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<br />hereunder for the benefit of the Financing Persons in the event of Panda's default under this Agreement or under the
<br />applicable fmancing documents, provided that the Financing Persons (or their assignee) shall have cured all defaults of
<br />Panda's obligations hereunder and shall have paid all amounts then due, including costs to cure. In such event, the
<br />Financing Persons (or their assignee) shall have the rights and obligations of Panda under this Agreement, provided the
<br />Financing Persons shall have no personal liability to the City for the performance of such obligations, and the sole
<br />recourse of the City in seeking the enforcement of such obligations shall be to such Parties' interest in the Project.
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<br />(d) The City acknowledges that Panda and/or its Affiliates will borrow funds from the Financing Persons
<br />in connection with the development, construction and operation of the Plant and that, as a condition to making loans to
<br />Panda and/or its Affiliates, the Financing Persons may from time to time require amendments to this Agreement and
<br />certain documents from the City. In connection therewith, the City agrees to furnish to the Financing Persons such
<br />written information, certificates, opinions, affidavits and other like documents as Panda may reasonably request. The
<br />City shall negotiate in good faith amendments to this Agreement reasonably requested by the Financing Persons. In
<br />addition, the City shall promptly execute any additional documentation, as may be mutually agreed upon in form and
<br />substance that is reasonably requested by the Financing Persons.
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<br />Section 14.02. Assignment.
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<br />(a) Except as expressly permitted in this Agreement, neither Party shall assign this Agreement or any
<br />portion hereof, or any of the rights or obligations hereunder, whether by operation of law or otherwise, without the prior
<br />written consent of the other Party. This Agreement shall inure to the benefit of, and be binding upon, the successors and
<br />permitted assigns of the Parties.
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<br />(b) Panda shall be entitled to assign this Agreement and its rights herein without the consent of the
<br />City to any of Panda's Affiliates that has a direct or indirect interest in the Plant. In addition, the City hereby
<br />consents to the granting of a security interest in and an assignment by Panda of this Agreement and its rights herein
<br />to the Financing Persons and their successors, assigns and designees in connection with any financing or refinancing
<br />related to the development, construction, operation and maintenance of the Plant. In furtherance of the foregoing,
<br />the City acknowledges that the Financing Persons may under certain circumstances assume the interests and rights
<br />of Panda under this Agreement.
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<br />(c) The City acknowledges that the Financing Persons may under certain circumstances foreclose
<br />upon and sell, or cause Panda to sell or lease the Plant and cause any new lessee or purchaser of the Plant to assume
<br />all of the interests, rights and obligations of Panda arising under this Agreement. In such event, the City agrees to
<br />the assignment by Panda and the Financing Persons of this Agreement and its rights herein to such purchaser or
<br />lessee and shall release Panda and the Financing Persons from all obligations hereunder upon any such assignment.
<br />Prior to such release, Panda and Financing Persons shall pay all payments and amounts due under this Agreement.
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<br />Section 14.03. Representatives of Parties. Each Party shall designate in writing a natural person who shall
<br />act on its behalf in all matters related to the administration of this Agreement. Each Party may designate a new
<br />representative by giving written notice thereof to the other Party.
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<br />Section 14.04. Good Faith Dealings. The Parties undertake to act in good faith in relation to the
<br />performance and implementation of this Agreement and to take such other reasonable measures as may be necessary for
<br />the realization of its purposes and objectives.
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<br />Section 14.05. Confidentiality. The Parties agree that the contents of this Agreement and any information
<br />provided to a Party by the other Party whether of a business, technical, engineering, economic or other nature relating to
<br />the Plant or the disclosing Party and its affiliates, relating to the negotiations or performance of this Agreement or
<br />otherwise provided pursuant this Agreement (the "Confidential Information") shall be treated as confidential and secret
<br />and that the receiving Party, without the prior written consent of the disclosing Party, shall not disclose Confidential
<br />Information to any Person, except as permitted herein. Upon the request of the disclosing Party and to the extent
<br />reasonably practicable to do so, the receiving Party shall return all written and electronic information containing
<br />Confidential Information of the disclosing Party. Notwithstanding the above, the Parties acknowledge and agree that (a)
<br />Panda may disclose Confidential Information to the Financing Persons, potential lenders or investors for the Plant,
<br />contractors, Panda's affiliates, agents, representatives and contractors, suppliers and manufacturers (and potential
<br />suppliers and manufacturers) of equipment, materials or other goods for the Plant and other Persons as may be necessary
<br />or advisable for Panda to perform its obligations under this Agreement and the other agreements entered into in
<br />connection with the Plant, and (b) the City may disclose Confidential Information to its agents, contractors and other
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