwithstanding the provisions of the Security Agreement and the Present Assignment, except as provided in the Contract following two sentences, neither the Security Agent, the Owner Trustee, the Indenture Trustee nor any of the other Collateral Security Parties shall succeed to the rights, title, interest and obligations of the Partnership under, or be substituted for the Partnership as a party to, the Assigned Agreement, unless and until such succession and substitution have been made in accordance with subparagraph 1(Cthe provisions of Section 1.2(a) hereof, it being understood that if the Owner Trustee shall exercise any right to act as "Seller" under the Assigned Agreement it shall be subject to the provisions of said Section 1.2(a) hereof. PEPCO acknowledges and agrees that upon the occurrence of a Lease Event of Default under the Facility Lease and during the continuation thereof, and subject to prior notice by a Collateral Security Party to PEPCO, the Security Agent shall be entitled to make all demands, give all notices, take all actions and exercise all rights of the Partnership under the Assigned Agreement in accordance with the terms of the Assigned Agreement, provided that any assignment of rights under the Assigned Agreement shall also be subject to Section 1.2(a) of this Consent. The Partnership agrees that PEPCO is authorized to act in accordance with the Security Agent's exercise of the Partnership's rights in accordance with this Section 1.1, upon PEPCO's receipt of notice from a Collateral Security Party, and that PEPCO shall bear no liability to the Partnership in connection therewith. (b) PEPCO's acknowledgement and consent in Section 1.1(a) hereof are limited to (i) the assignment to the Security Agent of the Partnership's right, title and interest in, to and under the Assigned Agreement pursuant to the Security Agreement and the assignment by the Partnership of such right, title and interest to the Owner Trustee pursuant to the Present Assignment, (ii) sellthe collateral assignment of the Transfer Agreement and the partnership interests of the General Partner and the Limited Partner to the Security Agent pursuant to the Pledge Agreements, assign or otherwise dispose and (iii) the collateral assignment by operation the Owner Trustee to the Indenture Trustee pursuant to the Indenture of law or otherwise) of any part of its all the Owner Trustee's right, title and interest in the ContractAssigned Agreement, except as provided in the ContractTransfer Agreement and such partnership interests, and are not applicable to any other Project Document or (iii) amend to any other Financing Document or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or action taken pursuant to the Contract to Administrative Agent in accordance with the notice provisions of any other Financing Document. By entering into this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract PEPCO is not being breached, waiving (and all hereby expressly reserves) its rights to consent to or otherwise approve any other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower assignment beyond those explicitly listed in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contractthis Section 1.1(b). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp Buyer acknowledges the assignment referred to in Recital E above, consents to an assignment of the Contract PPA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractPPA, subject to applicable notice and cure periods provided in the ContractPPA. Upon receipt of notice from Administrative Agent, PacifiCorp Buyer agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract PPA and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp Buyer agrees to make directly to Administrative Agent all payments to be made by PacifiCorp Buyer to Borrower under the Contract PPA from and after PacifiCorpBuyer’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp Buyer will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the ContractPPA, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract PPA and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the ContractPPA, except as provided in the ContractPPA, or (iii) amend or modify the Contract PPA in any manner materially adverse to the interest of the Lenders in the Contract PPA as collateral security under the Security Agreement. (C) PacifiCorp Buyer agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp Buyer under or pursuant to the Contract PPA to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp Buyer may deliver any such notices concurrently with delivery of the notice to Borrower under the ContractPPA. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract PPA if such default is the failure to pay amounts to PacifiCorp Buyer which are due and payable by Borrower under the ContractPPA, except that if PacifiCorp Buyer does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractPPA, then as to Administrative Agent, the applicable cure period under the Contract PPA shall begin on the date on which the notice is given to Administrative Agent, or (b) the later of the applicable cure period under the PPA or ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorpBuyer, so long as Administrative Agent continues to perform any monetary obligations under the ContractPPA, Section 11.1.2(c) of the Contract PPA is not being breached, and all other obligations under the Contract PPA are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project Facility is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedings. PacifiCorp Buyer consents to the transfer of Borrower's interest under the Contract PPA to the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or any of them or a purchaser or grantee pursuant to the terms of the Financing Documents upon enforcement of such security at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp Buyer shall recognize the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or any of them or other purchaser or grantee as the applicable party under the Contract PPA (provided that such Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or purchaser or grantee assume the obligations of Borrower under the ContractPPA, including, without limitation, including satisfaction and compliance with all requirements of Sections 8.1 and 8.2 Article 8 of the ContractPPA, and provided further that PacifiCorpBuyer’s subordinated lien rights with respect to the Project Facility are preserved in the event of any such transfer of Borrower’s interest under the ContractPPA). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract PPA is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract PPA is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) designees or assignee(s) assignees as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp Buyer and the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract PPA for the remaining term of the original Contract PPA before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees to cure any payment defaults then existing under the original ContractPPA. (E) In the event Administrative Agent, the Lenders or their designee(s) designees or assignee(s) assignees elect to perform Borrower's obligations under the Contract PPA as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp Buyer against Administrative Agent, Lenders or their designee(s) designees and assignee(s) assignees shall be limited to such parties’ interests in the ProjectFacility, the credit support required under Section 7 Article 8 of the ContractPPA, and recourse against the assets of any party or entity that assumes the Contract PPA or that enters into such new contract. Nothing herein abrogates Buyer’s Covered Facility Right of First Offer as that term is defined in the PPA. (F) In the event Administrative Agent, the Lenders or their designee(s) designees or assignee(s) assignees succeed to Borrower's interest under the ContractPPA, Administrative Agent, the Lenders or their designee(s) designees or assignee(s) assignees shall cure any then-existing payment and performance defaults under the ContractPPA, except any performance defaults of Borrower itself which by their nature are not susceptible of being curedcured and do not impair Buyer’s rights under the PPA. Administrative Agent, the Lenders and their designee(s) designees or assignee(s) assignees shall have the right to assign all or a pro rata interest in the Contract PPA or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project Facility is transferred, provided such transferee assumes the obligations of Borrower under the ContractPPA. Upon such assignment, Administrative Agent and the Lenders and their designee(s) designees or assignee(s) assignees (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp acknowledges In accordance with Section 11.2 of the assignment referred to in Recital E abovePurchased License, Factor hereby consents to an the purchase, sale and assignment of the Contract pursuant theretoPurchased License effected hereunder. Buyer shall, as of the date of this Agreement, assume, and agrees be bound by all obligations of Seller under the Purchased License (provided that, for avoidance of doubt, such assumption of obligations under the Purchased License shall not eliminate Seller’s and the Stockholders’ obligations to Buyer or any other Buyer Indemnified Parties, or Buyer’s or any other Buyer Indemnified Party’s rights and remedies against Seller and the Stockholders, hereunder with Administrative Agent respect to any Action, Liability or Losses that are not Assumed Liabilities). Factor and Buyer agree that in the event the Purchased License is terminated and the Exclusive License Agreement between Factor and Buyer dated February 20, 2023 (“Factor-Eterna License Agreement”) is still in effect as follows: (A) Administrative Agent shall be entitled (but not obligated) of the effective date of such termination, notwithstanding anything to exercise the contrary in the Factor-Eterna License Agreement, all rights and to cure any defaults of Borrower granted under the ContractPurchased License under the Licensed Technology, the Auxiliary Technologies, and the Auxiliary Technology Patents to Exploit Licensed Products in the Territory in the Field, and rights related thereto (each, as defined in the Purchased License) (“Exacis Granted Rights”) shall revert back to Factor, subject to applicable notice the terms of the Purchased License, and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent Buyer shall not have any rights under the Contract Factor-Eterna License Agreement with respect to such Exacis Granted Rights. Factor acknowledges and agrees that, as of the date of this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), Agreement: (i) cancel there are no amounts due and payable to Factor under the Purchased License that have not been satisfied on or terminate prior to the Contract, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) date hereof, ; (ii) sellthe Purchased License is, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest and will be following Closing, in the Contract, except as provided in the Contract, or full force and effect; and (iii) amend or modify Seller is not in default under the Contract in Purchased License nor has any manner materially adverse event occurred which, with the passage of time, would constitute a default under the Purchased License. Xxxxx, Seller and Factor agree that, subject to the interest terms of this Section 6.01, all requirements under Section 11.2 of the Lenders in Purchased License for the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees Purchased License to deliver duplicates or copies of all notices of default delivered be validly assigned by PacifiCorp under or pursuant Seller to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could Buyer have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contractsatisfied. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp acknowledges the collateral assignment referred by Borrower of, among other things all of its right, title and interest in, to in Recital E aboveand under the ESA to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents, consents to an assignment of the Contract ESA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractESA, subject to applicable notice and cure periods provided in the ContractESA. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract ESA and this Consent. Upon receipt of Administrative Agent's ’s written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract ESA from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (i) cancel or terminate the ContractESA, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract ESA and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract ESA to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the ContractESA. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractESA, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractESA, then as to Administrative Agent, the applicable cure period under the Contract ESA shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety the later of the applicable cure period under the ESA or thirty (9030) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, ESA and all other obligations under the Contract ESA are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, then Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedingsproceedings but not to exceed ninety (90) days. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above ESA to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.Qualified Transferee upon enforcement of

