§ 15. Transfer of Franchise.

Monmouth Power and Light 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 Monmouth Power and Light which assume all of Monmouth Power and Light'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 Monmouth Power and Light 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 Monmouth Power and Light (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. Monmouth Power and Light will assist the City with such inquiry. The City shall not unreasonably delay or withhold its consent to such transfer.