Common use of Assignment by Provider Clause in Contracts

Assignment by Provider. Pursuant to section 138 of the New York State Finance Law, the Provider shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that, without the prior consent of Purchaser, Provider may (i) assign this Agreement to an Affiliate of Provider; (ii) assign, mortgage, pledge or otherwise collaterally assign this Agreement in connection with any financing of the System (including pursuant to a sale- leaseback transaction), (iii) assign this Agreement to any entity through which Provider is obtaining financing or capital for the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of Provider (provided that Provider shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Provider’s obligations hereunder by the assignee); provided, however, that in each case, any assignee shall agree in writing to be bound by the terms and conditions of this Agreement and so long as the Provider, or the successor by way of merger of Provider, delivers such tax and enforceability assurance as Purchaser may reasonably request. In the event that Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third party beneficiary of this Section 13.1. Any assignment by Provider without any required prior written consent of Purchaser shall not release Provider of its obligations hereunder.

Assignment by Provider. Pursuant to section 138 Provider acknowledges that it was selected by Host in part because of its experience and reputation. Accordingly, except for the provisions in Section 14.3, the identity of the New York State Finance LawProvider as the owner and operator of the System is material to the Host, the and Provider shall not sell, transfer or assign (collectively, an “Assignment”) the this Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayedHost; provided, however, that, without the prior consent of PurchaserHost, Provider may (i) assign this Agreement make an Assignment to an Affiliate of Provider; Provider (provided that such Assignment shall not release Provider from its obligations and liabilities hereunder without the consent of Host, which consent need not be given), (ii) assignmake an Assignment through merger, mortgage, pledge consolidation or otherwise collaterally assign this Agreement in connection with any financing sale of the System (including pursuant to a sale- leaseback transaction), (iii) assign this Agreement to any entity through which Provider is obtaining financing or capital for the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of Provider’s stock or assets including the assets of Provider System (provided that Provider shall be released from liability hereunder as a result of any such assignee meets the qualifications set forth in clauses (x) and (y) of the foregoing permitted assignments only upon assumption next sentence in this Section 14.1), or (iii) sell, transfer, assign or pledge its interest in the System or any monies due under this Agreement to Provider’s Lender (provided that Host will not pay to a third party any monies owed hereunder without the advance written direction of Provider). Host’s consent to any other Assignment shall not be unreasonably withheld or delayed if Host has been provided with reasonable proof that the proposed assignee: (x) has comparable experience and comparable qualifications in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to the Solar Services; and (y) has the financial capability to maintain the System and provide the Solar Services in the manner required by this Agreement and after the Assignment will own the System. A direct assignee from Provider of this Agreement shall assume in writing, in form and content reasonably satisfactory to Host, the due performance of all Provider’s obligations hereunder under this Agreement, including any accrued obligations at the time of the Assignment. Other than to or with a Lender, Provider will not sell or lease the System to any Person unless it also assigns all of its rights and obligations to such Person and such Assignment is permitted by this Section 14.1. A copy of the Assignment Agreement, fully executed and acknowledged by the assignee); provided, however, that in each case, any together with a certified copy of a properly executed entity resolution authorizing such Assignment Agreement by the assignor and assignee shall agree be sent to Host not less than thirty (30) days before the effective date of any Assignment. Assignments or transfers not in writing to compliance with this section will be bound by the terms void and conditions ineffective. No assignment permitted hereunder will relieve a Party of this Agreement and so long as the Provider, or the successor by way of merger of Provider, delivers such tax and enforceability assurance as Purchaser may reasonably request. In the event that Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third party beneficiary of this Section 13.1. Any assignment by Provider without any required prior written consent of Purchaser shall not release Provider of its obligations hereunder, except as explicitly provided for hereunder. In connection with an assignment pursuant to this Section 14.1, Host agrees to execute and upon request of Provider, record with the appropriate municipality any consent, estoppel, memorandum or acknowledgement in form and substance reasonably acceptable to Provider’s Lender; provided that in no case shall Host be required to execute any document or take any action which is inconsistent with its rights and obligations under Applicable Law and this Agreement.

