Common use of Consent to Assignment for Financing or Leasing Clause in Contracts

Consent to Assignment for Financing or Leasing. Entity Name may seek financing for the ownership of all or a portion of the System under this Agreement, whether by a sale- leaseback of all or a portion of the System from an Equipment Leasing Party or entering into other arrangements with a Financing Party in the form of an equipment lease, finance lease, debt, equity, tax equity or other financing arrangement. Entity Name may collaterally assign or assign fully in connection with any financing of the System (which may, in connection with such Assignment, permit the Financing Party to further assign collaterally), its rights, and/or obligations hereunder for purposes of securing such financing or leasing arrangement. The Town hereby consents to any such Assignment, provided that: Such Assignment shall not create any lien or other encumbrance on the Premises other than Entity Name’s rights and obligations contemplated in this Agreement nor on any other real or personal property located on the Premises other than the System; and all provisions regarding the entry onto and use of the applicable Lease Area shall remain in effect; If Entity Name assigns this Agreement, or any portion hereof, to a Financing Party as provided herein, the Town acknowledges and agrees that such Financing Party shall not be personally liable for the performance of such assigned obligations hereunder except to the extent of the interest of the Financing Parties in the System. Notwithstanding any such Assignment to one or more Financing Parties or a designee thereof, Entity Name shall not be released and discharged from and shall remain liable for any and all obligations to the Town arising or accruing hereunder (and, in the case of a partial Assignment, for the obligations accruing after the date of such Assignment with respect to obligations accruing under the unassigned portion of the Agreement). The Town agrees to sign, execute and deliver or cause to be delivered each such consent to assignment, legal opinion, instrument or other document as Entity Name or its Financing Parties, if any, may reasonably request to satisfy the requirements of any Financing Party with respect to or in connection with any financing or leasing of the System. The Town also agrees, to the extent required by a Financing Party, if any, to provide Entity Name and/or a Financing Party with such information about the Town or the Premises as Entity Name, a Financing Party may reasonably request, provided that Entity Name shall be responsible for any expense incurred by Town in connection therewith, and provided further that the Town shall not be required to disclose any information deemed confidential under any Applicable Law. Entity Name shall be responsible to reimburse the Town for all costs and expenses incurred in connection with the Town’s obligations hereunder in connection with any System Financing including, without limitation by reason of specification, reasonable attorney, engineer and other consultant fees and disbursements.

Consent to Assignment for Financing or Leasing. Entity Name Lessee may seek financing for the ownership of all or a portion of the System under this Agreement, whether by a sale- leaseback of leasing all or a portion of the System from an Equipment Leasing Party or entering into other arrangements with a Financing Party in the form of an equipment leaseLease, finance leaseLease, debt, equity, tax equity or other financing arrangement. Entity Name Notwithstanding any provisions in this Agreement to the contrary, Lessee may collaterally assign assign, or assign fully in connection with any financing of the System (which may, in connection with such Assignment, permit the Financing Party to further assign collaterally), its rights, and/or obligations hereunder hereunder, or the Agreement in its entirety for purposes of securing such financing or leasing arrangement. The Town Lessor hereby consents to any such Assignment, provided that: Such : 10.4.1 such Assignment shall not create any lien Lien or other encumbrance on the Premises Site other than Entity NameLessee’s rights and obligations contemplated in this Agreement nor on any other real or personal property located on the Premises Site other than the System; and ; 10.4.2 all provisions regarding the entry onto and use of the applicable Lease Area shall remain in effect; 10.4.3 the Financing Party, as applicable, shall enforce its interest and protect the applicable Lease Area in accordance with Lessee’s obligations hereunder; 10.4.4 Lessor acknowledges that upon and following an event of default under any financing or leasing documents relating to the System, the Financing Parties, if any, may (but shall not be obligated to) assume, or cause their designees to assume, all of the interests, rights and obligations of Lessee thereafter arising under this Agreement; and 10.4.5 If Entity Name the rights and interests of Lessee in this Agreement shall be assigned, in whole or in part, as herein provided, and the assignee shall agree in a writing submitted to Lessor to be bound by, and to assume, the terms and conditions hereof and any and all obligations to Lessor arising or accruing hereunder from and after the date of such Assignment (or, in the case of a partial Assignment, to be bound by the portion of this Agreement so assigned and relevant associated obligations to Lessor arising or accruing hereunder from and after the date of such Assignment), Lessee shall be released and discharged from the terms and conditions hereof and each such obligation hereunder from and after such date (or, in the case of a partial Assignment, released and discharged of the