Consent to Assignment. PacifiCorp The City acknowledges the assignment referred to in Recital E above, consents to an assignment of the Contract Power Purchase Agreement and Interconnection Agreement pursuant thereto, and agrees with Administrative Agent Agent, as follows: (Aa) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractPower Purchase Agreement or Interconnection Agreement, as the case may be, subject to applicable notice and cure periods provided in the ContractPower Purchase Agreement and Interconnection Agreement. Upon receipt of notice from Administrative Agent, PacifiCorp the City agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract Power Purchase Agreement or Interconnection Agreement, as the case may be, and this Consent. Upon receipt of Administrative Agent's written instructionsinstructions and to the extent allowed by law, PacifiCorp the City agrees to make directly to such account as Administrative Agent may direct the City, in writing, from time to time, all payments to be made by PacifiCorp the City to Borrower under the Contract Power Purchase Agreement or Interconnection Agreement, as the case may be, from and after PacifiCorpthe City’s receipt of such instructions, and Borrower Xxxxxxxx consents to any such action. The City shall not incur any liability to Borrower under the Power Purchase Agreement, Interconnection Agreement, or this Consent for directing such payments to Administrative Agent in accordance with this subsection (a). (Bb) PacifiCorp The City will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the ContractPower Purchase Agreement or Interconnection Agreement, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract Power Purchase Agreement or Interconnection Agreement and in accordance with subparagraph 1(C1(c) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the ContractPower Purchase Agreement or Interconnection Agreement, except as provided in the ContractPower Purchase Agreement or Interconnection Agreement, or (iii) amend or modify the Contract Power Purchase Agreement or Interconnection Agreement in any manner materially adverse to the interest of the Lenders in the Contract Power Purchase Agreement and Interconnection Agreement as collateral security under the Security Agreement. (Cc) PacifiCorp The City agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp the City under or pursuant to the Contract Power Purchase Agreement or Interconnection Agreement to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may The City shall deliver any such notices concurrently with delivery of the notice to Borrower under the ContractPower Purchase Agreement or Interconnection Agreement. To the extent that a cure period is provided under the Power Purchase Agreement or Interconnection Agreement, Administrative Agent shall have: (a) have the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractPower Purchase Agreement or Interconnection Agreement, except that if PacifiCorp the City does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractPower Purchase Agreement or Interconnection Agreement, then as to Administrative Agent, the applicable cure period under the Contract Power Purchase Agreement or Interconnection Agreement shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedingsproceedings so long as Administrative Agent or its designee(s) continue to perform any monetary obligations under the Power Purchase Agreement or Interconnection Agreement, as the case may be. PacifiCorp The City consents to the transfer of BorrowerXxxxxxxx's interest under the Contract Power Purchase Agreement and Interconnection Agreement to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp the City shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract Power Purchase Agreement and Interconnection Agreement (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the ContractPower Purchase Agreement and Interconnection Agreement, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 credit provisions of the ContractPower Purchase Agreement and Interconnection Agreement, if any, and provided further that PacifiCorp’s subordinated lien rights with respect such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee has a creditworthiness equal to the Project are preserved in the event of any transfer of or better than Borrower’s interest under the Contract, as reasonably determined by City). (Dd) Notwithstanding subparagraph 1(C) above, in In the event that either the Contract Power Purchase Agreement or Interconnection Agreement, or both is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or terminationrejection, the Lenders or their successors or assigns Administrative Agent shall so request, the City will execute and deliver to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract power purchase agreement or interconnection agreement, as the case may be, which power purchase agreement or interconnection agreement shall be on the same terms and conditions as the original Contract Power Purchase Agreement or Interconnection Agreement for the remaining term of the original Contract Power Purchase Agreement or Interconnection Agreement before giving effect to such terminationrejection, and which shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original ContractPower Purchase Agreement or Interconnection Agreement. Notwithstanding the foregoing, any new renewable power purchase agreement or interconnection agreement will be subject to all regulatory approvals required by law. The City will use good faith efforts to promptly obtain any necessary regulatory approvals. (Ee) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above Power Purchase Agreement and Interconnection Agreement, succeed to Borrower’s interest under the Power Purchase Agreement and Interconnection Agreement, or enter into a new contract power purchase agreement or interconnection agreement as provided in subparagraph 1(D1(d) above, the recourse of PacifiCorp the City against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such partiesParties’ interests in the Project, and the credit support required under Section 7 of the ContractPower Purchase Agreement and Interconnection Agreement, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contractif any. (Ff) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to BorrowerXxxxxxxx's interest under the ContractPower Purchase Agreement and Interconnection Agreement, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the ContractPower Purchase Agreement or Interconnection Agreement, except any performance defaults of Borrower itself itself, which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above Power Purchase Agreement and Interconnection Agreement to a person or entity to whom BorrowerXxxxxxxx’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the ContractPower Purchase Agreement and Interconnection Agreement and has a creditworthiness equal to or better than Borrower, as reasonably determined by the City. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp acknowledges the assignment referred to in Recital E above, Landlord hereby consents to an assignment of the Contract pursuant thereto, foregoing Assignment and agrees Assumption in accordance with Administrative Agent as followsthe Lease by and between Landlord and Assignor. It is understood and agreed that: (Aa) Administrative Agent shall be entitled The foregoing consent is not a waiver of Landlord’s right to consent to or impose restrictions upon any future assignment or subletting. The undersigned Landlord does hereby certify that (but 1) the copy of the Lease attached hereto as Exhibit “B” is a true, full and correct copy of the Lease and the Lease has not obligatedbeen modified or amended in any way; (2) the Lease is in full force and effect, and, to exercise all rights and to cure any defaults the best of Borrower under the Contract, subject to applicable notice and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorpLandlord’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld)knowledge, (i) cancel neither party is in default thereunder, and (ii) nor do any circumstances exist which, upon notice and/or expiration of any applicable grace period, would constitute a default thereunder; (3) the payment of rent and all other amounts payable by Assignor under the Lease is current through the month of June, 1999;. and (5) the Landlord shall not require any of the leasehold improvements made in and to the Premises (excluding Personal Property which may be removed without permanent damage to the Premises), made by or terminate on behalf of the ContractAssignor or Sublessee as of the date hereof to be altered or removed by the holder of the lessee’s interest in and to the Lease upon the expiration or earlier termination of the Lease. Further, the undersigned Landlord does hereby represent and warrant that the Landlord holds record title to the premises demised under the Lease and that the Lease is subject to no underlying ground lease. (b) Landlord releases Assignor from any liability for any of the obligations of the tenant under the Lease arising or consent occuring after the Effective Date. /// (c) Landlord holds no security or other deposit for or on behalf of Assignor except the sum of $20,400.00 and such security or other deposit shall be retained by Landlord and returned to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and Assignee in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation Section 3.6 of law or otherwise) the Lease. Landlord shall have no liability to Assignor subsequent to the Effective Date relative to any such security deposit. Landlord hereby acknowledges Assignor’s release to Assignee of any part and all of its interest in the Contract, except as provided in the Contract, Assignor’s claims to any prepayment or (iii) amend or modify the Contract in any manner materially adverse deposit held by Landlord relating to the interest of the Lenders in the Contract as collateral security under the Security Agreement. Premises or leasehold improvements (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of Borrower's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction any utility deposits, performance and/or completion bonds, and compliance with all requirements the like). All prepayments and deposits held by Landlord pursuant, to the Lease shall be held by Landlord for the benefit of Sections 8.1 and 8.2 Assignee, subject to the provisions of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract)Lease requiring such prepayment or deposit. (Dd) Notwithstanding subparagraph 1(C) aboveThe foregoing consent does not include a consent to the transfer of any renewal, in the event that the Contract is rejected by a trustee extension or debtor-in-possession in any bankruptcy or insolvency proceedingexpansion rights, or any other special privileges or rights granted to tenant pursuant to the Lease, if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) aboveany, and if, within forty-five (45) days after all such rejection or termination, rights and privileges shall terminate upon the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original ContractEffective Date. (Ee) In On October 1, 1999, Landlord shall pay a leasing commission of $9,720.00 to The Xxxxxx Xxxxxx Group, Inc. and on January 1, 2000, Landlord shall pay an additional leasing commission of $9,720.00 to The Xxxxxx Xxxxxx Group, Inc. This consent shall become effective only upon the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into execution of a new contract as provided in subparagraph 1(D) above, the recourse copy of PacifiCorp against Administrative Agent, Lenders or their designee(s) this instrument by each party hereto and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date delivery of such assignmentfully executed copy to Landlord. EXECUTED as of this 15th day of July, to the extent of the interest assigned.1999. LANDLORD:

Consent to Assignment. PacifiCorp acknowledges the collateral assignment referred by Xxxxxxxx of, among other things all of its right, title and interest in, to in Recital E aboveand under the PPA to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents, consents to an assignment of the Contract PPA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractPPA, subject to applicable notice and cure periods provided in the ContractPPA. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract PPA and this Consent. Upon receipt of Administrative Agent's ’s written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract PPA from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (i) cancel or terminate the ContractPPA, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract PPA and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract PPA to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the ContractPPA. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract PPA if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractPPA, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractPPA, then as to Administrative Agent, the applicable cure period under the Contract PPA shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety the later of the applicable cure period under the PPA or thirty (9030) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, PPA and all other obligations under the Contract PPA are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, then Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedingsproceedings but not to exceed ninety (90) days. PacifiCorp consents to the transfer of Borrower's ’s interest under the Contract PPA to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any a Qualified Transferee upon enforcement of them or a purchaser or grantee such security at a foreclosure sale by judicial or nonjudicial non-judicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee such Qualified Transferee as the applicable party under the Contract PPA (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee Qualified Transferee assumes the obligations of Borrower under the ContractPPA). Upon such assignmentFor purposes of this Consent, Administrative Agent “Qualified Transferee” means a Person that is at least as financially and the Lenders operationally qualified as Borrower and their designee(shas (or agrees to contract with an operator who has) or assignee(sat least three (3) (including their agents years of experience operating a [ ]-powered electric generating facility of similar technology and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, similar size to the extent of the interest assignedProject.