Assignment by Provider. Pursuant to section 138 of the New York State Finance Law, the Provider shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that, without the prior consent of Purchaser, Provider may (i) assign this Agreement to an Affiliate of ProviderProvider (provided that such Assignment, unless made prior to the date that is ninety (90) days after the Commercial Operation Date, shall not release Provider from its obligations hereunder without the consent of Host); and (ii) assign, mortgage, pledge or otherwise collaterally assign this Agreement as collateral security in connection with any financing of the System (including including, without limitation, pursuant to a sale- sale-leaseback transaction), (iii) assign this Agreement to any entity through which Provider is obtaining financing or capital for the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of Provider (provided that Provider shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Provider’s obligations hereunder by the assignee); provided, however, that in each case, any assignee shall agree in writing to be bound by the terms and conditions of this Agreement and so long as the Provider, or the successor by way of merger of Provider, delivers such tax and enforceability assurance as Purchaser may reasonably request. In the event that Provider identifies such secured Financing Party in Schedule 559 of the Special ConditionsExhibit C, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. .E. Any Financing Party shall be an intended third third-party beneficiary of this Section 13.1. Any assignment by Provider without any required prior written consent of Purchaser Provider shall not release Provider Purchaser of its obligations hereunder. Host’s consent to any other Assignment shall not be unreasonably withheld if Host has been provided with reasonable proof that the proposed assignee: (a) has proven experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to the Solar Services; and (b) has the financial capability to maintain the System and provide the Solar Services in the manner required by this Agreement. An assignee from Provider of this Agreement shall assume in writing, in form and content reasonably satisfactory to Host, the due performance of all Provider’s obligations under this Agreement, including any accrued obligations at the time of the Assignment and including the provision of all representations and warranties under this Agreement, including, but not limited to the representations and warranties contained in Section 8.4 and 8.5. A copy of the Assignment agreement, fully executed and acknowledged by the assignee, together with a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing such Assignment agreement shall be sent to Host not less than ten (10) days before the effective date of such Assignment.

Assignment by Provider. Pursuant to section 138 of the New York State Finance Law, the A Provider shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement (including any System Appendixes) or any interest therein, without the prior written consent of PurchaserOff-Taker, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that, without the prior consent of PurchaserOff-Taker, a Provider may (i) assign this Agreement in whole or in part to an Affiliate of Provider; equal or greater creditworthiness (subject to the requirements of the Escrow Agreement), (ii) assign, mortgage, pledge or otherwise collaterally assign this Agreement in whole or in part as collateral security in connection with any financing of the System (including including, without limitation, pursuant to a sale- sale-leaseback transaction), or (iii) assign this Agreement in whole or in part to any entity through which Provider is obtaining financing a party that owns or capital acquires ownership of the System (or, for the Systemavoidance of doubt, and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of Provider (provided that Provider shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Provider’s obligations hereunder by the assignee); provided, however, that in each case, any assignee shall agree in writing to be bound by the terms and conditions of this Agreement and so long as the Provider, or the successor by way of merger of Provider, delivers such tax and enforceability assurance as Purchaser may reasonably requestdevelopment rights thereto. In the event that a Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to PurchaserOff-Taker, then Purchaser Off- Taker shall comply with the provisions set forth in Exhibit B of these General Terms and ConditionsA to this Agreement. Any Financing Party shall be an intended third third-party beneficiary of this Section 13.111.1. Any Without limiting the generality of the foregoing, Off-Taker acknowledges and agrees (A) that Master Provider’s affiliates may develop the System using multiple project entities, each of which would own and operate a portion of the System, and (B) to execute any documentation reasonably requested by a Provider to evidence such project entity’s assumption of a Provider’s rights and obligations under this Agreement corresponding to such portion of the System(s), including, without limitation, any assignment by Provider without any required prior written agreement (including a consent of Purchaser shall not release Provider of its obligations hereunderto collateral assignment), estoppel certificate, amendment to this Agreement, or separate energy credit purchase agreement.