terms and conditions hereof so assigned and the associated obligations hereunder from and after such date), and Lessor shall continue this Agreement, or the relevant portion of this Agreement with the assignee as if such person had been named as Lessee under this Agreement; provided that such assignee: (a) has experience in operating and maintaining solar electric generating System similar to the System and in similar geographic location and climate comparable to that in which the System is located and personnel qualifications and performance record contained in Lessee’s proposal; and (b) has financial capability to maintain the System in the manner required by this Agreement and to perform the obligations under this Agreement, each substantially similar to that of Lessee; and provided, further, that if Lessee assigns this Agreement, or any portion hereof, to a Financing Party as provided herein, the Town Lessor acknowledges and agrees that such Financing Party persons shall not be personally liable for the performance of such assigned obligations hereunder except to the extent of the interest of the Financing Parties in the System. Notwithstanding any such Assignment to one or more Financing Parties or a designee thereof, Entity Name Lessee shall not be released relicensed and discharged from and shall remain liable for any and all obligations to the Town Lessor arising or accruing hereunder (and, in the case of a partial Assignment, for the obligations accruing after the date of such Assignment with respect to obligations accruing under the unassigned portion of the Agreement). The Town Lessee shall not, however, have any liability for any action or omission of the Financing Party hereunder. 10.4.6 Lessor agrees to sign, execute and deliver or cause to be delivered each such consent to assignment, legal opinion, instrument or other document as Entity Name Lessee or its Financing Parties, if any, may reasonably request to satisfy the requirements of any Financing Party with respect to or in connection with any financing or leasing of the System. The Town Lessor also agrees, to the extent required by a Financing Party, if any, to provide Entity Name Lessee and/or a Financing Party with such information about the Town Lessor or the Premises Site as Entity NameLessee, a Financing Party may reasonably request, provided that Entity Name shall be responsible for any expense incurred by Town in connection therewith, and provided further that the Town shall not be required to disclose any information deemed confidential under any Applicable Law. Entity Name shall be responsible to reimburse the Town for all costs and expenses incurred in connection with the Town’s obligations hereunder in connection with any System Financing including, without limitation by reason of specification, reasonable attorney, engineer and other consultant fees and disbursements.request.‌‌

Consent to Assignment for Financing or Leasing. Entity Name Supplier may seek financing for the ownership of all or a portion of the System under this Agreement, whether by a sale- leaseback of leasing all or a portion of the System from an Equipment Leasing Party or entering into other arrangements with a Financing Party in the form of an equipment leaseLease, finance leaseLease, debt, equity, tax equity or other financing arrangement. Entity Name Notwithstanding any provisions in this Agreement to the contrary, Supplier may collaterally assign assign, or assign fully in connection with any financing of the System (which may, in connection with such Assignment, permit the Financing Party to further assign collaterally), its rights, and/or obligations hereunder hereunder, or the Agreement in its entirety for purposes of securing such financing or leasing arrangement. The Town Host hereby consents to any such Assignment, provided that: Such that:‌ 14.4.1 such Assignment shall not create any lien Lien or other encumbrance on the Premises other than Entity NameSupplier’s rights and obligations contemplated in this Agreement nor on any other real or personal property located on the Premises Site other than the System; and ; 14.4.2 all provisions regarding the entry onto and use of the applicable Lease Area Premises shall remain in effect; 14.4.3 the Financing Party, as applicable, shall enforce its interest and protect the applicable Lease Area in accordance with Supplier’s obligations hereunder; 14.4.4 Host acknowledges that upon and following an event of default under any financing or leasing documents relating to the System, the Financing Parties, if any, may (but shall not be obligated to) assume, or cause their designees to assume, all of the interests, rights and obligations of Supplier thereafter arising under this Agreement; and 14.4.5 If Entity Name the rights and interests of Supplier in this Agreement shall be assigned, in whole or in part, as herein provided, and the assignee shall agree in a writing submitted to Host to be bound by, and to assume, the terms and conditions hereof and any and all obligations to Host arising or accruing hereunder from and after the date of such Assignment (or, in the case of a partial Assignment, to be bound by the portion of this Agreement so assigned and relevant associated obligations to Host arising or accruing hereunder from and after the date of such Assignment), Supplier shall be released and discharged from the terms and conditions hereof and each such obligation hereunder from and after such date (or, in the case of a partial Assignment, released and discharged of the terms and conditions hereof so assigned and the associated obligations hereunder from and after such date), and Host shall continue this Agreement, or the relevant portion of this Agreement