Off-island ppa

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15. ASSIGNMENT

    1. Assignment by Seller.

       1. Seller may, subject to the requirements and limitations of this Article 15, (including Section 15.3) without the consent of Buyer transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to a Lender in connection with any financing of the one or both of the Projects.

       2. Except as provided in Section 15.1(i), Seller may not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed (a) assign, transfer, pledge, encumber or otherwise dispose of this Agreement or its rights hereunder or (b) sell, assign, transfer or otherwise dispose of all or substantially all of Seller’s assets or (c) merge or consolidate with any other entity (whether or not Seller is the survivor); provided, however, that Buyer’s consent shall not be required for any such assignment, transfer, pledge, or other disposition to, or merger or consolidation with, an Affiliate of the Seller.

       3. With respect to any permitted Assignment of this Agreement in compliance with this Section 15.1, including any assignment of this Agreement to any transferee that acquires Seller’s interest in one or both of the Projects in accordance with Section 15.5, other than an Assignment to a Lender in connection with a financing or sale or transfer of one or both of the Projects to a Substitute Owner (as defined in the Consent Agreement) in compliance with the terms of the Consent Agreement (as provided in Section 15.3), the assignee or transferee or successor entity shall execute this Agreement and assume all of the duties and obligations of Seller under this Agreement pursuant to an assignment and assumption agreement in which the assignee, transferee or successor entity unconditionally assumes and agrees to be bound by all of the terms and conditions of this Agreement as Seller, including providing Seller Security as provided for in Article 7, and whereby the assignee makes certain additional representations and warranties as appropriate for such assignee that are substantially similar to those contained in Section 17.1 and such assignee delivers such corporate powers, due authorization and enforceability assurance as Buyer may reasonably request. Following any Assignment in compliance with this Article 15 (including Section 15.1) other than an assignment in connection with a financing or merger where Seller is the surviving entity, Seller shall be, without further action by Buyer, released and discharged from all obligations under this Agreement arising after the effective date of such Assignment. Seller agrees to compensate Buyer for Buyer’s reasonable costs and expenses incurred by its use of outside attorneys, consultants, accountants and advisors in connection with this Agreement in response to Seller’s requests made pursuant to Article 15. Buyer shall provide an invoice to Seller for such charges, with appropriate documentation.

    2. Assignment by Buyer.

       1. Buyer may not at any time, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, assign, transfer, sell, pledge or encumber this Agreement or its rights hereunder to any Person; provided, however, that Buyer may, without the consent of Seller (a) transfer, sell, pledge, encumber or assign this Agreement or the account, revenues, or proceeds hereof in connection with any financing or other financial arrangements, (b) transfer or assign this Agreement to an Affiliate of Buyer, or (c) transfer or assign this Agreement to any Person succeeding to all or substantially all of the assets of Buyer and its Affiliates with such Person meeting the Credit Requirements; provided further, 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 Buyer delivers such tax and enforceability assurance as Seller may reasonably request.

       2. With respect to any permitted assignment or transfer of this Agreement in compliance with this Section 15.2, the assignee or transferee or successor entity shall assume all of the duties and obligations of Buyer under this Agreement pursuant to an assignment and assumption agreement in which the assignee, transferee or successor entity unconditionally assumes and agrees to be bound by all of the terms and conditions of this Agreement as Buyer and whereby the assignee makes certain additional representations and warranties as appropriate for such assignee that are substantially similar to those contained in Section 17.2. Upon any permitted assignment or transfer by Buyer pursuant to clause 15.2(i), Buyer shall be, without further action by Seller, released and discharged from all obligations under this Agreement arising after the effective date of such assignment or transfer. Buyer agrees to compensate Seller for Seller’s reasonable costs and expenses incurred by its use of outside attorneys, consultants, accountants and advisors in connection with this Agreement in response to Buyer’s requests made pursuant to Section 15.2 (including this Section 15.2(ii)). Seller shall provide an invoice to Buyer for such charges, with appropriate documentation.

    3. Lenders

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