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Power Provider's prior consent. Power Provider may assign any or all of its rights or obligations under this Agreement without Purchaser's consent, including without limitation to any Affiliate of Power Provider, and/or to any lender or lessor providing financing to Power Provider or any of Power Provider's Affiliates for the Solar Power Facility at the Site(Lender/Lessor'), provided, that Power Provider shall give notice to Purchaser of any such assignment as soon as practicable thereafter and provided further that Guarnator's Guaranty shall remain in full force and effect after any such assignment. If Power Provider collaterally assigns this Agreement or its rights hereunder to a Lender or Lessor, Purchaser shall execute any consents reasonably required by such Lender/Lessor in form and substance acceptable to Purchaser and Lender/Lessor to effect an assignment of the Agreement as collateral, If Power Provider assigns this Agreement to an entity other than a Lender/Lessor, such assignee shall be financially sound and capable of performing Power Provider's obligations under this Agreement, as reasonably determined by Purchaser, and an experienced owner/operator of solar electric systems. Any purported assignment made in violation of this Section 14(a) shall be deemed void. (b) With respect to an assignment by Power Provider to a Lender/Lessor in accordance with Section 14(a), Purchaser and Power Provider acknowledge and agree that, upon receipt of written notice and direction by any Lender/Lessor of Power Provider that Power Provider is in default under its financing agreements with Lender/Lessor, and notwithstanding any instructions to the contrary by Power Provider, Purchaser shall (i) make any and all payments due and owing by Purchaser under this Agreement directly to Lender/Lessor, and (ii) tender performance of any and all other covenants by Purchaser under this Agreement to and for the benefit of Lender/Lessor and as the Lender/Lessor may direct in the future. Furthermore, if directed in writing by Lender/Lessor, Purchaser will recognize such Lender/Lessor, or any third party to whom such Lender/Lessor has reassigned the rights of Power Provider under this Agreement, as the proper and lawful provider of power under this Agreement and fully entitled to receive payments with respect thereto and possessing all other rights of the Power Provider hereunder so long as such Lender/Lessor (or its assignee or designee) performs the obligations of Power Provider hereunder. Purchaser shall be protected and shall incur no liability in acting or proceeding in good faith upon any such foregoing written notice and direction by Lender/Lessor which Purchaser shall in good faith believe to be genuine. Purchaser shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such foregoing notice and direction, but may accept and rely upon them as conclusive evidence of the truth and accuracy of such statements. (c) Purchaser shall use reasonable efforts to notify Lender/Lessor of a default by Power Provider under this Agreement, provided, however that a failure by Purchaser to notify Lender/Lessor shall not limit, delay or prevent the exercise by Purchaser of its rights and remedies hereunder with respect to such default. Lender/Lessor shall have the same amount of time as Power Provider, but at least ten (10) days with respect to any monetary default and at least thirty (30) days with respect to any non -monetary default, to cure any default by Power Provider under the Agreement, provided, that, in no event shall Lender/Lessor be obligated to cure any such default. Page 17 of 30 SE PPA 11/11/15