with the assignee as if such person had been named as Supplier under this Agreement; provided that such assignee: (a) has experience in operating and maintaining solar electric generating System similar to the System and in similar geographic location and climate comparable to that in which the System is located and personnel qualifications and performance record contained in Supplier’s proposal; and (b) has financial capability to maintain the System in the manner required by this Agreement and to perform the obligations under this Agreement, each substantially similar to that of Supplier; and provided, further, that if Supplier assigns this Agreement, or any portion hereof, to a Financing Party as provided herein, the Town Host acknowledges and agrees that such Financing Party persons shall not be personally liable for the performance of such assigned obligations hereunder except to the extent of the interest of the Financing Parties in the System. Notwithstanding any such Assignment to one or more Financing Parties or a designee thereof, Entity Name Supplier shall not be released and discharged from and shall remain liable for any and all obligations to the Town Host arising or accruing hereunder (and, in the case of a partial Assignment, for the obligations accruing after the date of such Assignment with respect to obligations accruing under the unassigned portion of the Agreement). The Town Supplier shall not, however, have any liability for any action or omission of the Financing Party hereunder. 14.4.6 Host agrees to sign, execute and deliver or cause to be delivered each such consent to assignment, legal opinion, instrument or other document as Entity Name Supplier or its Financing Parties, if any, may reasonably request to satisfy the requirements of any Financing Party with respect to or in connection with any financing or leasing of the System. The Town Host also agrees, to the extent required by a Financing Party, if any, to provide Entity Name Supplier and/or a Financing Party with such information about the Town Host or the Premises as Entity Name, Supplier or a Financing Party may reasonably request, provided that Entity Name shall be responsible for any expense incurred by Town in connection therewith, and provided further that the Town shall not be required to disclose any information deemed confidential under any Applicable Law. Entity Name shall be responsible to reimburse the Town for all costs and expenses incurred in connection with the Town’s obligations hereunder in connection with any System Financing including, without limitation by reason of specification, reasonable attorney, engineer and other consultant fees and disbursements.

Consent to Assignment for Financing or Leasing. Entity Name may seek financing for the ownership of all or a portion of the System under this Agreement, whether by a sale- leaseback of all or a portion of the System from an Equipment Leasing Party or entering into other arrangements with a Financing Party in the form of an equipment lease, finance lease, debt, equity, tax equity or other financing arrangement. Entity Name may collaterally assign or assign fully in connection with any financing of the System (which may, in connection with such Assignment, permit the Financing Party to further assign collaterally), its rights, and/or obligations hereunder for purposes of securing such financing or leasing arrangement. The Town hereby consents to any such Assignment, provided that: Such Assignment shall not create any lien or other encumbrance on the Premises other than Entity Name’s rights and obligations contemplated in this Agreement nor on any other real or personal property located on the Premises other than the System; and all provisions regarding the entry onto and use of the applicable Lease Area shall remain in effect; If Entity Name assigns this Agreement, or any portion hereof, to a Financing Party as provided herein, the Town acknowledges and agrees that such Financing Party shall not be personally liable for the performance of such assigned obligations hereunder except to the extent of the interest of the Financing Parties in the System. Notwithstanding any such Assignment to one or more Financing Parties or a designee thereof, Entity Name shall not be released and discharged from and shall remain liable for any and all obligations to the Town arising or accruing hereunder (and, in the case of a partial Assignment, for the obligations accruing after the date of such Assignment with respect to obligations accruing under the unassigned portion of the Agreement). The Town agrees to sign, execute and deliver or cause to be delivered each such consent to assignment, legal opinion, instrument or other document as Entity Name or its Financing Parties, if any, may reasonably request to satisfy the requirements of any Financing Party with respect to or in connection with any financing or leasing of the System. The Town also agrees, to the extent required by a Financing Party, if any, to provide Entity Name and/or a Financing Party with such information about the Town or the Premises as Entity Name, a Financing Party may reasonably request, provided that Entity Name shall be responsible for any expense incurred by Town in connection therewith, and provided further that the Town shall not be required to disclose any information deemed confidential under any Applicable Law. Entity Name shall be responsible to reimburse the Town for all costs and expenses incurred in connection with the Town’s obligations hereunder in connection with any System Financing including, without limitation by reason of specification, reasonable attorney, engineer and other consultant fees and disbursements. Rights of Financing Parties.

