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 Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’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 Xxxxxx’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 Xxxxxx (conditioned; provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’s obligations hereunder Xxxxx 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 Xxxxxx’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 Xxxxx 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. Xxxxx shall have the right to the benefit require Tectonic to disclose to Xxxxx all terms and conditions of the successors and permitted assigneesany proposed transfer or assignment by Tectonic.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL(a) Except as otherwise provided herein, 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 Lessee shall not be assigned in whole assign or in part by either Party sublet this Lease without the prior written consent of the other PartyLessor and sureties (as found in 25 CFR 162), which consent and approval of the Secretary of the Interior. If this Lease and/or any improvements on the Leased Premises are mortgaged or pledged as security for a loan, Lessee shall not assign or sublet this Lease without the written approval of the lender and the respective Federal Agency. Lessee may assign the Lease and deliver possession of the Leased Premises, including any improvements thereon, to the lender or its successors, or Federal Agency guaranteeing or insuring the loan, if Lessee default(s) in any mortgage or other loan agreement for which the Lease and/or improvements on the Leased Premises are pledged as security, and, in such event, the lender or its successors in interest may transfer this Lease or possession of the Leased Premises to a successor Lessee; provided, however, that the Lease may only be unreasonably withheld transferred to another member of the Tribe or delayedtribal entity. Notwithstanding Nothing in this Lease shall prevent the foregoingLessee, with the approval of the Secretary of the Interior and the Secretary of HUD (for Section 248 insured loans), from executing and recording a mortgage, declaration of trust and/or other security instrument as may be necessary to obtain financing for the purchase of a dwelling, refinancing of an existing mortgage, construction and/or improvement of a dwelling and related structures, or shall prevent the mortgagee or other lender from foreclosing or instituting other appropriate proceedings under law in the event of default of any mortgage or other loan agreement by the Lessee, or assigns. Except in cases involving loans for home construction or home improvement by a bank, recognized lending institution, or a lending agency of the United States Government, where no such consent or approval of Lessor mayshall be required, Lessee may not execute a mortgage, declaration of trust or other security instrument pledging their interest in this Lease or any improvements on the Leased Premises without the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement Lessor 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 approval of the assets of Xxxxxx (provided that Lessor Secretary. Notwithstanding the provisions contained above, the following additional requirements shall be released from liability hereunder as applicable to a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’s obligations hereunder Lease, which secures a mortgage insured, guaranteed or held 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 Xxxxxx’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.a Federal Agency:

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 Tenant may not be assigned in whole assign this Lease or in part by either Party sublet all or a portion of the Premises without the prior written consent of Sublandlord in the other Partyfollowing instances: (i) the assignment or sublease is to an affiliate or subsidiary of Tenant; (ii) the assignment or sublease occurs jointly and concurrently with or to the same assignee or affiliate of the assignee under or in connection with that certain Master License Agreement dated as of the Commencement Date, to which Tenant and Sublandlord are parties (the “Master License Agreement”), and such assignee or sublessee expressly agrees in writing to assume all of the obligations of Tenant hereunder; or (iii) Tenant has obtained the consent of Landlord to a sublease of all or a portion of the Premises. Notwithstanding that Sublandlord’s consent is not required for transfers pursuant to clauses (i)-(iii) above, each such assignment or sublease shall only be made upon the obtaining of the prior written consent of Landlord as required in connection with the Master Lease (and Sublandlord agrees to cooperate to obtain such consents, if required, from Landlord). Except as provided in the foregoing sentence, Tenant shall not, and shall not have the right to, assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Lease or any of its rights or obligations under this Lease without the prior written consent of Sublandlord, which consent shall not be unreasonably conditioned, 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 Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’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 Xxxxxx’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 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 (a) Tenant shall not be assigned in whole or in sublet any part by either Party without the prior written consent of the other PartyPremises, which consent shall not be unreasonably withheld nor assign, pledge or delayed. Notwithstanding the foregoing, Lessor mayencumber this Lease or any interest herein, without the prior written consent of LesseeLandlord, which consent may not be unreasonably withheld, conditioned or delayed by Landlord (i) assignany of the foregoing, mortgagea “Transfer”). Landlord shall be entitled to deny consent to a Transfer if, pledge by way of illustration but not limitation, the financial statements of the proposed assignee or otherwise collaterally assign its interests sublessee are not reasonably satisfactory, if the proposed use of the Premises by the subtenant or assignee is not reasonably satisfactory, if the proposed use of the Premises by the subtenant or assignee is not in this Agreement and compliance with Legal Requirements or documents recorded against the System Property, or if the proposed use is not reasonably compatible with other uses in the Building or violates an exclusive granted to another tenant in the Building or violates any Financing Partyexclusive granted to another tenant in the Building. In no event shall Landlord be deemed to be unreasonable for declining to consent to a Transfer to a transferee, assignee or sublessee lacking financial qualifications (ii) unless Tenant remains liable under a sublease), or of poor reputation, or seeking a change in the Permitted Use, or jeopardizing directly or indirectly assign the status of Landlord or any of Landlord’s affiliates as a Real Estate Investment Trust under the Internal Revenue Code of 1986 (as the same may be amended from time to time, the “Revenue Code”). Notwithstanding anything contained in this Agreement and Lease to the System contrary, (w) no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of such occupant, assignee, manager or other transferee; (x) Tenant shall not furnish or render any services