Assignment by Provider. Pursuant to section 138 of the New York State Finance LawExcept as expressly provided herein, the Provider shall not sell, transfer or assign this Agreement or any right, interest or obligation therein (collectively, an “Assignment”) the Agreement or any interest therein), without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayedCustomer; provided, however, that, without the prior consent of Purchaser(but with written notice to) Customer, Provider may (i) assign this Agreement make an Assignment to an Affiliate of Provider, so long as such Affiliate remains obligated hereunder; (ii) assignmake an Assignment through merger, mortgage, pledge consolidation or otherwise collaterally assign this Agreement in connection with any financing sale of the System (including pursuant to a sale- leaseback transaction), (iii) assign this Agreement to any entity through which Provider is obtaining financing or capital for the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of Provider (provided that Provider shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Provider’s obligations stock, interests or assets; (iii) collaterally assign or pledge its interests hereunder by and/or in the Systems or any monies due under this Agreement, with any such assignee)/pledgee having all rights typical of a secured lender; provided(iv) make an Assignment to a capital provider as part of a sale/leaseback financing, however, that in each case, any assignee shall agree so long as Provider or an Affiliate thereof acts as lessee under such financial lease and the financial lessor agrees in writing to be bound by the terms and conditions of this Agreement along with Provider or any Affiliate; and (v) make an Assignment to a project-specific owner of a System to be located on such Property, so long as the ProviderProvider or an Affiliate thereof remain as operator of such System. Otherwise, or the successor by way of merger Provider may make an Assignment of Provider, delivers such tax ’s rights and enforceability assurance as Purchaser may reasonably request. In the event obligations hereunder only upon Customer’s prior consent; provided that Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third party beneficiary of this Section 13.1. Any assignment by Provider without any required prior written consent of Purchaser Customer shall not release Provider unreasonably withhold its consent to an Assignment of its Provider’s rights and obligations hereunder.hereunder if Customer has been provided with reasonable proof that the proposed assignee:

Assignment by Provider. Pursuant to section 138 of the New York State Finance LawExcept as expressly provided herein, the Provider shall not sell, transfer or assign (collectivelythis Agreement or any right, interest or obligation therein(collectively, an “Assignment”) the Agreement or any interest therein), without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayedCustomer; provided, however, that, without the prior consent of Purchaser(but with advance written notice to) Customer, Provider may (i) assign this Agreement make an Assignment to an Affiliate of Provider; (ii) assign, mortgage, pledge or otherwise collaterally assign or pledge its interests hereunder and/or in the System or any monies due under this Agreement in connection Agreement, with any financing such assignee/pledgee having all rights typical of the System (including pursuant to a sale- leaseback transaction), secured lender; (iii) assign this Agreement make an Assignment to any entity through which a capital provider as part of a sale/leaseback financing, so long as Provider is obtaining financing or capital for an Affiliate thereof acts as lessee under such financial lease and the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of Provider (provided that Provider shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Provider’s obligations hereunder by the assignee); provided, however, that in each case, any assignee shall agree financial lessor agrees in writing to be bound by the terms and conditions of this Agreement along with Provider; and (iv) make an Assignment to a project-specific owner of a System to be located on such Property, so long as the ProviderProvider or an Affiliate thereof remain as operator of such System. Otherwise, or the successor by way of merger Provider may make an Assignment of Provider’s rights and obligations hereunder only upon Customer’s prior consent; provided that Customer shall not unreasonably withhold its consent to an Assignment of Provider’s rights and obligations hereunder if Customer 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 (y) has the financial capability to maintain the System and perform hereunder. A direct assignee of Provider’s obligations hereunder shall assume in writing, delivers in form and content reasonably satisfactory to Customer, the due performance of all Provider’s obligations under this Agreement. Customer will provide such tax confirmations, releases and enforceability assurance novations as Purchaser may are reasonably request. In the event that Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third party beneficiary of this Section 13.1. Any assignment requested by Provider without in connection with any required prior written consent of Purchaser shall not release Provider of its obligations hereunder.such assignment.‌