Consent to Assignment. PacifiCorp acknowledges the collateral assignment referred by Xxxxxxxx of, among other things all of its right, title and interest in, to in Recital E aboveand under the PPA to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents, consents to an assignment of the Contract PPA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractPPA, subject to applicable notice and cure periods provided in the ContractPPA. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract PPA and this Consent. Upon receipt of Administrative Agent's ’s written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract PPA from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (i) cancel or terminate the ContractPPA, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract PPA and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract PPA to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the ContractPPA. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract PPA if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractPPA, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractPPA, then as to Administrative Agent, the applicable cure period under the Contract PPA shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety the later of the applicable cure period under the PPA or thirty (9030) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, PPA and all other obligations under the Contract PPA are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, then Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedingsproceedings but not to exceed ninety (90) days. PacifiCorp consents to the transfer of Borrower's ’s interest under the Contract PPA to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any a Qualified Transferee upon enforcement of them or a purchaser or grantee such security at a foreclosure sale by judicial or nonjudicial non-judicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee such Qualified Transferee as the applicable party under the Contract PPA (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee Qualified Transferee assumes the obligations of Borrower under the ContractPPA). Upon such assignmentFor purposes of this Consent, Administrative Agent “Qualified Transferee” means a Person that is at least as financially and the Lenders operationally qualified as Borrower and their designee(shas (or agrees to contract with an operator who has) or assignee(sat least three (3) (including their agents years of experience operating a [__________]-powered electric generating facility and employees, but excluding Seller) shall be released from any further liability thereunder accruing from integrated storage facility of similar technology and after the date of such assignment, similar size to the extent of the interest assignedProject.

Consent to Assignment. PacifiCorp SMUD acknowledges the assignment referred to in Recital E above, consents to an assignment of the Contract Power Purchase Agreement and Interconnection Agreement pursuant thereto, and agrees with Administrative Agent as follows: (Aa) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractPower Purchase Agreement or Interconnection Agreement, as the case may be, subject to applicable notice and cure periods provided in the ContractPower Purchase Agreement and Interconnection Agreement. Upon receipt of notice from Administrative Agent, PacifiCorp XXXX agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract Power Purchase Agreement or Interconnection Agreement, as the case may be, and this Consent. Upon receipt of Administrative Agent's written instructionsinstructions and to the extent allowed by law, PacifiCorp XXXX agrees to make directly to such account as Administrative Agent may direct SMUD in writing from time to time, all payments to be made by PacifiCorp SMUD to Borrower under the Contract Power Purchase Agreement or Interconnection Agreement, as the case may be, from and after PacifiCorpSMUD’s receipt of such instructions, and Borrower Xxxxxxxx consents to any such action. SMUD shall have no liability to Borrower under the Power Purchase Agreement, Interconnection Agreement, or this Consent for directing such payments to Administrative Agent in accordance with this subsection (a). (Bb) PacifiCorp SMUD will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the ContractPower Purchase Agreement or Interconnection Agreement, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract Power Purchase Agreement or Interconnection Agreement and in accordance with subparagraph 1(C1(c) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the ContractPower Purchase Agreement or Interconnection Agreement, except as provided in the ContractPower Purchase Agreement or Interconnection Agreement, or (iii) amend or modify the Contract Power Purchase Agreement or Interconnection Agreement in any manner materially adverse to the interest of the Lenders in the Contract Power Purchase Agreement and Interconnection Agreement as collateral security under the Security Agreement. (Cc) PacifiCorp XXXX agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp SMUD under or pursuant to the Contract Power Purchase Agreement or Interconnection Agreement to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may SMUD shall deliver any such notices concurrently with delivery of the notice to Borrower under the ContractPower Purchase Agreement or Interconnection Agreement. To the extent that a cure period is provided under the Power Purchase Agreement or Interconnection Agreement, Administrative Agent shall have: (a) have the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractPower Purchase Agreement or Interconnection Agreement, except that if PacifiCorp SMUD does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractPower Purchase Agreement or Interconnection Agreement, then as to Administrative Agent, the applicable cure period under the Contract Power Purchase Agreement or Interconnection Agreement shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedingsproceedings so long as Administrative Agent or its designee(s) continue to perform any monetary obligations under the Power Purchase Agreement or Interconnection Agreement, as the case may be. PacifiCorp SMUD consents to the transfer of BorrowerXxxxxxxx's interest under the Contract Power Purchase Agreement and Interconnection Agreement to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp SMUD shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract Power Purchase Agreement and Interconnection Agreement (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the ContractPower Purchase Agreement and Interconnection