to an affiliate occupant, assignee, manager or subsidiary other transferee with respect to whom transfer consideration is required to be paid, or manage or operate the Premises or any capital additions so transferred, with respect to which transfer consideration is being paid; (y) Tenant shall not consummate a Transfer with any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of Lessorthe Revenue Code); and (z) Tenant shall not consummate a Transfer with any person or in any manner that could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease, (iii) assign this Agreement and the System to any entity through which Lessor is obtaining financing license or capital other arrangement for the System and (iv) assign this Agreement and the System right to use, occupy or possess any person succeeding to all or substantially all portion of the assets Premises to fail to qualify as “rents from real property” within the meaning of Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any Section 856(d) of the foregoing permitted assignments Revenue Code, or any similar or successor provision thereto or which could cause any other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code. Consent by Landlord to one Transfer shall not destroy or waive this provision, and all later Transfers shall likewise be made only upon assumption prior written consent of Xxxxxx’s obligations hereunder by the assignee)Landlord. In the event a Transfer is consented to by Landlord, any sublessees or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder without relieving or in any way modifying Tenant’s liability hereunder, but rather Tenant and its transferee shall be jointly and severally liable therefor. In the event Landlord gives its consent to any such assignment or sublease, fifty percent (50%) of any Profits (as hereinafter defined) relating to such assignment, the Lessor sublease or assignment for such space shall be released due and payable, and shall be paid, to Landlord. The “Profits” resulting from the sublease or assignment shall be the rent or other cost paid by the assignee or subtenant for all its liabilities or any portion of the Premises over and other obligations under this Agreementabove the Rent payable by Tenant, but less Tenant’s cost incurred including, but not limited to, legal review, commissions, architectural plans, advertising, legal fees, and fees paid to Landlord for such sublease or assignment. HoweverIn the event a Transfer is made as herein provided, any assignment Tenant shall pay Landlord a charge equal to the actual costs reasonably incurred by Landlord for all of Lessorthe necessary legal and accounting services required to accomplish such Transfer, as the case may be, and all such costs shall be documented and provided to Tenant to prove the incurrence thereof. In no event shall such amount exceed Two Thousand Dollars ($2,000.00). Any Transfer made without Landlord’s right and/or obligations under this Agreement, consent shall not result in any change to Xxxxxx’s rights be void ab initio and obligations under this Agreementof no force or effect. Lessee’s LesseeLandlord’s consent to any other assignment Transfer hereunder shall not be unreasonably withheld if Lessee has been provided with reasonable proof waive Landlord’s rights as to any subsequent Transfer. For the purposes of determining whether Landlord acted reasonably in granting or withholding its consent or approval to any Transfer to the extent required hereunder, Tenant acknowledges and agrees that Landlord may refuse to give such consent or approval if, and to the proposed assignee extent that, Ground Lessor or the Mortgagee (xas defined herein) has comparable experience in operating and maintaining photovoltaic solar systems comparable refused to the System and providing services comparable provide any required consent or approval with respect 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 assigneessuch Transfer.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL(a) Except as otherwise provided herein, 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 Lessee shall not be assigned in whole assign or in part by either Party sublet this Lease without the prior written consent of the other PartyLessor and sureties (as found in 25 CFR 162 ), which consent and approval of the Secretary of the Interior. If this Lease and/or any improvements on the Leased Premises are mortgaged or pledged as security for a loan, Lessee shall not assign or sublet this Lease without the written approval of the lender and the respective Federal Agency. Lessee may assign the Lease and deliver possession of the Leased Premises, including any improvements thereon, to the lender or its successors, or Federal Agency guaranteeing or insuring the loan, if Lessee default(s) in any mortgage or other loan agreement for which the Lease and/or improvements on the Leased Premises are pledged as security, and, in such event, the lender or its successors in interest may transfer this Lease or possession of the Leased Premises to a successor Lessee; provided, however, that the Lease may only be unreasonably withheld transferred to another member of the Tribe or delayedtribal entity. Notwithstanding Nothing in this Lease shall prevent the foregoingLessee, with the approval of the Secretary of the Interior and the Secretary of HUD (for Section 248 insured loans), from executing and recording a mortgage, declaration of trust and/or other security instrument as may be necessary to obtain financing for the purchase of a dwelling, refinancing of an existing mortgage, construction and/or improvement of a dwelling and related structures, or shall prevent the mortgagee or other lender from foreclosing or instituting other appropriate proceedings under law in the event of default of any mortgage or other loan agreement by the Lessee, or assigns. Except in cases involving loans for home construction or home improvement by a bank, recognized lending institution, or a lending agency of the United States Government, where no such consent or approval of Lessor mayshall be required, Lessee may not execute a mortgage, declaration of trust or other security instrument pledging their interest in this Lease or any improvements on the Leased Premises without the prior written consent of Lessee, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement Lessor 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 approval of the assets of Xxxxxx (provided that Lessor Secretary. Notwithstanding the provisions contained above, the following additional requirements shall be released from liability hereunder as applicable to a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’s obligations hereunder Lease which secures a mortgage insured, guaranteed or held 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 Xxxxxx’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.a Federal Agency:

