As Sheila requested, I started with the GenPower language and worked in the 
"financial accommodation party" as one of the parties for whom Seller would 
not be "reasonable" in withholding its consent for Agent to assign.  I was 
not present during several discussions where the decision was made to go back 
to GE for consent on most assignments; I am assuming we want to keep the 
optics that we can assign in very few instances and are hanging our hats on 
the carve out  to the "reasonable to withhold" consent language.  

 I also deleted the requirement for a guaranty in certain instances.

Please respond ASAP with comments.  The first doc is the red-line, the second 
is the original GenPower language, third is the GenPower language with the 
two changes I mentioned above.  You may have to "view" the red-line - may not 
be able to "open" it.