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c. The parties agree that the Consenting Party is not pledging its credit under the Assigned Agreement, and nothing contained in this Consent and Agreement shall be deemed a grant by the Consenting Party of a security interest in any of the property, equipment or gas owned by the Consenting Party or otherwise create a lien or other encumbrance on any of the Consenting Party's property (tangible or intangible), to secure Project Company's repayment obligations and other financial accommodations made under the under the Operative Documents. 2. Default and Cure. a. Notwithstanding anything to the contrary in the Assigned Agreement, upon the occurrence and continuation of a breach or default by the Project Company under the Assigned Agreement ("Project Company Default"), the Consenting Party shall, before terminating the Assigned Agreement or exercising any other remedy, give written notice to the Financing Party specifying the default and the steps necessary to cure the same and Financing Party shall have the applicable notice and cure period set forth under the Assigned Agreement; provided, however, in no event shall the time to cure be less than forty-five (45) days for any non -monetary default or less than thirty (30) days for a monetary default after Financing Party's receipt of such notice. If Financing Party fails to cure or cause to be cured any such default within the appropriate period set forth above, the Consenting Party shall have all of its rights and remedies with respect to such default as set forth in the Assigned Agreement and at law or in equity. b. Consenting Party agrees that, notwithstanding anything contained in the Assigned Agreement, upon the occurrence and continuation of a Project Company Default, Consenting Party will not terminate or suspend its performance under the Assigned Agreement if, and for so long as, Financing Party shall be using commercially reasonable efforts to: (A) cure such default; or (B) otherwise acquire, directly or indirectly, Project Company's interest in the Assigned Agreement. c. Any attempt to cure Project Company's defaults under the Assigned Agreement shall not be construed as an assumption by Financing Party of any obligations of Project Company under the Assigned Agreement unless Financing Party expressly agrees in writing to assume any of the foregoing. 3. Delivery of Notices. The Consenting Party agrees that it will send copies of all material notices (including any notice of breach) under the Assigned Agreement to the Financing Party simultaneously with the delivery of such notice to the Project Company. 4. Liability of Financing Party. The Consenting Party acknowledges and agrees that the Financing Party has not assumed and does not have any obligation or liability under or pursuant to the Assigned Agreement unless and until the Financing Party assumes the same in writing (with notice to the Consenting Party). 5. Amendment or Termination of Assigned Aareement. The Consenting Party covenants and agrees with the Financing Party that without the prior written consent of the Financing Party, the Consenting Party will not (A) amend, supplement or otherwise modify the terms of the Assigned Agreement; (B) assign or transfer its rights, duties, obligations or interest under the Assigned Agreement; or (C) cancel, terminate or suspend performance under the Assigned Agreement. [00110049.4] 3