Common use of ASSIGNMENT AND SUBLEASE Clause in Contracts

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL, TRANSFER, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOF, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lessor may, without the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Lessor, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing or capital for the System and (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Lessor (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Lessor’s obligations hereunder by the assignee). In the event of any such assignment, the Lessor shall be released from all its liabilities and other obligations under this Agreement. However, any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change to Lessee’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if Lessee has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLA. Except as explicitly set forth herein, TRANSFERConcessionaire shall not assign, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFsublet, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTsell, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORconvey, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole transfer, mortgage, or in pledge this Lease or any part by either Party thereof without the prior written consent of the other PartyBoard. Any restrictions which form a part of any written consent granted shall be incorporated into a written instrument and shall form a part of this Lease. Due to the significance of this Lease and the nature of the services to be provided hereunder, which consent the Board shall have the right in its sole discretion, to withhold its consent. Concessionaire shall not be unreasonably withheld use, or delayed. Notwithstanding permit any person to use, the foregoingPremises, Lessor mayimprovements thereon, without or any portion thereof, except for the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests purposes as provided in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Lessor, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing or capital for the System and (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Lessor (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Lessor’s obligations hereunder by the assignee). Lease. B. In the event Concessionaire merges, consolidates, acquires, affiliates, or associates with any other person, company, corporation or other entity, or in any manner whatsoever either is bought out or buys out another person, company, corporation or other entity, and such merger, consolidation, acquisition, affiliation, association or buy out results in a change of control or management of the operations authorized herein, then in that event, such merger, consolidation, acquisition, affiliation, association or buy out shall be considered by the Board as an Assignment of this Lease by Concessionaire which requires the prior approval of the Board and any such assignmentmerger, the Lessor consolidation, acquisition, affiliation, association or buy out without such consent shall be released from violation of this Article, and shall subject this Lease to termination by the Board. C. All subleases shall be subject to all of Concessionaire’s obligations hereunder. Subtenants must execute a written sublease containing an agreement to perform all of Concessionaire’s obligation hereunder during the term of the sublease. No sublease shall operate to release Concessionaire of its liabilities and other obligations under this Agreement. However, any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change to Lessee’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if Lessee has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigneesarising hereunder.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLA. Except as explicitly set forth herein, TRANSFERConcessionaire shall not assign, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFsublet, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTsell, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORconvey, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole transfer, mortgage, or in pledge this Lease or any part by either Party thereof without the prior written consent of the Board. Any restrictions which form a part of any written consent granted shall be incorporated into a written instrument and shall form a part of this Lease. Due to the significance of this Lease and the nature of the services to be provided hereunder, the Board shall have the right in its sole discretion, to withhold its consent. Concessionaire shall not use, or permit any person to use, the Premises, improvements thereon, or any portion thereof, except for the purposes as provided in this Lease. B. In the event Concessionaire merges, consolidates, acquires, affiliates, or associates with any other Partyperson, company, corporation or other entity, or in any manner whatsoever either is bought out or buys out another person, company, corporation or other entity, and such merger, consolidation, acquisition, affiliation, association or buy out results in a change of control or management of the operations authorized herein, then in that event, such merger, consolidation, acquisition, affiliation, association or buy out shall be considered by the Board as an Assignment of this Lease by Concessionaire which requires the prior approval of the Board and any such merger, consolidation, acquisition, affiliation, association or buy out without such consent shall not be unreasonably withheld or delayed. Notwithstanding violation of this Article, and shall subject this Lease to termination by the foregoing, Lessor may, without the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Lessor, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing or capital for the System and (iv) assign this Agreement and the System to any person succeeding Board. C. All subleases shall be subject to all or substantially the Concessionaire’s obligations hereunder. Subtenants