Common use of Sale of Facility Clause in Contracts

Sale of Facility. Lender has agreed that Borrowers may enter purchase contracts for the sale of any of the Facilities (each sale, a "Facility Sale" and collectively, the "Facility Sales"). Contemporaneously with the closing of any Facility Sale, Borrowers may obtain the release from the Mortgage of the Facility which is being sold upon the satisfaction of all of the following conditions: (i) payment to Lender of a release price equal to the lesser of (a) 100% of the net Facility Sale proceeds attributable to the to-be-released Facility after deduction of closing costs and brokerage fees or (b) 110% of the outstanding balance, including principal and all accrued and unpaid interest, of the Allocated Loan Amount attributed to the to-be-released Facility, but in no event less than the Allocated Loan Amount, together with all accrued interest thereon; (ii) the release occurs in connection with the sale or other disposition of such Facility in a bona fide arms-length transaction with a Person other than a Borrower or an Affiliate of a Borrower; (iii) delivery by Borrowers to Lender of a release of lien and related loan documentation in a form appropriate and satisfactory to Lender, which Lender shall execute and deliver to Borrower for recordation which the parties agree may occur after the applicable closing to the extent permitted by applicable law. (iv) no Event of Default hereunder shall exist; (v) Borrower shall pay or cause to be paid all reasonable costs and expenses incurred by Lender in connection with the release transaction; (vi) such release shall be in compliance with all applicable legal requirements, and will not impair or otherwise adversely affect the liens, security interest and other rights of Lender relating to the Facilities which will continue to be security for the Loan after such sale; and (vii) any other customary conditions as may be reasonably requested by Lender.

Sale of Facility. Lender has agreed 2.11.1 Seller shall give MCE at least thirty (30) days’ prior notice of the commencement by Seller or any of its affiliates of substantive negotiations with any unaffiliated third party with respect to the sale of any equity interests in Seller or the Facility, or any group(s) of assets or equity interests that Borrowers includes the Facility, in order to provide MCE with an opportunity to discuss and negotiate with Seller the possible sale of the Facility to MCE. 2.11.2 After the seventh (7th) Contract Year, MCE shall have the right to initiate discussions with Seller regarding the potential sale of the Facility to MCE. MCE may enter initiate such discussions by notifying Seller in writing of this election at least three (3) months prior to the anticipated purchase contracts date. The purchase price for the Facility shall be equal to the fair market value of the Facility at the applicable purchase date (“Purchase Price”). The Purchase Price amount shall be determined through good faith negotiations by both Parties hereto, except that if the Parties cannot agree upon the fair market value determination, the Parties shall select an independent appraiser who is familiar with appraising renewable energy facilities to perform the required evaluation. Such appraiser shall determine, at equally shared expense of MCE and Seller, the fair market value of the Facility as of the applicable purchase date, taking into account such items as deemed appropriate by the appraiser, which may include the resale value of the Facility, and the price of the Product. In the event Seller agrees to sell and MCE agrees to buy the Facility, (a) the Parties shall promptly execute all documents necessary to (X) cause title to the Facility to pass to MCE on the purchase date, free and clear of any liens or encumbrances, and (Y) assign all vendor warranties for the Facility to MCE, and (b) MCE shall pay the Purchase Price to Seller on the purchase date, such payment to be made in accordance with any previous written instructions delivered to MCE for payments under the Agreement. Upon execution of the documents and payment of the Purchase Price, in each case as described in the preceding sentence, this Agreement shall terminate automatically. Notwithstanding anything to the contrary, neither Party is obligated to proceed with negotiations for the sale of any the Facility, or be obligated to proceed with the purchase or sale of the Facilities (each saleFacility, a "Facility Sale" and collectively, or the "Facility Sales"). Contemporaneously with the closing of any Facility Sale, Borrowers may obtain the release from the Mortgage payment of the Facility which is being sold upon Purchase Price, except following the satisfaction execution of all of the following conditions: (i) payment to Lender of a release price equal to the lesser of (a) 100% of the net Facility Sale proceeds attributable to the to-be-released Facility after deduction of closing costs and brokerage fees or (b) 110% of the outstanding balancebinding, including principal and all accrued and unpaid interest, of the Allocated Loan Amount attributed to the to-be-released Facility, but in no event less than the Allocated Loan Amount, together with all accrued interest thereon; (ii) the release occurs in connection with the sale or other disposition of such Facility in a bona fide arms-length transaction with a Person other than a Borrower or an Affiliate of a Borrower; (iii) delivery by Borrowers to Lender of a release of lien and related loan documentation in a form appropriate and satisfactory to Lender, which Lender shall execute and deliver to Borrower for recordation which the parties agree may occur after the applicable closing to the extent permitted by applicable lawdefinitive documents. (iv) no Event of Default hereunder shall exist; (v) Borrower shall pay or cause to be paid all reasonable costs and expenses incurred by Lender in connection with the release transaction; (vi) such release shall be in compliance with all applicable legal requirements, and will not impair or otherwise adversely affect the liens, security interest and other rights of Lender relating to the Facilities which will continue to be security for the Loan after such sale; and (vii) any other customary conditions as may be reasonably requested by Lender.