Agreement, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 credit provisions of the ContractPower Purchase Agreement and Interconnection Agreement, if any, and provided further that PacifiCorp’s subordinated lien rights with respect such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee has a creditworthiness equal to the Project are preserved in the event of any transfer of or better than Borrower’s interest under the Contract, as reasonably determined by SMUD). (Dd) Notwithstanding subparagraph 1(C) above, in In the event that either the Contract Power Purchase Agreement or Interconnection Agreement, or both is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or terminationrejection, the Lenders or their successors or assigns Administrative Agent shall so request, SMUD will execute and deliver to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract power purchase agreement or interconnection agreement, as the case may be, which power purchase agreement or interconnection agreement shall be on the same terms and conditions as the original Contract Power Purchase Agreement or Interconnection Agreement for the remaining term of the original Contract Power Purchase Agreement or Interconnection Agreement before giving effect to such terminationrejection, and which shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original ContractPower Purchase Agreement or Interconnection Agreement. Notwithstanding the foregoing, any new renewable power purchase agreement or interconnection agreement will be subject to all regulatory approvals required by law. SMUD will use good faith efforts to promptly obtain any necessary regulatory approvals. (Ee) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above Power Purchase Agreement and Interconnection Agreement, succeed to Borrower’s interest under the Power Purchase Agreement and Interconnection Agreement, or enter into a new contract power purchase agreement or interconnection agreement as provided in subparagraph 1(D1(d) above, the recourse of PacifiCorp SMUD against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, and the credit support required under Section 7 of the ContractPower Purchase Agreement and Interconnection Agreement, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contractif any. (Ff) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to BorrowerXxxxxxxx's interest under the ContractPower Purchase Agreement and Interconnection Agreement, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the ContractPower Purchase Agreement or Interconnection Agreement, except any performance defaults of Borrower itself itself, which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above Power Purchase Agreement and Interconnection Agreement to a person or entity to whom BorrowerXxxxxxxx’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the ContractPower Purchase Agreement and Interconnection Agreement and has a creditworthiness equal to or better than Borrower, as reasonably determined by SMUD. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp acknowledges the assignment referred to in Recital E above, consents to an assignment of the Contract PPA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractPPA, subject to applicable notice and cure periods provided in the ContractPPA. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract PPA and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract PPA from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the ContractPPA, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract PPA and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the ContractPPA, except as provided in the ContractPPA, or (iii) amend or modify the Contract PPA in any manner materially adverse to the interest of the Lenders in the Contract PPA as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract PPA to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the ContractPPA. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract PPA if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractPPA, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractPPA, then as to Administrative Agent, the applicable cure period under the Contract PPA shall begin on the date on which the notice is given to Administrative Agent, or (b) the later of the applicable cure period under the PPA or ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the ContractPPA, Section 11.1.2(c) of the Contract PPA is not being breached, and all other obligations under the Contract PPA are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of BorrowerXxxxxxxx's interest under the Contract PPA to the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or any of them or other purchaser or grantee as the applicable party under the Contract PPA (provided that such Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or purchaser or grantee assume the obligations of Borrower under the ContractPPA, including, without limitation, including satisfaction and compliance with all requirements of Sections 8.1 and 8.2 Article 8 of the ContractPPA, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any such transfer of BorrowerXxxxxxxx’s interest under the ContractPPA). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract PPA is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract PPA is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) designees or assignee(s) assignees as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract PPA for the remaining term of the original Contract PPA before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees to cure any payment defaults then existing under the original ContractPPA. (E) In the event Administrative Agent, the Lenders or their designee(s) designees or assignee(s) assignees elect to perform Borrower's obligations under the Contract PPA as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) designees and assignee(s) assignees shall be limited to such parties’ interests in the Project, the credit support required under Section 7 Article 8 of the ContractPPA, and recourse against the assets of any party or entity that assumes the Contract PPA or that enters into such new contract. Nothing herein abrogates PacifiCorp’s Covered Facility Right of First Offer as that term is defined in the PPA. (F) In the event Administrative Agent, the Lenders or their designee(s) designees or assignee(s) assignees succeed to BorrowerXxxxxxxx's interest under the ContractPPA, Administrative Agent, the Lenders or their designee(s) designees or assignee(s) assignees shall cure any then-existing payment and performance defaults under the ContractPPA, except