Consent to Assignment for Financing or Leasing. Entity Name Lessee, in its sole discretion, may seek financing for the construction and/or ownership and maintenance of all or a portion of the System under this AgreementSystem, whether by a sale- leaseback of all or a portion of the System from an Equipment Leasing Party or entering into any other arrangements with a Financing Party in the form of an equipment lease, finance lease, debt, equity, tax equity equity, back-leverage or other financing arrangement, in each case, as determined by Lessee in its sole discretion. Entity Name Lessee may collaterally assign or assign fully in connection with any financing of the System (which may, in connection with such Assignment, permit the Financing Party to further assign collaterally), its rights, and/or obligations hereunder for purposes of securing such financing or leasing arrangement. The Town hereby consents to any such Assignment, provided that: : (a) Such Assignment shall not create any lien or other encumbrance on the Premises other than Entity NameLessee’s rights and obligations contemplated in this Agreement nor on any other real or personal property located on the Premises other than the System; and all provisions regarding the entry onto and use of the applicable Premises, including the Lease Area Area, shall remain in effect; If Entity Name assigns this Agreement, or any portion hereof, to a Financing Party as provided herein, the Town acknowledges and agrees that such Financing Party shall not be personally liable for the performance of such assigned obligations hereunder except to the extent of the interest of the Financing Parties in the System. and (b) Notwithstanding any such Assignment to one or more Financing Parties or a designee thereof, Entity Name Lessee shall not be released and discharged from and shall remain liable for any and all obligations to the Town arising or accruing hereunder prior to the date of such Assignment (and, in the case of a partial Assignment, for the obligations accruing after the date of such Assignment with respect to obligations accruing under the unassigned portion of the Agreement). The Town agrees to sign, execute and deliver or cause to be delivered each such consent to assignment, legal opinion, instrument or other document as Entity Name Lessee or its Financing Parties, if any, Parties may reasonably request to satisfy the requirements of any Financing Party with respect to or in connection with any financing or leasing of the System. The Town also agrees, to the extent required by a Financing Party, if any, Party to provide Entity Name Lessee and/or a Financing Party with such information about the Town or the Premises as Entity NameLessee, a Financing Party may reasonably request, provided that Entity Name Lessee shall be responsible for any expense incurred by Town in connection therewith, and provided further that the Town shall not be required to disclose any information deemed confidential under any Applicable LawLegal Requirement. Entity Name Lessee shall be responsible to reimburse the Town for all reasonable costs and expenses incurred in connection with the Town’s obligations hereunder in connection with any System Financing such financing including, without limitation by reason of specification, reasonable attorney, engineer and other consultant fees and disbursements. Nothing in the foregoing shall be deemed to require that the interests of the Town or of any other entity senior to those of the Financing Party shall be subject or subordinate to the interest of the Financing Party.