Sale of Facility. Lender has agreed 2.11.1 Seller shall give MCE at least thirty (30) days’ prior notice of the commencement by Seller or any of its affiliates of substantive negotiations with any unaffiliated third party with respect to the sale of any equity interests in Seller or the Facility, or any group(s) of assets or equity interests that Borrowers includes the Facility, in order to provide MCE with an opportunity to discuss and negotiate with Seller the possible sale of the Facility to MCE. 2.11.2 After the seventh (7th) Contract Year, MCE shall have the right to initiate discussions with Seller regarding the potential sale of the Facility to MCE. MCE may enter initiate such discussions by notifying Seller in writing of this election at least three (3) months prior to the anticipated purchase contracts date. The purchase price for the Facility shall be equal to the fair market value of the Facility at the applicable purchase date (“Purchase Price”). The Purchase Price amount shall be determined through good faith negotiations by both Parties hereto, except that if the Parties cannot agree upon the fair market value determination, the Parties shall select an independent appraiser who is familiar with appraising renewable energy facilities to perform the required evaluation. Such appraiser shall determine, at equally shared expense of MCE and Seller, the fair market value of the Facility as of the applicable purchase date, taking into account such items as deemed appropriate by the appraiser, which may include the resale value of the Facility, and the price of the Product. In the event Xxxxxx agrees to sell and MCE agrees to buy the Facility, (a) the Parties shall promptly execute all documents necessary to (X) cause title to the Facility to pass to MCE on the purchase date, free and clear of any liens or encumbrances, and (Y) assign all vendor warranties for the Facility to MCE, and (b) MCE shall pay the Purchase Price to Seller on the purchase date, such payment to be made in accordance with any previous written instructions delivered to MCE for payments under the Agreement. Upon execution of the documents and payment of the Purchase Price, in each case as described in the preceding sentence, this Agreement shall terminate automatically. Notwithstanding anything to the contrary, neither Party is obligated to proceed with negotiations for the sale of any the Facility, or be obligated to proceed with the purchase or sale of the Facilities (each saleFacility, a "Facility Sale" and collectively, or the "Facility Sales"). Contemporaneously with the closing of any Facility Sale, Borrowers may obtain the release from the Mortgage payment of the Facility which is being sold upon Purchase Price, except following the satisfaction execution of all of the following conditions: (i) payment to Lender of a release price equal to the lesser of (a) 100% of the net Facility Sale proceeds attributable to the to-be-released Facility after deduction of closing costs and brokerage fees or (b) 110% of the outstanding balancebinding, including principal and all accrued and unpaid interest, of the Allocated Loan Amount attributed to the to-be-released Facility, but in no event less than the Allocated Loan Amount, together with all accrued interest thereon; (ii) the release occurs in connection with the sale or other disposition of such Facility in a bona fide arms-length transaction with a Person other than a Borrower or an Affiliate of a Borrower; (iii) delivery by Borrowers to Lender of a release of lien and related loan documentation in a form appropriate and satisfactory to Lender, which Lender shall execute and deliver to Borrower for recordation which the parties agree may occur after the applicable closing to the extent permitted by applicable lawdefinitive documents. (iv) no Event of Default hereunder shall exist; (v) Borrower shall pay or cause to be paid all reasonable costs and expenses incurred by Lender in connection with the release transaction; (vi) such release shall be in compliance with all applicable legal requirements, and will not impair or otherwise adversely affect the liens, security interest and other rights of Lender relating to the Facilities which will continue to be security for the Loan after such sale; and (vii) any other customary conditions as may be reasonably requested by Lender.