must execute a written sublease containing an agreement to perform all of the assets of Lessor (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of LessorConcessionaire’s obligations hereunder by during the assignee)term of the sublease. In the event No sublease shall operate to release Concessionaire of any such assignment, the Lessor shall be released from all its liabilities and other obligations under this Agreement. Howeverarising hereunder. D. The Board will communicate directly with Concessionaire or lease holder, not Sublease, regarding any assignment of Lessor’s right and/or rent obligations under this Agreement, shall not result in any change to Lessee’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if Lessee has been provided with reasonable proof that occur during the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the benefit term of the successors and permitted assigneesLease.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLA. Except as explicitly set forth herein, TRANSFERConcessionaire shall not assign, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFsublet, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTsell, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORconvey, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole transfer, mortgage, or in pledge this Lease or any part by either Party thereof without the prior written consent of the Board. Any restrictions which form a part of any written consent granted shall be incorporated into a written instrument and shall form a part of this Lease. Due to the significance of this Lease and the nature of the services to be provided hereunder, the Board shall have the right in its sole discretion, to withhold its consent. Concessionaire shall not use, or permit any person to use, the Premises, improvements thereon, or any portion thereof, except for the purposes as provided in this Lease. B. In the event Concessionaire merges, consolidates, acquires, affiliates, or associates with any other Partyperson, company, corporation or other entity, or in any manner whatsoever either is bought out or buys out another person, company, corporation or other entity, and such merger, consolidation, acquisition, affiliation, association or buy out results in a change of control or management of the operations authorized herein, then in that event, such merger, consolidation, acquisition, affiliation, association or buy out shall be considered by the Board as an Assignment of this Lease by Concessionaire which requires the prior approval of the Board and any such merger, consolidation, acquisition, affiliation, association or buy out without such consent shall not be unreasonably withheld or delayed. Notwithstanding violation of this Article, and shall subject this Lease to termination by the foregoing, Lessor may, without the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Lessor, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing or capital for the System and (iv) assign this Agreement and the System to any person succeeding Board. C. All subleases shall be subject to all or substantially the Concessionaire’s obligations hereunder. Subtenants must execute a written sublease containing an agreement to perform all of the assets of Lessor (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of LessorConcessionaire’s obligations hereunder by during the assignee)term of the sublease. In the event No sublease shall operate to release Concessionaire of any such assignment, the Lessor shall be released from all its liabilities and other obligations under this Agreement. Howeverarising hereunder. D. The Board will communicate directly with Concessionaire, not Sublease, regarding any assignment of Lessor’s right and/or rent obligations under this Agreement, shall not result in any change to Lessee’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if Lessee has been provided with reasonable proof that occur during the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the benefit term of the successors and permitted assigneesLease.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL, TRANSFER, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOF, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lessor may, without the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Lessor, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing or capital for the System and (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Lessor ▇▇▇▇▇▇ (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Lessor▇▇▇▇▇▇’s obligations hereunder by the assignee). In the event of any such assignment, the Lessor shall be released from all its liabilities and other obligations under this Agreement. However, any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change to Lessee▇▇▇▇▇▇’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if Lessee has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLEither party may transfer an interest in this Lease or the Premises or any interest that is acquired hereunder or is subject hereto to an Affiliate of that party. Neither party, TRANSFERnor any successor or assign, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFdirect or indirect, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTof either party, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORshall transfer, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole assign, or in part by either Party sublet any interest in, or control of, this Lease or the Premises or any interest that is acquired hereunder or is subject hereto to any other person, partnership, limited liability company, joint venture, corporation, or other form of enterprise without the prior written consent of the other Partyparty, which consent shall not be unreasonably withheld withheld, delayed or delayed. Notwithstanding the foregoing, Lessor may, without the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Lessor, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing or capital for the System and (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Lessor (conditioned; provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Lessor’s obligations hereunder ▇▇▇▇▇ may condition its approval by the assignee). In the event of any such assignment, the Lessor shall be released from all its liabilities and other obligations under this Agreement. However, any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change to Lessee’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if Lessee has been provided with reasonable proof requiring that the proposed assignee be a skilled and experienced operator engaged in the US or Canadian mining industry and have the financial wherewithal to fulfill the obligations of Tectonic hereunder; and provided further, that no such transfer, assignment, or sublease by Tectonic shall reserve or create (xor include any agreement or undertaking to reserve or create at any time) has comparable experience a royalty interest, other right to receive a share of production, or any other payment based upon, measured by, or otherwise payable with respect to, production, including without limitation production royalties, overriding royalties, production payments, net smelter returns, net proceeds, or net profits, covering any of the Premises (or any interest acquired hereunder or subject hereto) that together with all such other royalties or interests in operating and maintaining photovoltaic solar systems comparable the aggregate exceeds 50% of the applicable royalty rate payable to ▇▇▇▇▇ under this Lease for (a) Net Proceeds, in the case of net proceeds or net profits interests or (b) Net Smelter Returns, in the case of net smelter returns, production royalties, overriding royalties, production payments, or any other royalty interests. No assignment by either party shall be enforceable against or binding upon the other party unless the assignee agrees in writing to assume the obligations of the assignor. Tectonic shall not mortgage, pledge, or otherwise encumber its interest in this Lease or in the Premises or any interest that is acquired hereunder or is subject hereto without specific reference to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement fact that such mortgage, pledge, security interest, or other instrument shall be binding on subject to all terms and inure provisions of this Lease including specifically and without limitation Doyon’s royalty rights under SECTION 14 and the contracting and hiring preferences set forth in SECTION 7. ▇▇▇▇▇ shall have the right to the benefit require Tectonic to disclose to ▇▇▇▇▇ all terms and conditions of the successors and permitted assigneesany proposed transfer or assignment by Tectonic.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLA. Except as explicitly set forth herein, TRANSFERConcessionaire shall not assign, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFsublet, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTsell, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORconvey, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This transfer, mortgage, or pledge this Agreement may not be assigned in whole or in any part by either Party thereof without the prior written consent of the other Party, Board. Any restrictions which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lessor may, without the prior form a part of any written consent granted shall be incorporated into a written instrument and shall form a part of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement. Due to the significance of this Agreement and the System nature of the services to be provided hereunder, the Board shall have the right in its sole discretion, to withhold its consent. Concessionaire shall not use, or permit any Financing Partyperson to use, (ii) directly the Airport, improvements thereon, or indirectly assign this Agreement and the System to an affiliate or subsidiary of Lessorany portion thereof, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing or capital except for the System and (iv) assign purposes as provided in this Agreement and the System to any person succeeding to all or substantially all of the assets of Lessor (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Lessor’s obligations hereunder by the assignee). Agreement. B. In the event Concessionaire merges, consolidates, acquires, affiliates, or associates with any other person, company, corporation or other entity, or in any manner whatsoever either is bought out or buys out another person, company, corporation or other entity, and such merger, consolidation, acquisition, affiliation, association or buy out results in a change of control or management of the operations authorized herein, then in that event, such merger, consolidation, acquisition, affiliation, association or buy out shall be considered by the Board as an Assignment of this Agreement by Concessionaire which requires the prior approval of the Board and any such assignmentmerger, the Lessor consolidation, acquisition, affiliation, association or buy out without such consent shall be released from all its liabilities violation of this Article, and other obligations under this Agreement. However, any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change to Lessee’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if Lessee has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by subject this Agreement and (y) has to termination by the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigneesBoard.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLA. Except as explicitly set forth herein, TRANSFERConcessionaire shall not assign, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFsublet, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTsell, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORconvey, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole transfer, mortgage, or in pledge this Lease or any part by either Party thereof without the prior written consent of the other PartyBoard. Any restrictions which form a part of any written consent granted shall be incorporated into a written instrument and shall form a part of this Lease. Due to the significance of this Lease and the nature of the services to be provided hereunder, which consent the Board shall have the right in its sole discretion, to withhold its consent. Concessionaire shall not be unreasonably withheld use, or delayed. Notwithstanding permit any person to use, the foregoingPremises, Lessor mayimprovements thereon, without or any portion thereof, except for the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests purposes as provided in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Lessor, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing or capital for the System and (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Lessor (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Lessor’s obligations hereunder by the assignee). Lease. B. In the event Concessionaire merges, consolidates, acquires, affiliates, or associates with any other person, company, corporation or other entity, or in any manner whatsoever either is bought out or buys out another person, company, corporation or other entity, and such merger, consolidation, acquisition, affiliation, association or buy out results in a change of control or management of the operations authorized herein, then in that event, such merger, consolidation, acquisition, affiliation, association or buy out shall be considered by the Board as an Assignment of this Lease by Concessionaire which requires the prior approval of the Board and any such assignmentmerger, the Lessor consolidation, acquisition, affiliation, association or buy out without such consent shall be released from violation of this Article, and shall subject this Lease to termination by the Board. C. All subleases shall be subject to all of Concessionaire‘s obligations hereunder. Subtenants must execute a written sublease containing an agreement to perform all of Concessionaire‘s obligation hereunder during the term of the sublease. No sublease shall operate to release Concessionaire of its liabilities and other obligations under this Agreement. However, any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change to Lessee’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if Lessee has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigneesarising hereunder.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLA. Except as explicitly set forth herein, TRANSFERConcessionaire shall not assign, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFsublet, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTsell, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORconvey, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole transfer, mortgage, or in pledge this Lease or any part by either Party thereof without the prior written consent of the other PartyBoard. Any restrictions which form a part of any written consent granted shall be incorporated into a written instrument and shall form a part of this Lease. Due to the significance of this Lease and the nature of the services to be provided hereunder, which consent the Board shall have the right in its sole discretion, to withhold its consent. Concessionaire shall not be unreasonably withheld use, or delayed. Notwithstanding permit any person to use, the foregoingPremises, Lessor mayimprovements thereon, without or any portion thereof, except for the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests purposes as provided in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Lessor, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing or capital for the System and (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Lessor (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Lessor’s obligations hereunder by the assignee). Lease. B. In the event Concessionaire merges, consolidates, acquires, affiliates, or associates with any other person, company, corporation or other entity, or in any manner whatsoever either is bought out or buys out another person, company, corporation or other entity, and such merger, consolidation, acquisition, affiliation, association or buy out results in a change of control or management of the operations authorized herein, then in that event, such merger, consolidation, acquisition, affiliation, association or buy out shall be considered by the Board as an Assignment of this Lease by Concessionaire which requires the prior approval of the Board and any such assignmentmerger, the Lessor consolidation, acquisition, affiliation, association or buy out without such consent shall be released from all its liabilities violation of this Article, and other obligations under shall subject this Agreement. However, any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change Lease to Lessee’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if Lessee has been provided with reasonable proof that termination by the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assigneesBoard.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL, TRANSFER, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOF, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole or in No part by either Party without the prior written consent of the Leased Premises or this Lease may be assigned, mortgaged or subleased by Tenant, nor may a right of use of any portion of the property be conferred on a third person by any other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lessor maymeans, without the prior written consent of LesseeLandlord which consent shall not be unreasonably withheld. This provision shall apply to all transfers by operation of law and transfers to and by trustees in bankruptcy, (i) assignreceivers, mortgageadministrators, pledge or otherwise collaterally assign its interests executors and legatees. No consent in one instance shall prevent this provision from applying to a subsequent instance. Landlord shall consent to a transaction covered by this