Assignment by Provider. Pursuant to section 138 of Except for the New York State Finance Lawprovisions in Section 14.3, the Provider shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement this Master Agreement, any SPPA, or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that, without the prior consent of Purchaser, Provider may (i) assign this Agreement make an Assignment to an Affiliate of Provider; Provider or a direct or indirect subsidiary of Provider to whom Provider also transfers the System (provided that such Assignment shall not release Provider from its obligations and liabilities hereunder without the consent of Purchaser, which such consent shall not to be unreasonably withheld or delayed), (ii) assignmake an Assignment through merger, mortgage, pledge consolidation or otherwise collaterally assign this Agreement in connection with any financing sale of the System (including pursuant to a sale- leaseback transaction), (iii) assign this Agreement to any entity through which Provider is obtaining financing or capital for the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of Provider’s stock or assets including the assets of Provider System (provided that Provider shall be released from liability hereunder as a result of any such assignee meets the qualifications set forth in clauses (x) and (y) of the foregoing permitted assignments only upon assumption next sentence in this Section 14.1), or (iii) sell, transfer, assign or pledge its interest in the System or any monies due under the Agreement to Provider’s Lender or Financing Party (provided that Purchaser will not pay to a third party any monies owed hereunder without the advance written direction of Provider). Purchaser’s consent to any other Assignment shall not be unreasonably withheld or delayed if Purchaser 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 set forth in the Agreement; and (y) has the financial capability to maintain the System and provide the services in the manner required by the Agreement and after the Assignment will own the System. A direct assignee from Provider of the Agreement shall assume in writing, in form and content reasonably satisfactory to Purchaser, the due performance of all Provider’s obligations hereunder by under the assignee); providedAgreement, however, that in each case, including any assignee shall agree in writing to be bound by accrued obligations at the terms and conditions time of this Agreement and so long as the Provider, or the successor by way of merger of Provider, delivers such tax and enforceability assurance as Purchaser may reasonably request. In the event that Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third party beneficiary of this Section 13.1. Any assignment by Provider without any required prior written consent of Purchaser shall not release Provider of its obligations hereunderAssignment.

Assignment by Provider. Pursuant to section 138 of the New York State Finance Law‌ Except as expressly provided herein, the Provider shall not sell, transfer or assign this Agreement or any right, interest or obligation therein (collectively, an “Assignment”) the Agreement or any interest therein), without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayedCustomer; provided, however, that, without the prior consent of Purchaser(but with notice to) Customer, Provider may (i) assign this Agreement make an Assignment to an Affiliate of Provider; (ii) assignmake an Assignment through merger, mortgage, pledge consolidation or otherwise collaterally assign this Agreement in connection with any financing sale of the System (including pursuant to a sale- leaseback transaction), (iii) assign this Agreement to any entity through which Provider is obtaining financing or capital for the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of Provider’s stock, interests or assets; (iii) collaterally assign or pledge its interests hereunder and/or in the assets Systems or any monies due under this Agreement, as described more fully below in Section 12.04; (iv) make an Assignment to a Financing Party as part of a sale/leaseback financing, lease pass-through or partnership flip; and (v) make an Assignment to a project- specific owner of a System to be located on such Property in accordance with Section 12.05. Otherwise, Provider (may make an Assignment of Provider’s rights and obligations hereunder only upon Customer’s prior consent; provided that Provider Customer shall be released from liability not unreasonably withhold, condition or delay its consent to an Assignment of Provider’s rights and obligations hereunder as a result of any of if Customer has been provided with reasonable proof that the foregoing permitted assignments only upon assumption proposed assignee: (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the Systems; and (y) has the financial capability to maintain the Systems and perform hereunder. A direct assignee of Provider’s obligations hereunder by shall assume in writing, in form and content reasonably satisfactory to Customer, the assignee); provideddue performance of all Provider’s obligations under this Agreement. Customer will provide such confirmations, however, that in each case, any assignee shall agree in writing to be bound by the terms releases and conditions of this Agreement and so long novations as the Provider, or the successor by way of merger of Provider, delivers such tax and enforceability assurance as Purchaser may are reasonably request. In the event that Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third party beneficiary of this Section 13.1. Any assignment requested by Provider without in connection with any required prior written consent of Purchaser shall not release Provider of its obligations hereundersuch assignment.