Consent to Assignment for Financing or Leasing. Entity Name System Owner may seek financing for the ownership of all or a portion of the System under this Agreement, whether by a sale- leaseback of leasing all or a portion of the System from an Equipment Leasing Party or entering into other arrangements with a Financing Party in the form of an equipment lease, finance lease, debt, equity, tax equity or other financing arrangement. Entity Name Any such financing shall not exceed $1,250,000.00 and the terms of such loan shall provide for it to be fully amortized and paid on or before the tenth (10th) anniversary of the Commercial Operation Date. Notwithstanding any provisions in this Agreement to the contrary, System Owner may collaterally assign assign, or assign fully in connection with any financing of the System (which may, in connection with such Assignment, permit the Financing Party to further assign collaterally), its rights, and/or obligations hereunder and under the Lease, or the Agreement and/or the Lease, each in its entirety, for purposes of securing such financing or leasing arrangement. The Town Notwithstanding the foregoing, Vineyard Power Solar, Inc. shall remain the manager of System Owner for the duration of the Term. Host hereby consents to any such Assignment, provided that: Such : (a) such Assignment shall not create any lien Lien or other encumbrance on the Premises Property other than Entity NameSystem Owner’s leasehold interest in the Leased Area under the Lease and System Owner’s other rights and obligations contemplated in this Agreement nor on any other real or personal property located on and the Premises other than the System; and Lease; (b) all provisions regarding the entry onto and use of the applicable Lease Leased Area shall remain in effect; If Entity Name assigns this Agreement; (c) the Financing Party, as applicable, shall enforce its interest and protect the Leased Area in a commercially reasonable manner; (d) Host acknowledges that upon and following an event of default by System Owner under any financing or any portion hereof, leasing documents relating to a Financing Party as provided hereinthe System, the Town acknowledges and agrees that such Financing Party Parties, if any, may (but shall not be personally liable for obligated to) assume, or cause their designees to assume, all of the performance interests, rights and obligations of System Owner thereafter arising under this Agreement and the Lease; and (e) If the rights and interests of System Owner in this Agreement and the Lease shall be Assigned, in whole or in part, as herein provided, and the assignee shall agree in writing to be bound by, and to assume, the terms and conditions hereof and any and all obligations to Host arising or accruing hereunder from and after the date of such Assignment (or, in the case of a partial Assignment, to be bound by the portion of this Agreement and/or the Lease so assigned and relevant associated obligations to Host arising or accruing hereunder from and after the date of such Assignment), System Owner shall be released and discharged from the terms and conditions hereof and each such obligation hereunder from and after such date (or, in the case of a partial Assignment, of the terms and conditions hereof so assigned and the associated obligations hereunder except to from and after such date), and Host shall continue this Agreement and the extent Lease or the relevant portion of this Agreement and the interest of Lease with the Financing Parties in assignee as if such person had been named as System Owner under this Agreement and the SystemLease. Notwithstanding any such Assignment to one or more Financing Parties or a designee thereof, Entity Name System Owner shall not be released and discharged from and shall remain liable for any and all obligations to the Town Host arising or accruing hereunder and under the Lease prior to such Assignment (and, in the case of a partial Assignment, for the obligations accruing after the date of such Assignment with respect to obligations accruing under the unassigned portion of the Agreement). The Town System Owner shall not, however, have any liability for any action or omission of the Financing Party hereunder or under the Lease. Notwithstanding any other provision of this Agreement to the contrary, any sale by System Owner of its rights in this Agreement in any proceedings for the foreclosure of any lien held in System Owner’s rights or interests hereunder, or the Assignment of this Agreement or the Lease in lieu of foreclosure of any such lien, shall be deemed to be a permitted Assignment of this Agreement and/or the Lease. Host agrees to sign, execute and deliver or cause to be delivered each such consent to assignment, legal opinion, instrument or other document as Entity Name System Owner or its Financing Parties, if any, may reasonably request to satisfy the requirements of any Financing Party with respect to or in connection with any financing or leasing of the System. The Town Host also agrees, to the extent required by a Financing Party, if any, to provide Entity Name System Owner and/or a Financing Party with such information about the Town Host or the Premises Property as Entity Name, System Owner and/or a Financing Party may reasonably request, provided that Entity Name shall be responsible for any expense incurred by Town in connection therewith, and provided further that the Town shall not be required to disclose any information deemed confidential under any Applicable Law. Entity Name shall be responsible to reimburse the Town for all costs and expenses incurred in connection with the Town’s obligations hereunder in connection with any System Financing including, without limitation by reason of specification, reasonable attorney, engineer and other consultant fees and disbursements.