provision when withholding such consent would be unreasonable in the circumstances. Notwithstanding anything to the contrary contained in this Agreement Lease, Landlord and the System to any Financing Party, (ii) directly or indirectly Tenant agree as follows: Tenant may assign this Agreement and Lease or sublet the System to an affiliate Leased Premises or subsidiary of Lessorany portion thereof, (iii) assign this Agreement and the System without Landlord's consent, to any entity through which Lessor controls, is obtaining financing controlled by, or capital for the System and (iv) assign this Agreement and the System is under common control with Tenant; to any person succeeding entity which results from a merger of, reorganization of, or consolidation with Tenant; to all any entity engaged in a joint venture with Tenant; or to any entity engaged in a joint venture with Tenant; or to any entity which acquires substantially all of the stock or assets of Lessor (provided that Lessor shall be released from liability hereunder Tenant, as a result of any of going concern, with respect to the foregoing permitted assignments only upon assumption of Lessor’s obligations hereunder by business that is being conducted in the assigneeLeased Premises (hereinafter each a "Permitted Transfer"). In addition, an assignment by Tenant which results from or occurs in connection with a sale or transfer of the event capital stock of any such assignment, the Lessor Tenant shall be released from all its liabilities and other obligations under this Agreement. However, deemed a Permitted Transfer if (1) such sale or transfer of capital stock occurs in connection with any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change to Lessee’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if Lessee has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. This Agreement shall be binding on and inure to bona fide financing or capitalization for the benefit of Tenant, or (2) such sale or transfer of capital stock is under the successors auspices of the NASDAQ or other regional or national stock exchange. Landlord shall have no right to terminate the Lease in connection with, and permitted assigneesshall have no right to any sums or other economic consideration resulting from, any Permitted Transfer.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL(a) Licensee shall not assign this Agreement or any Equipment Schedule, TRANSFERor lease or sublicense the use of any of the Equipment, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOF, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other PartyLicensor in each instance, which consent shall not be unreasonably withheld by Licensor; provided, however, Licensee may assign this Agreement or delayed. Notwithstanding the foregoing, Lessor may, any Equipment Schedule without the Licensor's prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Partydirect or indirect subsidiary of Licensee, (ii) directly to any person or indirectly assign this Agreement and the System to an affiliate or subsidiary entity resulting from a reorganization of LessorLicensee, (iii) assign this Agreement and the System to any person or entity through with which Lessor Licensee is obtaining financing merged or capital for the System and consolidated, (iv) assign this Agreement and the System to any person succeeding to or entity that acquires all or substantially all of the Licensee's assets or equity securities of Lessor whatever type, (v) to Licencees's existing lenders or any other lender(s) pursuant to loan documents evidencing debt obligations of Licensee (provided that Lessor such lender(s) shall be released from liability hereunder as a result have all rights of any of the foregoing permitted assignments only upon assumption of Lessor’s obligations hereunder by the assignee). In the event of any such assignment, the Lessor shall be released from all its liabilities and other obligations under this Agreement. However, any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change cure available to Lessee’s rights and obligations under this Agreement. Lessee’s Lessee’s consent Licensee hereunder) or (vi) to any other assignment person or entity that controls, is controlled by or is under common control with Licensee. (b) Licensor shall not be unreasonably withheld if Lessee has been provided with reasonable proof that have the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable right to the System and providing services comparable to those contemplated by freely assign this Agreement and (y) has any or all of the financial capability Equipment Schedules. In order to maintain facilitate the System financing of the Equipment, Licensor may enter into agreements with one or more parties pursuant to which, inter alia, Licensor may assign its right, title and provide the services contemplated by interest in this Agreement to such parties (referred to herein individually as a "FINANCING PARTY" and collectively, as "FINANCING PARTIES"). Licensee irrevocably consents to the transfer and assignment of Licensor's right, title and interest in the manner required by this Agreement. This Agreement shall be binding on to any and inure to all Financing Parties and hereby acknowledges and agrees for the benefit of each such Financing Party that upon receipt by Licensor of written notice from a Financing Party that an event of default has occurred and is continuing under any financing arrangements between such Financing Party and Licensor with respect to the successors Equipment (such documents referred to herein as the "FINANCING DOCUMENTS"), and permitted assigneesa statement to the effect that such Financing Party has elected to exercise its remedies pursuant to the Financing Documents and this Agreement as a consequence of such default, the Financing Party shall have the rights of Licensor hereunder, and Licensee shall deal exclusively and directly with the Financing Party or its designee(s) or assignee(s), as the case may be, and not Licensor.