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL(a) Without prior written consent of Lessor, 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 which will not be assigned unreasonable withheld, Lessee shall not (1) assign, transfer, pledge, or hypothecate this Lease, sublet the Property, or any part thereof, or any interest therein; or (2) sublet the Property, or any part thereof, or permit the Property to be used for any purpose not permitted by this Lease; (b) Lessor may assign this Lease, and any assignee of Lessor may assign the same provided, such assignment shall in no way encumber Lessee with any additional obligations other than those set forth in these Terms and Conditions or limit any rights provided Lessee hereunder including its right to peaceful possession and use of the Property, nor shall Lessee be required to execute any additional documents except a UCC-financing statement to perfect such assignees’ or new owners’ security interest in the Property. All rights of Lessor hereunder may be assigned, pledged, transferred, or otherwise disposed of, in whole or in part part, upon providing Lessee with prompt written notice thereof; (c) If Lessor assigns this Lease, or if it is reassigned by either Party without any assignee, Xxxxxx’s duty to make payments hereunder will by fully discharged by directing such payments to the prior last assignee of which it has been given written consent notice at the address to be included in said notice, and Lessor hereby agrees to indemnify Lessee against any claims which may arise, over and above those obligations undertaken by Lessee in this Lease because of the other Party, which consent shall not be unreasonably withheld failure of Lessor to promptly 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 Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’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, properly accomplish any assignment (or sub-assignment) of Lessor’s right and/or obligations under this Agreementits rights hereunder, shall not result in any change or to Xxxxxx’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment shall not be unreasonably withheld if promptly or properly notify 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 assigneesthereof.

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 13.1 The prior written consent of the other PartyCounty shall be required for any sale, which consent shall assignment or sublease of this Agreement and of the leasehold estate hereby created or any portion thereof, provided that Lessee may sublease all of its rights hereunder to a related or affiliated entity (the “Affiliated Sublessee”) pursuant to a sublease, approved by the County prior to execution, that incorporates all of the terms of this Agreement. Consent to sale, assignment, sublease, or further sublease or assignment by the Affiliated Sublessee may not be unreasonably withheld or delayed. Notwithstanding and may only be withheld by the foregoing, Lessor may, without County in the prior written consent of Lessee, event (ia) assign, mortgage, pledge or otherwise collaterally assign its interests Lessee is 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 Xxxxxx (provided that Lessor shall be released from liability hereunder as a result default of any of the foregoing permitted assignments only upon assumption terms or conditions of this Agreement, (b) the transferee or assignee does not deliver to the County its written agreement to be bound by all of the provisions of this Agreement in a form satisfactory to the County, in its reasonable discretion (c) the transferee or assignee does not submit proof of insurance as required at Sections 8 and 9, (d) if applicable, the transferee or assignee does not qualify as a successor to Lessee under the Condominium Declaration that Lessee may execute and cause to be recorded within Xxxxxx’s obligations hereunder discretion pursuant to Article 31or (e) the transferee or assignee does not comply with the Airport PMCDs and County policies. Consent shall not otherwise be unreasonably withheld. Upon the granting of written consent by the assignee). In the event of any such County and actual transfer or assignment, the Lessor Lessee shall be released by the County 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 Xxxxxx’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 Other than in the manner required by this Agreement. This Agreement set forth in Article 31, Lessee shall be binding on and inure to the benefit not subdivide or fractionalize either its ownership of the successors and permitted assigneesImprovements or leasehold interest in the Leased Premises.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLLicensee 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 Xxxxxx whatever type, (v) to Licensee’s existing lenders or any other lenders(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 Xxxxxx’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 Xxxxxx’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. 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.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL(a) The Lessee shall not assign, TRANSFERsell, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFconvey, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTtransfer, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORmortgage, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This or pledge this Agreement may not be assigned in whole or in any part by either Party thereof, or any rights created thereby or the letting, or any part thereof, without the prior written consent of the other Party, which consent Port Authority. (b) The Lessee shall not be unreasonably withheld sublet the premises, or delayed. Notwithstanding the foregoing, Lessor mayany part thereof, without the prior written consent of the Port Authority. (c) If the Lessee assigns, sells conveys, transfers mortgages, pledges or sublets in violation of paragraphs (a) or (b) of this Section or if the premises are occupied by anybody other than the Lessee, (i) assignthe Port Authority may collect rent from any assignee, mortgage, pledge sublessee or otherwise collaterally assign its interests in anyone who claims a right to this Agreement or letting or who occupies the premises, and shall apply the System net amount collected to any Financing Party, the basic rental herein reserved; and no such collection shall be deemed a waiver by the Port Authority of the covenants contained in paragraphs (iia) 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 (ivb) assign of this Agreement and the System to any person succeeding to all Section or substantially all of the assets of Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’s obligations hereunder an acceptance by the assignee). In the event Port Authority of any such assignmentassignee, sublessee, claimant or occupant as Lessee, nor a release of the Lessor shall be released Lessee by the Port Authority from all its liabilities and other obligations under this Agreementthe further performance by the Lessee of the covenants contained herein. However, The granting of consent by the Port Authority to any assignment of Lessor’s right and/or obligations under this Agreement, or subletting shall not result in any change be deemed to Xxxxxx’s rights and obligations under this Agreement. Lessee’s Lessee’s operate as a waiver of the requirement for obtaining the express prior written consent of the Port Authority to any other or subsequent assignment or subletting. (d) The Lessee shall not be unreasonably withheld if Lessee has been provided with reasonable proof that use, or permit any person to use, the proposed assignee (x) has comparable experience premises or any portion thereof, except for the purposes set forth in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by Section of this Agreement and (y) has entitled "Rights of User 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 assigneesLessee." SECTION 20.