any performance defaults of Borrower itself which by their nature are not susceptible of being curedcured and do not impair PacifiCorp’s rights under the PPA. Administrative Agent, the Lenders and their designee(s) designees or assignee(s) assignees shall have the right to assign all or a pro rata interest in the Contract PPA or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom BorrowerXxxxxxxx’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the ContractPPA. Upon such assignment, Administrative Agent and the Lenders and their designee(s) designees or assignee(s) assignees (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp Xxxxx acknowledges the assignment referred to in Recital E abovethe Financing Documents, consents to an assignment of the Contract ESA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower Project Company under the ContractESA, subject to applicable notice and cure periods provided in the ContractESA. Upon receipt of notice from Administrative Agent, PacifiCorp Xxxxx agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract ESA and this Consent. Upon receipt of Administrative Agent's written instructionsBuyer shall make all payments due to Project Company under the ESA directly into the account specified on Schedule II hereto, PacifiCorp agrees or to make directly such other person or account as shall be specified from time to time by Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such actionBuyer in writing. (B) PacifiCorp Buyer will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the ContractESA, or consent to or accept any cancellation, termination or suspension thereof by BorrowerProject Company, except as provided in the Contract ESA and in accordance with subparagraph 1(C) hereof, (ii) suspend the performance of any of its obligations under the ESA without first giving the Administrative Agent notice and opportunity to cure as provided below or (iii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the ContractESA, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security AgreementESA. (C) PacifiCorp Xxxxx agrees to deliver duplicates or copies of all notices of default Notices delivered by PacifiCorp Buyer under or pursuant to the Contract ESA to Administrative Agent in accordance with the notice Notice provisions of this Consent. PacifiCorp Buyer may deliver any such notices Notices concurrently with delivery of the notice Notice to Borrower Project Company under the ContractESA. Administrative Agent shall have: (ai) the same period of time thirty (30) Days to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp Buyer which are due and payable by Borrower Project Company under the ContractESA, except that if PacifiCorp Buyer does not deliver the default notice Notice to Administrative Agent concurrently with delivery of the notice Notice to Borrower Project Company under the ContractESA, then as to Administrative Agent, the applicable cure period under the Contract ESA shall begin on the date on which the notice Notice is given to Administrative Agent, or (bii) ninety the later of the applicable cure period under the ESA or sixty (9060) days Days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorpBuyer, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, ESA and all other obligations under the Contract ESA are performed by Borrower Project Company or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project Facility is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower Project Company in default and commence foreclosure proceedings, Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedings. PacifiCorp Buyer consents to the transfer of Borrower's Project Company’s interest under the Contract ESA to the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or any of them or a purchaser or grantee pursuant to the terms of the Financing Documents upon enforcement of such security at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower Project Company in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp Buyer shall recognize the Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or any of them or other purchaser or grantee as the applicable party under the Contract ESA (provided that such Lenders or Administrative Agent or their designee(s) designees or assignee(s) assignees or purchaser or grantee assume the obligations of Borrower Project Company under the ContractESA, including, without limitation, including satisfaction and compliance with all requirements of Sections 8.1 and 8.2 Article 8 of the ContractESA, and provided further that PacifiCorpBuyer’s subordinated lien rights with respect to the Project Facility are preserved in the event of any such transfer of Borrower’s Project Company‘s interest under the ContractESA). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract ESA is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract ESA is terminated for any reason other than a default which could have been been, but was not cured by Administrative Agent or its designee(s) designees or assignee(s) assignees as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.sixty

Consent to Assignment. PacifiCorp acknowledges the assignment referred to in Recital E above, consents to an assignment of the Contract pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the Contract, subject to applicable notice and cure periods provided in the Contract. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract and this Consent. Upon receipt of Administrative Agent's written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Contract, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the Contract. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the Contract, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Contract, then as to Administrative Agent, the applicable cure period under the Contract shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety (90) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, and all other obligations under the Contract are performed by Borrower or Administrative Agent or its designee(s) or assignee(s). If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. PacifiCorp consents to the transfer of BorrowerXxxxxxxx's interest under the Contract to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Contract (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of BorrowerXxxxxxxx’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to BorrowerXxxxxxxx's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom BorrowerXxxxxxxx’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Contract. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned.

