Permitted Assignment by Seller. Buyer’s consent shall not be required for Seller to pledge or assign the Facility, this Agreement or the revenues under this Agreement to any Lender as security for any Financing of the Facility or to assign the Facility or this Agreement to an Affiliate if all required Credit Support remains in place. If Seller requests Buyer’s consent to an assignment, Buyer shall provide that consent subject to Buyer’s execution of a consent to assignment in a commercially reasonable form acceptable to Buyer and Seller. Upon Seller’s reasonable request in connection with any Financing (including any such back leverage financing or Tax Equity Transaction) with respect to Seller or any Affiliate of Seller, Buyer shall execute a consent or estoppel in a commercially reasonable form acceptable to Buyer and Seller and Buyer shall provide such information or other documents to Seller or any Lender (including any such back leverage Lender or Tax Equity Investor) as is customarily provided in connection with Financings of a similar nature. Seller will use commercially reasonable efforts to conform all consents and estoppels requested under this Section 14.2 to a single form, to the extent practicable. Seller will reimburse Buyer for the documented, reasonable “out of pocket” costs and expenses Buyer incurs in connection with that consent or estoppel, without regarding to whether such consent or estoppel is provided.
Appears in 8 contracts
Samples: Power Purchase Agreement, Power Purchase Agreement, Power Purchase Agreement
Permitted Assignment by Seller. Buyer’s consent shall not be required for Seller to pledge or assign the Facility, this Agreement or the revenues under this Agreement to any Lender as security for any Financing of the Facility or to assign the Facility or this Agreement to an Affiliate if all required Credit Support remains in place. If Seller requests BuyerXxxxx’s consent to an assignment, Buyer Xxxxx shall provide that consent subject to BuyerXxxxx’s execution of a consent to assignment in a commercially reasonable form acceptable to Buyer and Seller. Upon Seller’s reasonable request in connection with any Financing (including any such back leverage financing or Tax Equity Transaction) with respect to Seller or any Affiliate of Seller, Buyer shall execute a consent or estoppel in a commercially reasonable form acceptable to Buyer and Seller and Buyer shall provide such information or other documents to Seller or any Lender (including any such back leverage Lender or Tax Equity Investor) as is customarily provided in connection with Financings of a similar nature. Seller will use commercially reasonable efforts to conform all consents and estoppels requested under this Section 14.2 to a single form, to the extent practicable. Seller will reimburse Buyer for the documented, reasonable “out of pocket” costs and expenses Buyer incurs in connection with that consent or estoppel, without regarding to whether such consent or estoppel is provided.
Appears in 3 contracts
Samples: Power Purchase Agreement, Power Purchase Agreement, Power Purchase Agreement