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 and any SLA may not be sold, assigned or transferred, in whole or in part part, by either Party Licensee without the prior written approval or consent of the other PartyLicensor, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding the foregoing, Lessor Licensee may, upon sixty (60) days written notice to Licensor, assign its entire interest in this Agreement to its parent company, or to any wholly owned subsidiary, or to an affiliate, or to any successor-in-interest acquiring fifty-one percent (51%) or more of Licensee's stock or assets. It is understood that any such assignment shall not relieve Licensee of its obligations for performance of this Agreement. Licensee represents and warrants that Licensee is authorized to operate its system under its agreements and FCC rules, regulations and policies applicable to the Equipment installed at a Facility pursuant to this Agreement. This Agreement, the SLA, and the use of Facilities under any SLA may not be otherwise sold, assigned, shared or transferred, in whole or in part, without the written consent of Licensor, for any purpose, which consent shall not be unreasonably withheld. Licensee shall not sublease or license its interest in this Agreement or any SLA, either directly or through subsidiaries and affiliated entities. Licensee specifically covenants to not, at any Facility, install any combiner or other multiple frequency antenna device or more than one (1) transmission line to any antenna without Licensor's prior written consent of Lesseeto each and every one. Notwithstanding any contrary provision, (i) assignLicensee may, mortgageupon written notice to Licensor, pledge mortgage or otherwise collaterally assign its interests grant a security interest in this Agreement Licensee's interest 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 Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’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 rights under this Agreement, shall not result in any change to Xxxxxx’s rights SLA and obligations under the Equipment and may assign this Agreement, any SLA and the Equipment to any such mortgagees or holders of security interests, including their successors or assigns (hereinafter collectively referred to as "Licensee Mortgagee"); provided that such Licensee Mortgagee agrees to be bound by the terms and conditions of this Agreement and any SLA so assigned. Lessee’s Lessee’s In such event, Licensor shall execute such consent to financing as may be reasonably required by any other assignment Licensee Mortgagee. Licensor agrees to give such Licensee Mortgagee the same right to cure any default as Licensee, except that such cure period for such Licensee Mortgagee shall not be unreasonably withheld if Lessee has been provided with reasonable proof that the proposed assignee less than ten (x10) 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 days after receipt of the successors and permitted assigneesdefault notice from Licensor.

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 The Tenant shall not be assigned in assign this Lease or sublet the whole or in any part by either Party without the prior written consent of the other PartyLeased Premises unless (1) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with, and the acceptance of which would not breach any provision of this Lease if this Article is complied with and which the Tenant has determined to accept subject to this Article being complied with, and (2) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for such consent shall be in writing and accompanied by a true copy of such offer and the Tenant shall furnish to the Landlord all information reasonably requested by the Landlord as to the responsibility, reputation, financial standing and business of the proposed assignee or subtenant, and shall pay the costs the Landlord reasonably incurs on the request. Within ten (10) days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder (and if no such information has been requested, within fifteen (15) days after receipt of such request for consent) the Landlord shall have the right upon written notice to the Tenant, if the request is to assign this Lease or sublet the whole of the Premises, to cancel and terminate this lease or if the request is to sublet a part of the Premises only, to cancel and terminate this Lease with respect to such part, in each case as of a termination date to be stipulated in the notice of termination which shall be not less than sixty (60) days or more than ninety (90) days following the giving of such notice and in such event the Tenant shall surrender the whole or part as the case may be of the Premises in accordance with such notice and rent shall be apportioned and paid to the date of surrender and, if a part only of the Leased Premises is surrendered, rent payable under Clause 2 shall thereafter xxxxx proportionately. If the Landlord shall not exercise the foregoing right of termination, then the Landlord's consent to the Tenant's request for consent to assign or sublet shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lessor may, without the prior written and if such 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 Xxxxxx (provided that Lessor shall be released from liability hereunder given the Tenant shall assign or sublet, as a result of any of the foregoing permitted assignments case may be, only upon assumption of Xxxxxx’s obligations hereunder by the assignee). In Terms set out 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 Xxxxxx’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 offer submitted to the System Landlord as aforesaid 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 assigneesnot otherwise.

