PacifiCorp shall not transfer or assign any rights under this Franchise to another
entity, except transfers and assignments by operation of law, or to affiliates, parents
or subsidiaries of PacifiCorp which assume all of PacifiCorp's obligations hereunder,
unless the City shall first give its approval in writing, which approval shall not
be unreasonably withheld, conditioned or delayed; provided, however PacifiCorp may
assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest
in this Franchise to any financing entity, or agent on behalf of any financing entity
to whom PacifiCorp (1) has obligations for borrowed money or in respect of guaranties
thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar instruments,
or (iii) has obligations under or with respect to letters of credit, bankers acceptances
and similar facilities or in respect of guaranties thereof. In determining whether
City will consent to any transfer, the City may inquire into the technical, legal
and financial qualifications of the perspective transferee. PacifiCorp will assist
the City with such inquiry. The City shall not unreasonably delay or withhold its
consent to such transfer.
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