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a satisfactory settlement with any insurance company involved) repair such damage to the Site and restore the
<br />damaged portions of the Site (including those portions thereof reasonably necessary for the installation,
<br />maintenance and operation of each Solar Power Facility by Power Provider) to as near their condition prior to
<br />the Casualty as is reasonably practicable, subject to such modifications as may be reasonably required by the
<br />application of current building codes (the "Restoration"), at Purchaser's sole expense (but limited in cost to the
<br />amount received by Purchaser from insurance proceeds plus such additional amounts, if any, that Purchaser
<br />elects to pay for such Restoration). Within sixty (60) days following the date of such Casualty, Purchaser shall
<br />advise Power Provider of Purchaser's contractor's reasonable estimate of the time required to complete the
<br />Restoration. Unless otherwise agreed by the Parties, such Restoration shall not include repair to the Solar Power
<br />Facility. Notwithstanding the foregoing, in the event that such damage results from the gross negligence or
<br />willful misconduct of Power Provider or any of its Agents, contractors or sub -contractors or any of their
<br />respective employees, Power Provider shall promptly pay to Purchaser all costs and expenses of such repair and
<br />restoration. In addition, Purchaser shall have all rights available to it at law or equity.
<br />(b) In the event, in the reasonable judgment of Power Provider, a Restoration will not or cannot be
<br />substantially completed within one hundred eighty (180) days following the date of the Casualty, or in the event
<br />the Casualty occurs during the last year of the Schedule Term and the time reasonably estimated for the
<br />Restoration exceeds ninety (90) days, then either Party may terminate the applicable Schedule by delivery of
<br />written notice to the other Party within thirty (30) days following the Casualty. If either Party terminates the
<br />applicable Schedule pursuant to this Section 13(b), such Party may request and each Party shall use best efforts
<br />to furnish an alternate Site or Sites for the installation of comparable Solar Power Facilities pursuant to a
<br />Schedule reasonably acceptable to the Parties.
<br />(c) Notwithstanding anything herein to the contrary, Purchaser may, but shall not be required to,
<br />fund,, rebuild, replace, or repair any property owned by Power Provider, including, without limitation, any Solar
<br />Power Facility in which event Power Provider shall promptly reimburse Purchaser for all costs and expenses
<br />incurred in connection therewith Power Provider shall be solely responsible for and shall promptly repair, rebuild
<br />or replace any such property to the extent required to provide the Electric Power to Purchaser hereunder and to
<br />otherwise comply with this Agreement.
<br />(d) If a Casualty occurs and the applicable Schedule is not terminated pursuant to Section 13(b),
<br />Purchaser shall use commercially diligent efforts to complete the Restoration within the time estimated therefore
<br />by Purchaser and its contractor and communicated to Power Provider (the "Estimated Restoration Period"). If
<br />Purchaser has not substantially completed the Restoration on or before the ninetieth (90") day after the last day
<br />of the Estimated Restoration Period, which date is subject to extension of up to thirty (30) days for Force Majeure
<br />events (the "Outside Restoration Delivery Date"), Power Provider may thereafter, but prior to substantial
<br />completion of the Restoration, give written notice within ten (10) business days after the Outside Restoration
<br />Delivery Date to Purchaser of Power Provider's desire to terminate the applicable Schedule. If Purchaser has
<br />not substantially completed the Restoration within thirty (30) days after Purchaser's receipt of such notice, Power
<br />Provider shall have the right, in its sole discretion but without obligations, and without limiting any other
<br />remedies available to Power Provider in this Agreement, the applicable Schedule or at law or equity, to terminate
<br />this Agreement at any time thereafter, but prior to substantial completion of the Restoration. If Power Provider
<br />terminates the Agreement subject to Section 13(b) or 13(d), Power Provider may at its sole discretion but is not
<br />required to remove the Solar Power Facilities at its cost. If Power Provider fails to remove the Solar Power
<br />Facilities within sixty (60) days after the expiration of such period, the Solar Power Facilities shall be deemed
<br />abandoned by Power Provider, shall become the property of Purchaser, and Purchaser may retain or remove and
<br />dispose of the Solar Power Facilities as it determines in its sole judgment.
<br />14. Assignment.
<br />(a) Purchaser shall not assign this Agreement or any of its rights or obligations hereunder without
<br />the prior written consent of Power Purchaser, which consent shall not be unreasonably withheld, conditioned or
<br />delayed. Notwithstanding the foregoing, Purchaser may assign this Agreement and its rights and obligations
<br />hereunder in connection with the sale or lease of the Site or the business operated by Purchaser at the Site,
<br />provided that the assignee is financially sound and capable of performing Purchaser's obligations under this
<br />Agreement, as determined by Power Provider, or to an Affiliate or subsidiary of Purchaser, in each case without
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<br />SE PPA 11/11/15
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