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Execution Version <br /> standard,or other renewable energy mandate by Seiler,or any other party purchasing <br /> from the Unit(s). <br /> 18, SUCCESSORS AND ASSIGNS: <br /> 88.1 This Agreement shall be binding upon and inure to the benefit of the successors <br /> and permitted assigns of the Parties. <br /> 181 Except as provided in this Section 18,fielOter Party shall assign Its rights in this <br /> Agreement or its interests, In whole nor in part, without the pilot written <br /> Consent of the other Party,such consent shall not be unreasonably withheld, <br /> cOnditioned or delayed. <br /> 183 To facilitate Seller's obtaining of financing for the Facility,upon request hy <br /> Buyer shall consent to the collateral assignment or pledge by Wet Or any <br /> affiliate of Seller of fij this Agreement to any Facility LOW or all Of a'ii/#740 <br /> of the membership interests in Seller to any Facility tender,In each tase—ferthe <br /> purpose of financing the Facility, froVided, however, that the terms of such <br /> financing and,the doCiiinentation relating thereto Shall be subject to the rights of <br /> Buyer tinder the appficabletemis and conditions of this Agreement.Sellerahali <br /> provide Buyer 'with fifteen (1S) days' prior notice of any such collateral <br /> assignment or pledge. Notwithstanding the foregoing or anything else expressed <br /> or implied herein to the contrary, Seiler shall not assign, transfer, convey, <br /> encumber!sell or otherwise dispose of all or any portion of the Output(not <br /> Including the proceeds thereof) pursuant to this Agreement to any Facility <br /> Lender. Seller shall reimburse,or shall cause the facility tender to reimburse, <br /> Buyer for the actual,direct and demonstrable legal expensesincurrediiit Buyer <br /> in the preparation,negoilatkin,execution or delivery of such consent and any <br /> documents requested by Seller or the Facility tender in connection therewith <br /> pursuant to this Section 18. <br /> 18.4 Anytransatdons allowed under this 5,—ectiOn 12*akin*IflO*0 the teem of any <br /> license or permit required for perforniabce antierthis Agreement. <br /> 19. ~MIS: <br /> This Agreement may be subject to the regulatory powers of a state or federal agency <br /> havintjarisdiction. <br /> 20. SEVERABUJTh <br /> In the t4rerit that any of the terms, covenants or condftkins of this Swim* itS <br /> Exhibits, or the application of any term, covenant, or condition herein Shag be BM <br /> • <br /> Page 1202.,4 <br /> 140 <br />