Assignment by Provider. Pursuant to section 138 of the New York State Finance LawExcept as expressly provided herein, the Provider shall not sell, transfer or assign this Agreement or any right, interest or obligation therein (collectively, an “Assignment”) the Agreement or any interest therein), without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayedCustomer; provided, however, that, without the prior consent of Purchaser(but with advance written notice to) Customer, Provider may (i) assign this Agreement make an Assignment to an Affiliate of Provider; (ii) assign, mortgage, pledge or otherwise collaterally assign or pledge its interests hereunder and/or in the System or any monies due under this Agreement in connection Agreement, with any financing such assignee/pledgee having all rights typical of the System (including pursuant to a sale- leaseback transaction), secured lender; (iii) assign this Agreement make an Assignment to any entity through which a capital provider as part of a sale/leaseback financing, so long as Provider is obtaining financing or capital for an Affiliate thereof acts as lessee under such financial lease and the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of Provider (provided that Provider shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Provider’s obligations hereunder by the assignee); provided, however, that in each case, any assignee shall agree financial lessor agrees in writing to be bound by the terms and conditions of this Agreement along with Provider; and (iv) make an Assignment to a project-specific owner of a System to be located on such Property, so long as the ProviderProvider or an Affiliate thereof remain as operator of such System. Otherwise, or the successor by way of merger Provider may make an Assignment of Provider’s rights and obligations hereunder only upon Customer’s prior consent; provided that Customer shall not unreasonably withhold its consent to an Assignment of Provider’s rights and obligations hereunder if Customer 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 (y) has the financial capability to maintain the System and perform hereunder. A direct assignee of Provider’s obligations hereunder shall assume in writing, delivers in form and content reasonably satisfactory to Customer, the due performance of all Provider’s obligations under this Agreement. Customer will provide such tax confirmations, releases and enforceability assurance novations as Purchaser may are reasonably request. In the event that Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third party beneficiary of this Section 13.1. Any assignment requested by Provider without in connection with any required prior written consent of Purchaser shall not release Provider of its obligations hereunder.such assignment.‌

Assignment by Provider. Pursuant to section 138 of the New York State Finance LawExcept as expressly provided herein, the Provider shall not sell, transfer or assign (collectivelythis Agreement or any right, interest or obligation therein(collectively, an “Assignment”) the Agreement or any interest therein), without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayedCustomer; provided, however, that, without the prior consent of Purchaser(but with notice to) Customer, Provider may (i) assign this Agreement make an Assignment to an Affiliate of Provider; (ii) assignmake an Assignment through merger, mortgage, pledge consolidation or otherwise collaterally assign this Agreement in connection with any financing sale of the System (including pursuant to a sale- leaseback transaction), (iii) assign this Agreement to any entity through which Provider is obtaining financing or capital for the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of the assets of Provider (provided that Provider shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Provider’s obligations stock, interests or assets; (iii) collaterally assign or pledge its interests hereunder by and/or in the System or any monies due under this Agreement, with any such assignee)/pledgee having all rights typical of a secured lender; provided(iv) make an Assignment to a capital provider as part of a sale/leaseback financing, however, that in each case, any assignee shall agree so long as Provider or an Affiliate thereof acts as lessee under such financial lease and the financial lessor agrees in writing to be bound by the terms and conditions of this Agreement along with Provider; and (v) make an Assignment to a project-specific owner of the System, so long as the ProviderProvider or an Affiliate thereof remain as operator of such System. Otherwise, or the successor by way of merger Provider may make an Assignment of Provider’s rights and obligations hereunder only upon Customer’s prior consent; provided that Customer shall not unreasonably withhold its consent to an Assignment of Provider’s rights and obligations hereunder if Customer 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 (y) has the financial capability to maintain the System and perform hereunder. A direct assignee of Provider’s obligations hereunder shall assume in writing, delivers in form and content reasonably satisfactory to Customer, the due performance of all Provider’s obligations under this Agreement. Customer will provide such tax confirmations, releases and enforceability assurance novations as Purchaser may are reasonably request. In the event that Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third party beneficiary of this Section 13.1. Any assignment requested by Provider without in connection with any required prior written consent of Purchaser shall not release Provider of its obligations hereundersuch assignment.