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 (a) Neither party may transfer an interest in this Agreement may not be assigned in whole or in part by either Party the Doyon Property or any interest that is acquired hereunder or is subject hereto without first obtaining the prior express written consent of the other Partynon-transferring party; provided, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoinghowever, Lessor that either party may, without subject to the prior written remaining terms and conditions of this Section 16, transfer all of its interest to an Affiliate. The 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 Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’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 Xxxxxx’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment non-transferring party 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) Transferee has the financial capability and mining exploration experience in Alaska which justifies a reasonable expectation that such Transferee will be able to maintain fulfill the System obligations of the other party under this Agreement and the Mining Lease if the Option is exercised as to any Designated Area. The transferring party shall obtain and provide to the services contemplated non-transferring party the proposed transferee's written agreement to assume and perform all obligations of the transferring party under this Agreement, including but not limited to the transfer restrictions in this Section 16. Any attempted transfer of an interest by any party in violation of the terms and provisions of this Section 16 shall be void ab initio and of no force and effect. North Star shall not mortgage, pledge, or otherwise encumber its interest in this Agreement or in the manner required Doyon Property or any interest that is acquired hereunder xx xs subject hereto without specific reference to the fact that such mortgage, pledge, security interest, or other instrument shall be subject to all terms and provisions of this Agreement including specifically without limitation, Doyon's Royalty and Working Interest election rights under Section 13.2 and the contracting and hiring preferences set forth in Section 7. Doyon shall have the right to require North Star to disclxxx xo Doyon all terms and conditions of any proposed transfer ox xxxignment by North Star. The transferring party shall remain jointly and severally liable with the transferee for all obligations and liabilities accrued or incurred under the terms of this Agreement prior to the effective date of the relevant transfer. As used in this Section 16, the term "transfer" shall be broadly construed to mean the alienation of any interest whether by sale, exchange, gift, bequest or any other means, including the sale of stock, membership interest, partnership interest or other change in control in the entity holding any such interest, except that the term "transfer" shall not include Sale or Distribution to the Public. Any consent granted by and rights accruing to Doyon pursuant to this Section shall not affect the other xxxxgations of North Star under this Agreement. This Notwithstanding anything previously stated in this Section 16(a) to the contrary, (i) North Star recognizes Doyon's legitimate concern that if North Star should transfer an interest in this Agreement or the Doyon Property and as part of that transaction reserve or xxxxte a Reserved Interest the effect of that Reserved Interest may lessen the probability that the transferred, assigned or sublet interest would be developed into a mine and for that reason and other good and valuable reasons North Star agrees that it shall be binding on prohibited from transferring an interest in this Agreement or the Doyon Property in a manner which shall reserve to or create xx it or an Affiliate a Reserved Interest and inure (ii) accordingly, if the terms or conditions of any proposed transfer, assignment or sublease by North Star provide for the reservation to North Star or an Affiliate of North Star or the benefit granting to North Star, an Affiliate of North Star or to any other party of a Reserved Interest, the successors and permitted assigneesparties agree that any withholding by Doyon of its consent to such proposed transfer, assignmenx xx sublease shall be deemed conclusively to be reasonable.

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 Xxxxxx (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 Xxxxxx’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 Xxxxxx’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. (a) LESSEE SHALL NOT SELL, TRANSFER, ASSIGN OR ENCUMBER THE SYSTEM IN ANY WAY DISPOSE OF ALL OR ANY PART THEREOF, LESSOR'S TITLE OF ITS RIGHTS OR LESSEE'S RIGHTS OBLIGATIONS UNDER THIS AGREEMENT. LESSEE SHALL NOT, LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLET OR PART WITH POSSESSION . ANY ATTEMPTED ASSIGNMENT BY LESSEE WITHOUT SUCH CONSENT SHALL BE NULL AND VOID AND SHALL BE AN EVENT OF THE SYSTEM OR ANY PART THEREOFDEFAULT UNDER THIS LEASE. This Agreement may not be assigned in whole or in part by either Party without (b) Lessor shall have the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lessor mayright, without the prior written consent of notice to Lessee, (i) assignto assign or create a security interest in this Lease, mortgage, pledge or otherwise collaterally assign any of its rights or interests in this Agreement and Lease, or in the System Equipment. If Lessee is given notice of such assignment or security interest, Lessee shall acknowledge such assignment or security interest in writing upon terms satisfactory to Lessor. Upon written notice to Lessee from Lessor of any Financing Partyassignment or of any security interest created by Lessor hereunder, (ii) Lessee shall pay rentals directly or indirectly assign this Agreement and the System to an affiliate or subsidiary such assignee if directed by Lessor to do so. Any assignee 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 shall have all of the assets rights, but none of Xxxxxx (provided the obligations, of Lessor under this Lease and Lessee agrees that it will not assert against any assignee of Lessor any defense, counterclaim or offset that Lessee may have against Lessor. Lessee acknowledges that any assignment or transfer by Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’s obligations hereunder by the assignee). In the event of any such assignment, the Lessor shall be released from all its liabilities and other not materially change Lessee's duties or obligations under this Agreement. However, any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change to Xxxxxx’s rights and obligations under this Agreement. Lease nor materially increase the burdens or risks imposed on 