Consent to Assignment. PacifiCorp acknowledges the collateral assignment referred by Xxxxxxxx of, among other things all of its right, title and interest in, to in Recital E aboveand under the PPA to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents, consents to an assignment of the Contract PPA pursuant thereto, and agrees with Administrative Agent as follows: (A) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any defaults of Borrower under the ContractPPA, subject to applicable notice and cure periods provided in the ContractPPA. Upon receipt of notice from Administrative Agent, PacifiCorp agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Contract PPA and this Consent. Upon receipt of Administrative Agent's ’s written instructions, PacifiCorp agrees to make directly to Administrative Agent all payments to be made by PacifiCorp to Borrower under the Contract PPA from and after PacifiCorp’s receipt of such instructions, and Borrower consents to any such action. (B) PacifiCorp will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (i) cancel or terminate the ContractPPA, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Contract PPA and in accordance with subparagraph 1(C) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Contract, except as provided in the Contract, or (iii) amend or modify the Contract in any manner materially adverse to the interest of the Lenders in the Contract as collateral security under the Security Agreement. (C) PacifiCorp agrees to deliver duplicates or copies of all notices of default delivered by PacifiCorp under or pursuant to the Contract PPA to Administrative Agent in accordance with the notice provisions of this Consent. PacifiCorp may deliver any such notices concurrently with delivery of the notice to Borrower under the ContractPPA. Administrative Agent shall have: (a) the same period of time to cure the breach or default that Borrower is entitled to under the Contract PPA if such default is the failure to pay amounts to PacifiCorp which are due and payable by Borrower under the ContractPPA, except that if PacifiCorp does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the ContractPPA, then as to Administrative Agent, the applicable cure period under the Contract PPA shall begin on the date on which the notice is given to Administrative Agent, or (b) ninety the later of the applicable cure period under the PPA or thirty (9030) days from the date notice of default or breach is delivered to Administrative Agent to cure such default if such breach or default cannot be cured by the payment of money to PacifiCorp, so long as Administrative Agent continues to perform any monetary obligations under the Contract, Section 11.1.2(c) of the Contract is not being breached, PPA and all other obligations under the Contract PPA are performed by Borrower or Administrative Agent or its designee(s) designees or assignee(s)assignees. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) designees or assignee(s) assignees declare Borrower in default and commence foreclosure proceedings, then Administrative Agent or its designee(s) designees or assignee(s) assignees will be allowed a reasonable period to complete such proceedingsproceedings but not to exceed ninety (90) days. PacifiCorp consents to the transfer of Borrower's ’s interest under the Contract PPA to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any a Qualified Transferee upon enforcement of them or a purchaser or grantee such security at a foreclosure sale by judicial or nonjudicial non-judicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, PacifiCorp shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee such Qualified Transferee as the applicable party under the Contract PPA (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Contract, including, without limitation, satisfaction and compliance with all requirements of Sections 8.1 and 8.2 of the Contract, and provided further that PacifiCorp’s subordinated lien rights with respect to the Project are preserved in the event of any transfer of Borrower’s interest under the Contract). (D) Notwithstanding subparagraph 1(C) above, in the event that the Contract is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, or if the Contract is terminated for any reason other than a default which could have been but was not cured by Administrative Agent or its designee(s) or assignee(s) as provided in subparagraph 1(C) above, and if, within forty-five (45) days after such rejection or termination, the Lenders or their successors or assigns shall so request, to the extent permitted by applicable law, PacifiCorp and the Lenders or Administrative Agent or their designee(s) or assignee(s) will enter into a new contract. Such new contract shall be on the same terms and conditions as the original Contract for the remaining term of the original Contract before giving effect to such termination, and shall require the Lenders or Administrative Agent or their designee(s) or assignee(s) to cure any payment defaults then existing under the original Contract. (E) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Contract as provided in subparagraph 1(C) above or enter into a new contract as provided in subparagraph 1(D) above, the recourse of PacifiCorp against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such parties’ interests in the Project, the credit support required under Section 7 of the Contract, and recourse against the assets of any party or entity that assumes the Contract or that enters into such new contract. (F) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Contract, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Contract, except any performance defaults of Borrower itself which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Contract or the new contract entered into pursuant to subparagraph 1(d) above to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee Qualified Transferee assumes the obligations of Borrower under the ContractPPA). Upon such assignmentFor purposes of this Consent, Administrative Agent “Qualified Transferee” means a Person that is at least as financially and the Lenders operationally qualified as Borrower and their designee(shas (or agrees to contract with an operator who has) or assignee(sat least three (3) (including their agents years of experience operating a [_____]-powered electric generating facility of similar technology and employees, but excluding Seller) shall be released from any further liability thereunder accruing from and after the date of such assignment, similar size to the extent of the interest assignedProject.