Common use of Assignment by Developer Clause in Contracts

Assignment by Developer. (a) Developer may, without the prior written consent of the City, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Lease Agreement to any Financing Party, (ii) directly or indirectly assign this Lease Agreement to an affiliate of Developer, (iii) assign this Lease Agreement to any entity through which Developer is obtaining financing or capital for the Renewable Generating Facility and (iv) assign this Lease Agreement to any person succeeding to all or substantially all of the assets of Developer (provided that Developer shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Developer’s obligations hereunder by the assignee). The City’s consent to any other assignment shall not be unreasonably withheld if the City has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the Renewable Generating Facility and providing services comparable to those contemplated by this Lease Agreement and (y) has the financial capability to maintain the Renewable Generating Facility and provide the services contemplated by this Lease Agreement in the manner required by this Lease Agreement. This Lease Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. (b) The Parties acknowledge that Developer may obtain construction and long-term financing or other credit support from lenders or third parties (including tax equity or similar investors) (“Financing Parties”) in connection with the installation, construction, ownership, operation and maintenance of the Renewable Generating Facility. Both Parties agree in good faith to consider and to negotiate changes or additions to this Lease Agreement that may be reasonably requested by the Financing Parties; provided, that such changes do not alter the fundamental economic terms of this Lease Agreement. The Parties also agree that Developer may assign this Lease Agreement to the Financing Parties as collateral, and in connection with any such assignment, the City agrees to execute a consent to assignment in customary form and reasonably acceptable to the Financing Parties.