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 SELLIn no event shall this Sublease or the term ----------------------- and estate granted hereby be assigned, TRANSFERmortgaged, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFpledged, 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 encumbered or in part otherwise transferred by either Party Sublessee without the prior written consent of the other PartySublessor, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding the foregoing, Lessor mayprovided, without the prior written consent of Lesseethat: in Sublessor's reasonable judgment, (i) assign, mortgage, pledge the proposed --------- ----- assignee or otherwise collaterally assign its interests in this Agreement and the System to any Financing Partysubtenant shall be a reputable person or entity of good character, (ii) directly the prospective occupancy of the proposed assignee or indirectly assign subtenant shall be limited to the use of the Subleased Premises specifically permitted by this Agreement Sublease 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 proposed assignee 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 Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’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 Xxxxxx’s rights and obligations under this Agreement. Lessee’s Lessee’s consent to any other assignment subtenant shall not be unreasonably withheld if Lessee has been provided with reasonable proof that a competitor of Sublessor, i.e., the proposed assignee (x) has comparable experience or subtenant shall not be engaged in operating the business of wholesale telecommunications services, including without limitation internet telephony. Notwithstanding any assignment or transfer of this Sublease, and maintaining photovoltaic solar systems comparable notwithstanding the acceptance of rent by Sublessor from an assignee, transferee, or any other party, Sublessee shall remain fully liable for the payment of rent and for the performance and observance of all other obligations of this lease on the part of Sublessee to be performed or observed. Notwithstanding anything to the System contrary in this Sublease, Sublessor's consent shall not be required for the following transfers, although Sublessee shall comply with any and providing services comparable to those contemplated by this Agreement all requirements arising under the Lease, including without limitation, notifying the Landlord and (y) has obtaining 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.Landlord's consent:

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLExcept as expressly provided otherwise in this Article VII, TRANSFERTenant shall not, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFwhether for its own account or otherwise, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTassign this Lease or sublet or grant concessions or licenses or other rights for the occupancy or the use of all or any part of the Premises (each, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORa “Transfer”), 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 Landlord’s prior written consent of the other Partyto such Transfer, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. Notwithstanding Subject to the foregoingprovisions of Sections 7.2 and 7.3 below, Lessor may, without the prior written consent any transfer 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 Xxxxxx Tenant or 50% or more of the stock or other direct or indirect ownership interests in Tenant (provided that Lessor whether in one or a series of transactions), any merger of Tenant into another entity or of another entity into Tenant, or any transfer occurring by operation of law shall be released from liability deemed to constitute a Transfer by Tenant of its interest hereunder for the purposes hereof. Each such Transfer shall expressly be made subject to the provisions hereof. Subject to the provisions of Section 7.4 below, no such Transfer shall modify or limit any right or power of Landlord hereunder or affect, reduce, or relieve Tenant of any duty or obligation of Tenant hereunder, and all such duties and obligations shall be those of Tenant and shall continue in full effect as obligations of Tenant as a result principal and not of a guarantor or surety, as though no subletting or assignment had been made, such liability of the Tenant named herein to continue notwithstanding any Transfer and subsequent modifications or amendments of this Lease after such Transfer. Any Transfer by Tenant without Landlord’s prior written consent, except as otherwise expressly permitted by this Lease (including, without limitation, as permitted pursuant to Section 7.2 or 7.3 below), shall be null and void, ab initio, shall constitute bad faith, and shall constitute an immediate Event of Default hereunder. Tenant shall, within 20 days after the execution of any of the foregoing permitted assignments only upon assumption of Xxxxxx’s obligations hereunder by the assignee). In the event of any such assignment, the Lessor shall be released from all its liabilities and sublease, or other obligations under this Agreement. HoweverTransfer document, any assignment of Lessor’s right and/or obligations under this Agreement, shall not result in any change deliver a conformed copy thereof to Xxxxxx’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 assigneesLandlord.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLTenant shall be permitted, TRANSFERwith prior notice to Landlord, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFto assign the Lease or sublease all or any portion of the Premises to any of Tenant’s affiliates. Affiliates shall include an entity which: (i) controls, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENTis controlled by or is under common control with Tenant; (ii) exists as the result of a merger or consolidation of Tenant at the direction of Tenant’s parent/controlling entity; (iii) acquires any pre-existing business being conducted on the Premises; (iv) has entered into a management contract with Tenant; or (v) has at least a ten percent (10%) ownership interest in Tenant. 