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POWER PURCHASE AGREEMENT ("PPA") <br /> Majeure event,the Party not claiming the Force Majeure shall have the right to terminate <br /> this Agreement without fault or further liability to either Party (except for amounts <br /> accrued but unpaid). <br /> 19. Assignment and Financing. <br /> a. Assignment. This Agreement may not be assigned in whole or in part by either Party <br /> without the prior written consent of the other Party within thirty (30) calendar days, <br /> which consent shall not be unreasonably withheld or delayed. Notwithstanding the <br /> foregoing, Seller may, without the prior written consent of Purchaser, (i) assign, <br /> mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the <br /> System to any Financing Party, (ii) directly or indirectly assign this Agreement and the <br /> System to an affiliate or subsidiary of Seller, (iii) assign this Agreement and the System to <br /> any entity through which Seller is obtaining financing or capital for the System and (iv) <br /> assign this Agreement and the System to any person succeeding to all or substantially all <br /> of the assets of Seller(provided that Seller shall be released from liability hereunder as a <br /> result of any of the foregoing permitted assignments only upon assumption of Seller's <br /> obligations hereunder by the assignee). In the event of any such assignment, the Seller <br /> shall be released from all its liabilities and other obligations under this <br /> Agreement. However, any assignment of Seller's right and/or obligations under this <br /> Agreement,shall not result in any change to Purchaser's rights and obligations under this <br /> Agreement. Purchaser's consent to any other assignment shall not be unreasonably <br /> withheld if Purchaser has been provided with reasonable proof that the proposed <br /> assignee (x) has comparable experience in operating and maintaining photovoltaic solar <br /> systems comparable to the System and providing services comparable to those <br /> contemplated by this Agreement and (y) has the financial capability to maintain the <br /> System and provide the services contemplated by this Agreement in the manner required <br /> by this Agreement. This Agreement shall be binding on and inure to the benefit of the <br /> successors and permitted assignees. <br /> b. Financing. The Parties acknowledge that Seller may obtain construction and long-term <br /> financing or other credit support from one or more Financing Parties. "Financing Parties" <br /> means person or persons providing construction or permanent financing to Seller in <br /> connection with construction, ownership, operation and maintenance of the System, or <br /> if applicable, means, if applicable, any person to whom Seller has transferred the <br /> ownership interest in the System,subject to a leaseback of the System from such person. <br /> Both Parties agree in good faith to consider and to negotiate changes or additions to this <br /> Agreement that may be reasonably requested by the Financing Parties; provided, that <br /> such changes do not alter the fundamental economic terms of this Agreement. In <br /> connection with an assignment pursuant to Section 19(a)(i)-(iv), Purchaser agrees to <br /> execute any consent, estoppel or acknowledgement in form and substance reasonably <br /> acceptable to such Financing Parties. <br /> c. Successor Servicing. The Parties further acknowledge that in connection with any <br /> construction or long-term financing or other credit support provided to Seller or its <br /> Page 29 of 49 <br />