Assignment by Provider. Pursuant to section 138 of Except for the New York State Finance Lawprovisions in Section 14.3, the Provider shall not sell, lease, transfer or assign (collectively, an “Assignment”) the this Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayedHost; provided, however, that, without the prior consent of PurchaserHost, Provider may may, if no Provider Events of Default have occurred, , (i) assign this Agreement make an Assignment to an Affiliate of Provider; Provider (provided that such Assignment shall not release Provider from its obligations and liabilities hereunder without the consent of Host, with such consent not to be unreasonably withheld or delayed), (ii) assignmake an Assignment through merger, mortgage, pledge consolidation or otherwise collaterally assign this Agreement in connection with any financing sale of the System (including pursuant to a sale- leaseback transaction), (iii) assign this Agreement to any entity through which Provider is obtaining financing or capital for the System, and (iv) assign this Agreement to any person succeeding to all or substantially all of Provider’s stock or assets including the assets of Provider System (provided that Provider shall be released from liability hereunder as a result of any such assignee meets the qualifications set forth in clauses (x) and (y) of the foregoing permitted assignments only upon assumption next sentence in this Section 14.1), or (iii) sell, transfer, assign or pledge its interest in the System or any monies due under this Agreement to Provider’s Lender or its designee (provided that Host will not pay to a third party any monies owed hereunder without the advance written direction of Provider). Host’s consent to any Assignment shall not be unreasonably withheld or delayed if Host 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 the Solar Services; and (y) has the financial capability to maintain the System and provide the Solar Services in the manner required by this Agreement and after the Assignment will own the System. A direct assignee from Provider of this Agreement (other than the Lender or its designee) shall assume in writing, in form and content reasonably satisfactory to Host, the due performance of all Provider’s obligations hereunder under this Agreement, including any accrued obligations at the time of the Assignment. A copy of the Assignment agreement, fully executed and acknowledged by the assignee); provided, howevertogether with a certified copy of a properly executed corporate resolution (if the assignee is a corporation) authorizing such Assignment agreement, that in each case, any assignee shall agree in writing to be bound by the terms and conditions of this Agreement and so long as the Provider, or the successor by way of merger of Provider, delivers such tax and enforceability assurance as Purchaser may reasonably request. In the event that Provider identifies such secured Financing Party in Schedule 5, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions. Any Financing Party shall be an intended third party beneficiary sent to Host not less than ten (10) days before the effective date of such Assignment. Provider shall pay all of Host’s reasonable costs and charges incurred in review of a request for assignment up to One Thousand Dollars ($1,000.00). Other than to or with a Lender, Provider will not sell or lease the System to any Person unless it also assigns all of its rights and obligations hereunder to such Person and such Assignment is permitted by this Section 13.114.1. Any Assignments or transfers not in compliance with this Section will be void and ineffective. No assignment by Provider without permitted hereunder will relieve a Party of any required prior written consent of Purchaser shall not release Provider of its obligations hereunder., except as explicitly provided for hereunder. In connection with an assignment pursuant to this Section 14.1, Host agrees to execute upon request of Provider, the appropriate consent, estoppel, memorandum or acknowledgement in form and substance reasonably acceptable to Provider’s Lender. Such consent, estoppel, memorandum or acknowledgement shall not alter the rights and obligations of the Parties unless otherwise agreed in writing

Assignment by Provider. Pursuant to section 138 of the New York State Finance Law, the Provider shall not sell, transfer or assign (collectively, an “Assignment”) the this Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned withheld or delayed; . provided, however, that, without the prior consent of Purchaser, Purchaser agrees that Provider may (i) assign this Agreement without the consent of the Purchaser to an Affiliate of Provider; (ii) assign, mortgage, pledge Provider or otherwise collaterally assign this Agreement in connection with any party providing financing of the System (including pursuant to a sale- leaseback transaction), (iii) assign this Agreement to any entity through which Provider is obtaining financing or capital for the System, and (iv) assign . Any Assignment of this Agreement to any person succeeding to all or substantially all of the assets of Provider (provided that by Provider shall be released from liability hereunder as a result of any of subject to and require that the foregoing permitted assignments only upon assumption of Providerassignee or successor to Xxxxxxxx’s obligations hereunder by the assignee); provided, however, that in each case, any assignee shall agree in writing interest agrees to assume and be bound by the same terms and conditions of this Agreement and so long as the Provider, or the successor by way of merger of Provider, delivers such tax and enforceability assurance as Purchaser may reasonably requestAgreement. In the event that Provider identifies such a secured Financing Party in Schedule 5the Special Conditions, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B A of these General Terms and ConditionsConditions and agrees to provide such estoppels, acknowledgments and opinions of counsel as Provider may reasonably request from time to time. Any Financing Party shall be an intended third third-party beneficiary of this Section 13.1. Any assignment Assignment by Provider without any required prior written consent of Purchaser or that is otherwise in violation of this Section 13.1 shall be null and void and shall not release Provider of its obligations hereunder. No Assignment by Provider shall be deemed to release Provider of its obligations under this Agreement through the date of any such Assignment.