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C. Ameresco shall have the right, during County's normal business hours,to inspect, audit and copy County's books, records documents and accounts and other evidence pertaining to this Agreement. XI MISCELLANEOUS A. Severability If any of the provisions, or portions, or applications thereof, of this Agreement are made unenforceable or invalid by any existing or subsequent Federal, State or local requirements, either statutory or administrative, or are held to be unenforceable or invalid by any Court of competent jurisdiction, then County and Ameresco shall, except as provided otherwise hereinafter, negotiate an adjustment in the affected provisions of the Agreement with a view toward effecting the purposes of this Agreement, and the validity and enforceability of the remaining provisions or portions, or applications thereof shall not be affected thereby. B. Compliance with Laws in Performance County and Ameresco agree to comply with all Applicable Laws, including Federal, State and local requirements, either statutory or administrative, applicable to the performance under the Agreement which are in effect now or in the future. C. Titles and Headings The titles of the articles of this Agreement are inserted for convenience or reference only and shall be disregarded in construing or interpreting any of its provisions. D. Entire Agreement This Agreement and the Site Lease Agreement and all the exhibits referenced herein constitute the entire understanding between the parties and supersede all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. E. Binding Effect 1. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and their respective legal representatives, successors and assigns, including any public body which will succeed to or have assigned to it any of the functions of County with respect to this Agreement. Reference to County and Ameresco shall include reference to their respective successors, assigns and nominees. Z Other than as provided above, neither Ameresco nor County may transfer or assign its obligations under this Agreement, other than assignment by Ameresco as collateral for financing the Project, without the express written consent of the other Party. County agrees to use reasonable efforts to negotiate and enter into a consent and assignment agreement with the lenders who finance the Project in form and substance customary for such financings. LFG Purchase Agreement 12 Foothill Sanitary Landfill Ameresco San Joaquin LLC/San Joaquin County SW-1013035-R5