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 With prior written consent notice, Tenant may sublet or assign to the Parent, an Affiliate, a Subsidiary, or Successor of Tenant without Landlord’s consent. Tenant shall not assign the Lease or sublease any portion of the other PartyPremises to a third party that is not a Tenant affiliate without Landlord’s written consent in each instance, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. Notwithstanding the foregoing, Lessor may, without the prior written consent of Lessee, provided Landlord is satisfied that (i) assignthe sublessee or assignee shall have the financial wherewithal to perform all obligations under the Lease, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System proposed sublease or assignment shall not materially affect Landlord’s ability to any Financing Party, receive all rent due and remaining hereunder; (ii) directly the sublessee or indirectly assign this Agreement assignee shall use the Premises in accordance with the Permitted Use, and shall comply with all applicable laws, rules, ordinances and regulations related to its use of the System to an affiliate or subsidiary of Lessor, Premises; (iii) assign this Agreement and the System to sublessee or assignee shall not cause a nuisance or disturbance on the Premises or otherwise interfere with the operations of any entity through which Lessor is obtaining financing other tenant or capital for the System and (iv) assign this Agreement and the System to any person succeeding to all or substantially all occupant of the assets of Xxxxxx Building. Tenant shall reimburse Landlord for all reasonable attorneys’ fees and costs incurred by Landlord in connection with any assignment or sublease, up to one thousand five hundred dollars (provided that Lessor $1,500.00) per assignment or sublease. Whether permitted or rejected by Landlord, Tenant and any guarantor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’s obligations hereunder by the assignee). In the event of any such assignment, the Lessor shall be released from remain fully liable for all its liabilities and other obligations under this AgreementLease following any such transfer. HoweverLandlord and Tenant shall share equally in any profit over and above Tenant’s out-of-pocket expenses (including free rent, tenant improvements, and commission) associated directly with any assignment of Lessor’s right and/or obligations under permitted in this Agreement, shall not result in any change to Xxxxxx’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 assigneesSection 16.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL(a) The Lessee may, TRANSFERat any time, 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 sublease the Building or in part by either Party any portion thereof or assign this Lease without the prior written consent of the other PartyLessor; provided, which consent shall not be unreasonably withheld however, that (i) in the event of any such subletting or delayed. Notwithstanding assignment, the foregoingLessee and the Guarantor (hereinafter defined) shall, except as otherwise hereinafter expressly provided, both continue to remain liable to Lessor may, without for all sums due hereunder and for the prior written consent performance of all covenants and duties 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 Lessee must prove, to an affiliate or subsidiary the reasonable satisfaction of the Lessor, (iii) assign this Agreement and that the System business of such proposed assignee or sublessee poses no greater fire, casualty risk, or potential for environmental contamination to any entity through which Lessor is obtaining financing or capital for the System and (iv) assign this Agreement and Building than did the System to any person succeeding to all or substantially all business of the assets of Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’s obligations hereunder by the assignee)Lessee. In the event of any sublease or assignment by the Lessee under this Paragraph 23, the Lessee shall be responsible, at its sole cost and expense, for performing all of the leasehold improvements and tenant fit-out requirements (i.e., the construction of any demising walls and so forth) required to comply with all building codes and other governmental approvals with respect to any such sublease or assignment. Anything contained in this Lease to the contrary notwithstanding, if the Lessee elects to assign this Lease to an assignee which is a company designated to be in the top 50 of the "Fortune 500" companies, as of the effective date of any such proposed assignment, then, and in such event, upon such assignment to a top 50 "Fortune 500" company and upon such company's assumption or guaranty of all of the Lessor shall be released from all its liabilities and other Lessee's obligations under this Agreement. HoweverLease in a manner which is reasonably acceptable to the Lessor, any assignment the Lessee and the Guarantor shall be relieved of Lessor’s right and/or obligations all further liability under this Agreement, shall not result in any change to Xxxxxx’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 assigneesLease.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELL, TRANSFER, ASSIGN ASSIGN, CONVEY, PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER THE SYSTEM ITS OR ANY PART THEREOF, LESSOR'S TITLE INTEREST IN AND TO THE LEASE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTTHE AIRCRAFT, AND ANY SUCH SALE, TRANSFER, ASSIGNMENT, CONVEYANCE, PLEDGE, MORTGAGE OR ENCUMBRANCE, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORLESSOR SHALL BE NULL AND VOID. IN ADDITION, SUBLET LESSEE SHALL NOT ENTER INTO ANY INTERCHANGE AGREEMENT AFFECTING THE AIRCRAFT OR PART WITH RELINQUISH POSSESSION OF THE SYSTEM AIRFRAME OR ANY ENGINE OR INSTALL ANY ENGINE OR PART, OR PERMIT ANY ENGINE OR PART THEREOFTO BE INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME LEASED HEREUNDER EXCEPT AS EXPRESSLY SET FORTH HEREIN. This Agreement may In addition, the foregoing shall be not be assigned in whole or in part by either Party without deemed to prohibit the prior written consent delivery of possession of the other PartyAircraft, which consent any Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, alteration or modification. No acceptance, assignment, subletting, relinquishment or installation shall not be unreasonably withheld or delayedin any event relieve Lessee of primary, absolute and unconditional liability for its duties and obligations under this Lease. Notwithstanding the foregoing, Lessor mayhereby acknowledges that the Lessee has or will enter into a management agreement with American Air Network, Inc. ("CHARTER Operator") whereby Charter Operator will charter the aircraft to third parties. Except as expressly set forth in the preceding sentence, without the prior written consent of Lessor, Lessee shall not operate or permit the Aircraft to be operated under Part 135 of the Federal Aviation Regulations. Lessor, may at any time, with or without notice to Lessee, (i) assign, mortgage, pledge grant a security interest in or otherwise collaterally transfer, sell or assign all or any part of its interests interest in this Agreement Lease or the Aircraft or any Rent or other sums due or to become due hereunder and the System to any Financing Party, (ii) directly or indirectly assign Lessee shall perform all of its obligations under 