STP-63: Suppose a winning bidder in the Fall 2015 Standard Products RFP seeks to assign the ComEd Energy Master Agreement (“Master Agreement”) under the following circumstances: 1) the winning bidder is not granted any unsecured credit under the terms of the Master Agreement; 2) the entity to which the contract is assigned is an affiliate of the bidder; and 3) the entity to which the contract is assigned would not be granted any unsecured credit under the terms of the Master Agreement either. The assignment provision in the Master Agreement reads as follows: “10.5 Assignment. Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, (ii) transfer or assign this Agreement to an affiliate of such Party which affiliate’s creditworthiness is equal to or higher than that of such Party, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or higher than that of such Party; provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request”. It seems that the assignment provision would not require consent from ComEd prior to assigning the Master Agreement based on the above language. Please confirm that our understanding is correct.