Common use of Consent to Assignment to Lender Clause in Contracts

Consent to Assignment to Lender. Buyer consents to Seller's assignment of this Agreement to any Lenders or the granting to any Lenders of a lien or security interest in any right, title or interest in part or all of the Facility or any or all of Seller's rights under this Agreement for the purpose of the financing or refinancing of the Facility (or any part thereof) and the Interconnection Facilities; provided, however, that such assignment shall recognize Buyer's rights under this Agreement. Buyer further agrees to comply with reasonable requests of Seller in Seller's efforts to obtain project financing for the Facility, including without limitation execution of a consent to assignment by Buyer and delivery by Buyer's counsel of an opinion as described below as reasonably required by Lenders. Buyer recognizes that such financing will likely entail Buyer's execution of a consent to assignment that may grant certain rights to such Lenders, which shall be fully developed and described in the consent documents, including (i) this Agreement shall not be amended in any material respect or terminated (except for termination pursuant to the terms of this Agreement) without the consent of Lenders, which consent is not to be unreasonably withheld or delayed, (ii) Lenders shall be given notice of, and a reasonable opportunity to cure (in addition to the periods designated hereunder), any Seller breach or default of this Agreement, and (iii) if a Lender forecloses, takes a deed in lieu or otherwise exercises its remedies pursuant to any security documents, that Buyer shall, at Lender's request, continue to perform all of its obligations hereunder (subject to Buyer's rights under Section 13), so long as Lender or its nominee is performing all obligations of Seller hereunder in the place of Seller, and Lender may assign this Agreement to a Permitted Assignee so long as such Permitted Assignee assumes all obligations of Seller hereunder and so long as all monetary defaults of Seller are cured prior to such assignment, and may enforce all of Seller's rights to the extent Seller's obligations hereunder are being performed, (iii) that Lender(s) shall have no liability under this Agreement except during the period of such Lender(s)' ownership and/or operation of the Facility, (iv) that Buyer shall accept performance in accordance with this Agreement by Lender(s) or its (their) nominee, (v) if this Agreement is rejected in Seller's bankruptcy, Buyer will enter into a replacement agreement identical to this Agreement with a Permitted Assignee so long as such Permitted Assignee assumes all obligations of Seller hereunder and so long as all monetary defaults of Seller are cured prior to such assignment, and (vi) that Buyer shall make representations and warranties to Lender(s) as Lender(s) may reasonably request with regard to (A) Buyer's corporate existence, (B) Buyer's corporate authority to execute, deliver, and perform this Agreement, (C) the binding nature of (x) the document evidencing Buyer's consent to assignment to Lenders and (y) this Agreement on Buyer, (D) receipt of regulatory approvals by Buyer with respect to its execution and performance under this Agreement, and (E) whether to Buyer's knowledge, any defaults by Seller are known by Buyer then to exist under this Agreement. The documentation that Lenders may require under this Section 12.3 may include an opinion of counsel typical in project finance transactions. Seller agrees to reimburse Buyer for reasonable fees and expenses incurred by Buyer in connection with consent to assignment including without limitation, attorneys' fees and expenses. Such consent to assignment to Lenders shall provide that upon the exercise of trustee's or mortgagee's assignment rights pursuant to such assignment, trustee or mortgagee shall notify Buyer of the date and particulars of any such exercise of assignment rights.

Consent to Assignment to Lender. Buyer consents to Seller's ------------------------------- assignment of this Agreement to any Lenders or the granting to any Lenders of a lien or security interest in any right, title or interest in part or all of the Facility or any or all of Seller's rights under this Agreement for the purpose of the financing or refinancing of the Facility (or any part thereof) and the Interconnection Facilities; provided, however, that -------- ------- such assignment shall recognize Buyer's rights under this Agreement. Buyer further agrees to comply with reasonable requests of Seller in Seller's efforts to obtain project financing for the Facility, including without limitation execution of a consent to assignment by Buyer and delivery by Buyer's counsel of an opinion as described below as reasonably required by Lenders. Buyer recognizes that such financing will likely entail Buyer's execution of a consent to assignment that may grant certain rights to such Lenders, which shall be fully developed and described in the consent documents, including (i) this Agreement shall not be amended in any material respect or terminated (except for termination pursuant to the terms of this Agreement) without the consent of Lenders, which consent is not to be unreasonably withheld or delayed, (ii) Lenders shall be given notice of, and a reasonable opportunity to cure (in addition to the periods designated hereunder), any Seller breach or default of this Agreement, and (iii) if a Lender forecloses, takes a deed in lieu or otherwise exercises its remedies pursuant to any security documents, that Buyer shall, at Lender's request, continue to perform all of its obligations hereunder (subject to Buyer's rights under Section 13), so long as Lender or its nominee is performing all obligations of Seller hereunder in the place of Seller, and Lender may assign this Agreement to a Permitted Assignee so long as such Permitted Assignee assumes all obligations of Seller hereunder and so long as all monetary defaults of Seller are cured prior to such assignment, and may enforce all of Seller's rights to the extent Seller's obligations hereunder are being performed, (iii) that Lender(s) shall have no liability under this Agreement except during the period of such Lender(s)' ownership and/or operation of the Facility, (iv) that Buyer shall accept performance in accordance with this Agreement by Lender(s) or its (their) nominee, (v) if this Agreement is rejected in Seller's bankruptcy, Buyer will enter into a replacement agreement identical to this Agreement with a Permitted Assignee so long as such Permitted Assignee assumes all obligations of Seller hereunder and so long as all monetary defaults of Seller are cured prior to such assignment, and (vi) that Buyer shall make representations and warranties to Lender(s) as Lender(s) may reasonably request with regard to (A) Buyer's corporate existence, (B) Buyer's corporate authority to execute, deliver, and perform this Agreement, (C) the binding nature of (x) the document evidencing Buyer's consent to assignment to Lenders and (y) this Agreement on Buyer, (D) receipt of regulatory approvals by Buyer with respect to its execution and performance under this Agreement, and (E) whether to Buyer's knowledge, any defaults by Seller are known by Buyer then to exist under this Agreement. The documentation that Lenders may require under this Section 12.3 may include an opinion of counsel typical in project finance transactions. Seller agrees to reimburse Buyer for reasonable fees and expenses incurred by Buyer in connection with consent to assignment including without limitation, attorneys' fees and expenses. Such consent to assignment to Lenders shall provide that upon the exercise of trustee's or mortgagee's assignment rights pursuant to such assignment, trustee or mortgagee shall notify Buyer of the date and particulars of any such exercise of assignment rights.and

