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Permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar <br />legislation), or (iii) a change in any utility rate schedule or tariff approved by any Governmental Authority. <br />17. Assignment and Financing. <br />a. Assignment. <br />Restrictions on Assignment. Subject to the remainder of this Section 17(a), this Agreement may not be assigned <br />in whole or in part by either Party without the prior written consent of the other Party, which consent may not be <br />unreasonably withheld or delayed. Purchaser may not withhold its consent to an assignment proposed by Seller <br />where the proposed assignee has the financial capability and experience necessary to operate and maintain solar <br />photovoltaic systems such as the System. <br />ii. Permitted Assignments. Notwithstanding Section 17(a)(i): <br />Seller may, without the prior written consent of Purchaser, assign, mortgage, pledge or otherwise directly <br />or indirectly assign its interests in this Agreement to (A) any Financing Party (as defined in Section 17(b)), <br />(B) any entity through which Seller is obtaining financing from a Financing Party, or (C) any affiliate of <br />Seller or any person succeeding to all or substantially all of the assets of Seller; provided, that, Seller is <br />not released from liability hereunder as a result of any assignment to an affiliate unless the assignee <br />assumes Seller's obligations hereunder by binding written instrument; and <br />2. Purchaser may, by providing prior notice to Seller, assign this Agreement: <br />a. to an affiliate of Purchaser or a purchaser of the Premises; provided, that, Purchaser is not released <br />from liability hereunder by reason of the assignment unless the assignee assumes Purchaser's <br />obligations hereunder by binding written instrument on terms satisfactory to Seller, including as to <br />the assignee's creditworthiness; and <br />b. to an assignee that has an Investment Grade credit rating at the time of the assignment. "Investment <br />Grade" means the assignee has a long-term unsecured debt rating from Moody's or S&P of at least <br />Baa3 from Moody's and/or at least BBB- from S&P. <br />iii. Successors and Permitted Assignees. This Agreement is binding on and inures to the benefit of successors and <br />permitted assignees. The restrictions on assignment contained herein do not prohibit or otherwise limit changes <br />in control of Seller. <br />b. Financing. The Parties acknowledge that Seller may obtain debt or equity financing or other credit support from <br />lenders, investors or other third parties (each a "Financing Party") in connection with the installation, construction, <br />ownership, operation and maintenance of the System. In furtherance of Seller's financing arrangements and in <br />addition to any other rights or entitlements of Seller under this Agreement, Purchaser shall timely execute any consents <br />to assignment (which may include notice, cure, attornment and step-in rights) or estoppels and negotiate any <br />amendments to this Agreement that may be reasonably requested by Seller or the Financing Parties; provided, that <br />such estoppels, consents to assignment or amendments do not alter the fundamental economic terms of this Agreement. <br />C. Termination Requires Consent. Seller and Purchaser agree that any right of Seller to terminate this Agreement is <br />subject to the prior written consent of any Financing Party. <br />18. Confidentiality. <br />a. Confidential Information. To the maximum extent permitted by applicable law, if either Party provides confidential <br />information ("Confidential Information") to the other or, if in the course of performing under this Agreement or <br />negotiating this Agreement a Party learns Confidential Information of the other Party, the receiving or learning Party <br />shall (i) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its <br />own confidential and proprietary information, and (ii) refrain from using such Confidential Information, except in the <br />negotiation, performance, enforcement and, in the case of Seller, financing, of this Agreement. The terms of this <br />Agreement (but not the fact of its execution or existence) are considered Confidential Information of each Party fol <br />purposes of this Section I8(a). <br />(7794548:) SEIA C&I PPA, version 2.0 <br />Exh. 3, p. 12 <br />