Common use of Exception Process Clause in Contracts

Exception Process. For any potential Tax Equity Investment presented by GEV IA under this Agreement that does not satisfy all of the Tax Equity Investment Requirements, GEV IA and Parent agree to discuss such potential investment in good faith and consider any exceptions that could be made by Parent on a case-by-case basis. Any exception to the Tax Equity Investment Requirements in respect of a Tax Equity Investment will require the written approval of Parent, in its sole discretion, prior to the Parent Investor entering into any Tax Equity Transaction Documents or the execution of any term sheet or the like in relation thereto. GEV IA will provide Parent with written notice, as promptly as reasonably practicable, and in no event less than fifteen (15) Business Days’ prior to the date that GEV IA requests that such term sheet be issued, or the Tax Equity Investment Transaction Documents in respect of such potential Tax Equity Investment be entered into (including all information and underwriting materials related to such proposed exception), for Parent to consider whether to grant any such exception in its sole discretion. If such an exception is granted by Parent for a Tax Equity Investment in accordance with this Section 3.03, such Tax Equity Investment will be deemed to comply with the Tax Equity Investment Requirements if the Tax Equity Investment satisfies all requirements and conditions to the granting of the exception.