Extract to table

(b) A change of control of Seller in which the successor entity fails to satisfy the Minimum Credit Threshold requires Buyer's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed

(c) In the event that Buyer reasonably withholds consent pursuant to clause (b) above, and the change of control has not been abandoned within sixty (60) days following Buyer's notice of objection, Buyer shall have the right to terminate the PPA upon thirty (30) additional days' written notice

We also note an important practical consideration: the change of control provisions in the PPA must be coordinated with, and acceptable to, the Seller's lender group

In the event that such additional credit support is not posted within thirty (30) business days following Seller's demand, Seller shall have the right to terminate the PPA

Neither this letter nor the Second Draft shall be construed as creating any binding obligation on the part of Seller or CBR unless and until the PPA is fully executed and delivered by both parties