Consent to Assignment to Lender. Buyer consents to Seller's collateral ------------------------------- assignment of this Agreement to any Lenders or the granting to any Lenders of a lien or security interest in any right, title or interest in part or all of the Facility Committed Units or any or all of Seller's rights under this Agreement for the purpose of the financing or refinancing of the Facility (or any part thereof) Committed Units and the Interconnection FacilitiesSeller's interconnection facilities; provided, however, that such assignment shall recognize Buyer's rights under this Agreement. Buyer further agrees to comply with reasonable requests of Seller in Seller's efforts execute documentation to obtain project financing for the Facility, including without limitation execution of a evidence such consent to assignment by Buyer and delivery by Buyer's counsel of an opinion as described below as reasonably required by Lenders, provided it shall have no obligation to waive any of its rights under this Agreement except as expressly provided in this Section 12(b). Buyer recognizes that such financing will likely entail Buyer's execution of a consent to assignment that may grant certain rights to such Lenders, which shall be fully developed and described in the consent documents, including (i) this Agreement shall not be amended in any material respect or terminated (except for termination pursuant to the terms of this Agreement) in any material respect without the consent of Lenders, which consent is not to be unreasonably withheld or delayed, (ii) without extending the cure period set forth in this Agreement, Lenders shall be given notice of, and a reasonable the same opportunity to cure (in addition to the periods designated hereunder)cure, any Seller breach or default of this Agreement, and provided that notwithstanding the foregoing Lender(s) may have in addition to the cure periods set forth herein an additional sixty (60) days from the expiration of such cure period to cure any breach or default of this Agreement, (iii) if a Lender forecloses, takes a deed in lieu or otherwise exercises its remedies pursuant to any security documents, that Buyer shall, at Lender's request, continue to perform all of its obligations hereunder (subject to Buyer's rights under Section 1313 (Default, Termination and Remedies)), so long as and Lender or its nominee is performing all obligations of Seller hereunder may perform in the place of Seller, and Lender may assign this Agreement to a Permitted Assignee so long as such Permitted Assignee assumes all obligations another party in place of Seller hereunder (provided either (A) such proposed assignee is creditworthy and so long as all monetary defaults possesses experience and skill in the operation of Seller are cured prior electric generation plants similar in nature to the Committed Units or (B) Buyer consents to the assignment to such assignmentproposed assignee, which consent shall not be unreasonably withheld (it being understood that Buyer may, in deciding whether to grant such consent, take into account the creditworthiness and the electric generation plant experience and skill of the proposed assignee)), and may enforce all of Seller's rights to the extent Seller's obligations hereunder are being performedhereunder, (iiiiv) that Lender(s) shall have no liability under this Agreement except during the period of such Lender(s)' ownership and/or operation of the FacilityCommitted Units, (ivv) that Buyer shall accept performance in accordance with this Agreement by Lender(s) or its (their) nominee, (v) if this Agreement is rejected in Seller's bankruptcy, Buyer will enter into a replacement agreement identical to this Agreement with a Permitted Assignee so long as such Permitted Assignee assumes all obligations of Seller hereunder and so long as all monetary defaults of Seller are cured prior to such assignment, nominee and (vi) that Buyer shall make representations and warranties to Lender(s) as Lender(s) may reasonably request with regard to (A) Buyer's corporate existence, (B) Buyer's corporate authority to execute, deliver, and perform this Agreement, (C) the binding nature of (xy) the document evidencing Buyer's consent to assignment to Lenders and (yz) this Agreement on Buyer, (D) receipt of regulatory approvals by Buyer with respect to its execution and performance under this Agreement, and (E) whether to Buyer's knowledge, any defaults by Seller are known by Buyer then to exist under this Agreement. The documentation that Lenders may require under this Section 12.3 12(b) may include an opinion of counsel typical substantially in project finance transactionsthe form of Appendix H (Form of Opinion). Seller agrees to reimburse Buyer for reasonable fees and expenses incurred by Buyer in connection with consent to assignment including without limitation, attorneys' fees and expenses. Such consent to assignment to Lenders shall provide that upon the exercise of trustee's or mortgagee's assignment rights pursuant to such assignment, trustee or mortgagee shall notify Buyer of the date and particulars of any such exercise of assignment rightsopinion.