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<br />14 <br /> <br />security for any financing and/or sale-leaseback transaction or to an affiliated special purpose entity <br />created for the financing or tax credit purposes related to System, (2) after the Commercial <br />Operation Date, transfer or assign this Agreement to any person or entity succeeding to all or <br />substantially all of the assets of Operator, (3) assign this Agreement to one or more affiliates; or (4) <br />assign its rights under this Agreement to a successor entity in a merger or acquisition transaction; <br />provided, however, that any assignee under clauses (2)-(4) shall agree to be bound by the terms and <br />conditions hereof. Subscriber agrees to provide acknowledgments, consents or certifications <br />reasonably requested by any Lender in conjunction with any financing of the System. In the event <br />that Operator identifies such secured Financing Party, then Subscriber shall comply with the <br />provisions set forth in Exhibit E to this Agreement. Any Financing Party shall be an intended third- <br />party beneficiary of this Section 12.1. <br /> <br />Operator’s request for Subscriber’s consent to any assignment must be in writing and provided to <br />Subscriber at least 10 business days before the proposed effective date of the assignment . Operator <br />shall include with such request contact information for the assignee. <br /> <br />12.2. Acknowledgment of Collateral Assignment. If Operator identifies a secured Financing <br />Party and Subscriber consents to the collateral assignment under Section 12.1, then Subscriber <br />acknowledges and agrees: <br /> <br />(a) to the collateral assignment by Operator to the Financing Party, of Operator’s right, title <br />and interest in, to and under the Agreement, as consented to under Section 12.1 of the Agreement. <br /> <br />(b) that the Financing Party as such collateral assignee is entitled to exercise any and all <br />rights of lenders generally with respect to Operator’s interests in this Agreement. <br /> <br />Any Financing Party is an intended third-party beneficiary of this Section 12.2. <br /> <br />12.3 Assignment by Subscriber. <br /> <br /> <br />(a) Subscriber will not assign this Agreement or any interest herein, without the prior <br />written consent of Operator; provided however that Operator shall not unreasonably withhold condition <br />or delay its consent for Subscriber to change the Service Address for which the Bill Credits will apply to <br />another Service Address. <br /> <br />(c) Subscriber’s request for Operator’s consent to any proposed change or assignment as <br />contemplated in Section 12.3(a) must be in writing and provided to Operator at least 30 days before the <br />proposed effective date of such change or assignment, which request must include: (i) Subscriber's name <br />and mailing address; (ii) the current Service Address; (iii) the new Service Address (if applicable); (iv) <br />the name of the individual or entity to whom Subscriber is requesting to assign this Agreement (if <br />applicable) and the consideration (if any) proposed to be provided to Subscriber for such assignment; <br />and (v) the proposed effective date of such proposed change or assignment. In the case of any <br />assignment of this Agreement in whole or in part to another individual or entity, (i) such assignee's <br />Service Address shall be located within NSP’s service territory and within the same county as the Solar <br />System or a contiguous county, (ii) such assignee shall be Creditworthy and shall execute a new <br />64