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21. ASSIGNMENT
<br />21.1. Neither Party shall assign this Agreement or its rights hereunder (including a transfer
<br />by operation of law) without the prior written consent of the other Party, which
<br />consent may be withheld in the exercise of its sole discretion; provided, however,
<br />(i) either Party may, without the consent of the other Party and without relieving itself
<br />from liability hereunder, transfer, sell, pledge, encumber or assign this Agreement or
<br />the accounts, revenues, or proceeds hereof in connection with any financing or other
<br />financial arrangements, (ii) Customer may transfer or assign this Agreement to any
<br />Affiliate of Customer or other person or entity succeeding to the assets, substantially
<br />as an entirety, of Customer that are served by or are used predominantly in service to
<br />Customer's Electric Energy Requirements, if in either such case the assignee's
<br />expected creditworthiness and Electric Energy Requirements are comparable to those
<br />of Customer or are otherwise reasonably acceptable to LCRA; and (iii) Customer may
<br />assign this Agreement as contemplated in Article 10; provided, however, that in each
<br />such case, any such assignee shall agree in writing to be bound by the terms and
<br />conditions hereof and so long as the assigning Party delivers such tax and
<br />enforceability assurance as the non - assigning Party may reasonably request.
<br />21.2. Notwithstanding any other provisions of this Agreement, if Customer is then a
<br />I borrower of the RUS or other annlicable lender, Customer, without LCRA's consent
<br />but with the consent of the Administrator or other annlicable lender. may assign,
<br />transfer, mortgage, or pledge its interest in this Agreement as security (an
<br />" Assignment for Security ") for any obligation secured by any indenture, mortgage, or
<br />similar lien on its system assets without limitation on the right of the secured party to
<br />further assign this Agreement, including the assignment to create a security interest for
<br />the benefit of the U.S. Government, acting through the Administrator. After any
<br />Assignment for Security to the Administrator or other annlicable lender, the
<br />Administrator or other annlicable lender, without the approval of the other Party to
<br />this Agreement, may (i) cause this Agreement to be sold, assigned, transferred, or
<br />otherwise disposed of to a third party pursuant to the terms governing such
<br />Assignment for Security, or (ii) if the Administrator first acquires this Agreement
<br />pursuant to 7 U.S.C. § 907, sell, assign, transfer, or otherwise dispose of this
<br />Agreement to a third party; provided, however, that in either case (A) the Party who
<br />made the Assignment for Security is in default of its obligations to the Administrator
<br />or other annlicable lender that are secured by such security interest and the
<br />Administrator or other annlicable lender has given LCRA notice of such default; and
<br />(B) the Administrator or other annlicable lender has given LCRA thirty (30) days'
<br />prior notice of its intention to sell, assign, transfer, or otherwise dispose of this
<br />Agreement, indicating the identity of the intended third party assignees or purchaser.
<br />No permitted sale, assignment, transfer, or other dispositions shall release or discharge
<br />Customer from its obligations under this Agreement.
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