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 Lease for the System and benefit of such creditor, secured party, transferee or assignee (ivhereinafter an "ASSIGNEE") assign this Agreement and except that the System to any person succeeding to all or substantially all of the assets of Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’s obligations hereunder by the assignee). In the event interest of any such assignment, the Lessor Assignee shall be released from all its liabilities subject to Lessee's rights of use and other obligations under this Agreement. Howeverpossession, any assignment renewal rights, and purchase options, if any, hereunder, so long as no Default or Event of Lessor’s right and/or obligations under this Agreement, shall not result in any change to Xxxxxx’s rights Default has occurred 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 Agreementis continuing hereunder. This Agreement Lease, including all agreements, covenants, representations and warranties, shall be binding on upon and inure to the benefit of of, and may be enforced by (a) Lessor and its successors, assigns, Assignees, agents and servants and (b) Lessee and its successors and, to the successors and extent expressly permitted assigneesby Lessor, assigns.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLLessee shall not, TRANSFERat any time, 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 sublease the Leased Premises nor assign this Lease or any interest of Lessee in whole or in part by either Party the Leased Premises without the prior written consent of the other PartyLessor, which consent shall not be unreasonably withheld withheld, conditioned 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 Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Xxxxxx’s obligations hereunder by the assignee). In the event of any such assignmentassignment or subletting with the Lessor’s prior written consent, the Lessee and all guarantors, if any, of this Lease shall continue to remain liable to Lessor shall be released from for all its liabilities sums due hereunder and other obligations under for the performance of all covenants and duties of Lessee. In addition, in order for Lessee to request the Lessor’s approval to any assignment or subletting of the Leased Premises, Lessee must provide evidence to the reasonable satisfaction of Lessor and Lessor’s insurance carrier, that the business of such assignee or subtenant poses no greater fire or casualty risk, or potential for environmental contamination to the Leased Premises than did the business of Lessee. Anything contained in this Agreement. HoweverLease to the contrary notwithstanding, any approval or consent of Lessor with respect to any requested assignment or subletting of Lessor’s right and/or obligations under this Agreement, the Leased Premises by Lessee shall not result in any change be deemed to Xxxxxx’s rights and obligations under this Agreement. Lessee’s Lessee’s be the approval or consent of Lessor with respect to any other or future assignment shall not be unreasonably withheld if or subletting of Lessee has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable respect to the System Leased Premises. Notwithstanding the foregoing, Lessee may without the consent of Lessor and providing services comparable to those contemplated by this Agreement and (y) has provided that Lessee remains liable for 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 performance of the successors and permitted assigneesterms of this Lease, assign this Lease in its entirety, or sublet the Leased Premises, with respect to all or part of the Leased Premises: (i) to an entity resulting from a merger or consolidation with Lessee; or (ii) to any parent, affiliate or subsidiary of Lessee; or (iii) to any entity which controls, is controlled by or is under common control with Lessee.

ASSIGNMENT AND SUBLEASE. LESSEE SHALL NOT SELLThe Lessor shall be permitted to assign any of its right, TRANSFERtitle or interest in, ASSIGN OR ENCUMBER THE SYSTEM OR ANY PART THEREOFto or under this Agreement without the consent of the Lessee if the assignee is (a) a lender or group of lenders providing financing to the Lessor or (b) a purchaser of the Facility. All other assignments of any right, LESSOR'S TITLE OR LESSEE'S RIGHTS UNDER THIS AGREEMENT. LESSEE SHALL NOTtitle or interest in, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLET OR PART WITH POSSESSION OF THE SYSTEM OR ANY PART THEREOF. This to or under this Agreement may not shall be assigned in whole or in part by either Party without made only with the prior written consent of the other PartyLessee, which consent shall not be unreasonably withheld withheld. Except as provided below, the Lessee may not sublease the Facility or delayedany part thereof or assign any of its rights or interest hereunder without the written consent of the Lessor, which consent shall not be unreasonably withheld; provided, however, that any such sublease or assignment by the Lessee (a) shall not release the Lessee from any of its obligations or liabilities of any nature whatsoever arising under this Agreement and the Lender Consent and Agreement; (b) shall be expressly subject to and subordinate to this Agreement; (c) shall be accompanied by an unconditional guarantee of the Lessee's obligations under the Lease issued by a party having financial strength satisfactory to the Lessor; and (d) shall not be permitted if a Default or Event of Default has occurred and is continuing. 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 Lessee shall be permitted to any Financing Party, (ii) directly or indirectly assign this Agreement and without 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 consent of the assets Lessor only in the event the Lessee is being merged into, consolidated with or otherwise combined with other corporations a majority of Xxxxxx (provided that Lessor shall be released from liability hereunder as a result of any whose voting capital stock is owned by the shareholders of the foregoing permitted assignments only upon assumption Lessee on the Effective Date, so long as following such merger, consolidation or combination, the majority of Xxxxxx’s obligations hereunder voting capital stock of the surviving entity is owned by the assignee)shareholders of the Lessee on the Effective Date. 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 Xxxxxx’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 These provisions shall be binding on any subsequent assignee or sublessee of the Lessee's or the Lessor's rights or interest hereunder. The rights and obligations of the Lessor and the Lessee hereunder shall inure to the benefit of of, and be binding upon, the permitted successors and permitted assigneesassigns of the Lessor and the Lessee, respectively.