Sale of Facility. Lender has agreed 2.11.1 Seller shall give MCE at least thirty (30) days’ prior notice of the commencement by Seller or any of its affiliates of substantive negotiations with any unaffiliated third party with respect to the sale of any equity interests in Seller or the Facility, or any group(s) of assets or equity interests that Borrowers includes the Facility, in order to provide MCE with an opportunity to discuss and negotiate with Seller the possible sale of the Facility to MCE. 2.11.2 After the seventh (7th) Contract Year, MCE shall have the right to initiate discussions with Seller regarding the potential sale of the Facility to MCE. MCE may initiate such discussions by notifying Seller in writing of this election at least three (3) months prior to the anticipated purchase date. The purchase price for the Facility shall be equal to the fair market value of the Facility at the applicable purchase date (“Purchase Price”). The Purchase Price amount shall be determined through good faith negotiations by both Parties hereto, except that if the Parties cannot agree upon the fair market value determination, the Parties shall select an independent appraiser who is familiar with appraising solar PV energy facilities to perform the required evaluation. Such appraiser shall determine, at equally shared expense of Buyer and Seller, the fair market value of the Facility as of the applicable purchase date, taking into account such items as deemed appropriate by the appraiser, which may include the resale value of the Facility, and the price of the Product. In the event Seller agrees to sell and MCE agrees to buy the Facility, (a) the Parties shall promptly execute all documents necessary to (X) cause title to the Facility to pass to MCE on the purchase date, free and clear of any liens or encumbrances, and (Y) assign all vendor warranties for the Facility to MCE, and (b) MCE shall pay the Purchase Price to Seller on the purchase date, such payment to be made in accordance with any previous written instructions delivered to MCE for payments under the Agreement. Upon execution of the documents and payment of the Purchase Price, in each case as described in the preceding sentence, this Agreement shall terminate automatically. Notwithstanding anything to the contrary, neither Party is obligated to enter purchase contracts into discussions or negotiations for the sale of any the Facility, and neither Party will be obligated to proceed with the purchase or sale of the Facilities (each saleFacility, a "Facility Sale" and collectively, or the "Facility Sales"). Contemporaneously with the closing of any Facility Sale, Borrowers may obtain the release from the Mortgage payment of the Facility which is being sold upon Purchase Price, except following the satisfaction execution of all of the following conditions: (i) payment to Lender of a release price equal to the lesser of (a) 100% of the net Facility Sale proceeds attributable to the to-be-released Facility after deduction of closing costs and brokerage fees or (b) 110% of the outstanding balancebinding, including principal and all accrued and unpaid interest, of the Allocated Loan Amount attributed to the to-be-released Facility, but in no event less than the Allocated Loan Amount, together with all accrued interest thereon; (ii) the release occurs in connection with the sale or other disposition of such Facility in a bona fide arms-length transaction with a Person other than a Borrower or an Affiliate of a Borrower; (iii) delivery by Borrowers to Lender of a release of lien and related loan documentation in a form appropriate and satisfactory to Lender, which Lender shall execute and deliver to Borrower for recordation which the parties agree may occur after the applicable closing to the extent permitted by applicable lawdefinitive documents. (iv) no Event of Default hereunder shall exist; (v) Borrower shall pay or cause to be paid all reasonable costs and expenses incurred by Lender in connection with the release transaction; (vi) such release shall be in compliance with all applicable legal requirements, and will not impair or otherwise adversely affect the liens, security interest and other rights of Lender relating to the Facilities which will continue to be security for the Loan after such sale; and (vii) any other customary conditions as may be reasonably requested by Lender.