as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of [the Assignor (in its capacity as a Lender)][the
respective Assignors (in their respective capacities as Lenders)] against any
Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the][any] Assignor to
[the][any] Assignee pursuant to clauses (i) and (ii) above being referred to
herein collectively as [the][an] "Assigned Interest").
Each such sale and
assignment is without recourse to [the][any] Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty
by [the][any] Assignor.
1.Assignor[s]:______________________________
______________________________
2.
Assignee[s]:______________________________
______________________________
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
3.Borrower(s):______________________________
4.
Administrative Agent: Connecticut Green Bank, as the administrative agent under
the Credit Agreement.
7360130v5
5.
Credit Agreement, dated as of [__________], 2019, among
[Dominion Bridgeport Fuel Cell, LLC / Bridgeport Fuel Cell, LLC f/k/a Dominion
Bridgeport Fuel Cell, LLC], the Lenders from time to time party thereto,
Connecticut Green Bank, as Administrative Agent.
6.Assigned Interest[s]:
Assignor[s]
Assignee[s]
Facility
Assigned
Aggregate
Amount of
Commitment
for all Lenders
Amount of
Commitment
Assigned
Percentage
Assigned of
Commitment
CUSIP
Number
____________
$________________
$_________
____________%
____________
$________________
$_________
____________%
____________
$________________
$_________
____________%
[7.Trade Date:__________________]
Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR
[NAME OF ASSIGNEE]
By:
Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
Title:
[Consented to and] Accepted:
Connecticut Green Bank,
as Administrative Agent
By:
Title:
7360130v5
Consented to:]
[DOMINION BRIDGEPORT FUEL CELL, LLC]
[BRIDGEPORT FUEL CELL, LLC],
as Borrower
7360130v5
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
Credit Agreement, dated as of [____________], 2019, among [Dominion Bridgeport
Fuel Cell, LLC / Bridgeport Fuel Cell, LLC f/k/a Dominion Bridgeport Fuel Cell,
LLC], Fuel Cell Energy, Inc., the Lenders from time to time party thereto,
Connecticut Green Bank, as Administrative Agent.
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1.Representations and Warranties.
1.1Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii)
[the][such] Assigned Interest is free and