Consent to Assignment for Financing or Leasing. Entity Name Nexamp may seek financing for the forthe ownership of all or a portion of the System under this Agreement, whether by a sale- leaseback of leasing all or a portion of the System from an Equipment Leasing Party or entering into other arrangements with a Financing aFinancing Party in the form of an equipment lease, finance fmance lease, debt, equity, tax equity or other financing arrangement. Entity Name Notwithstanding anyprovisions in this Agreement to the contrary, Nexamp may collaterally assign assign, or assign fully in connection with any financing of the System (which may, in connection with such Assignment, permit the Financing Party to further assign collaterally), its rights, and/or obligations hereunder hereunder, or the Agreement in its entirety for purposes of securing such financing or leasing arrangement. The Town Host hereby consents to consentsto any such Assignment, provided that: Such (a) such Assignment shall not create any lien Lien or other encumbrance on the Premises Site other than Entity Name’s Nexamp ‘ s rights pursuant to Section 4.1 and Nexamp ‘ s other rights and obligations contemplated in this Agreement nor on any other real or personal property located on the Premises Site other than the thanthe System; and (b) all provisions regarding the entry onto and use of the applicable Lease License Area shall remain in effect; (c) the Financing Party, as applicable, shall enforce its interest andprotect the applicable License Area in accordance with Nexamp’s obligations hereunder; (d) Host acknowledges that upon and following an event of default under any financing or leasing documents relating to the System, the Financing Parties, ifany, may (but shall not be obligated to) assume, or cause their designees to assume, all of the interests, rights and obligations of Nexamp thereafter arising under this Agreement; and (e) If Entity Name assigns the rights and interests of Nexamp in this Agreement shall be Assigned, in whole or in part, as herein provided, and the assignee shall agree in a writing submitted to Host to be bound by, and to assume, the terms and conditions hereof and any and all obligations to Host arising or accruing hereunder from and after the date of such Assignment (or, in the case of apartial Assignment, to be bound by the portion of this Agreement so assigned and relevant associated obligations to Host arising or accruing hereunder from and after the date of such Assignment), Nexamp shall be released and discharged from the terms and conditions hereof and each such obligation hereunder from and after such date (or, in the case of a partial Assignment, released and discharged of the terms and conditions hereof so assigned and the associated obligations hereunderfrom and after such date), andHost shall continue this Agreement, or any the relevant portion of this Agreement with the assignee as if such person had been named as Nexamp under this Agreement; provided that such assignee: (a) has experience in operating and maintaining solar electric generating System similar to the System and in similar geographic location and climate comparable to that in which the System is located and personnel qualifications and performance record contained in Nexamp’s proposal; and (b) has financial capability to maintain the System in the manner required by this Agreement and to perform the obligations under this Agreement, each substantially similar to that of Nexamp; and provided, further, that ifNexamp Assigns this Agreement, or anyportion hereof, to a Financing Party as provided herein, the Town Host acknowledges and agrees that such Financing Party Persons shall not be personally liable for the performance of such assigned obligations 29 B3708776.6 hereunder except to the extent of the ofthe interest of the Financing Parties in the System. Notwithstanding any such Assignment to one or oneor more Financing Parties or a designee thereof, Entity Name Nexamp shall not be released and discharged from and shall remain liable for any and all obligations to the Town Host arising or accruing hereunder (and, in the case of a partial Assignment, for the obligations accruing after the date of such Assignment with respect to obligations accruing under the unassigned portion of the Agreement). The Town Nexamp shall not, however, have any liability for any action or omission ofthe Financing Party hereunder. Host agrees to sign, execute and deliver or cause to be delivered each such consent to assignment, legal opinion, instrument or other document as Entity Name Nexamp or its Financing Parties, if any, may reasonably mayreasonably request to satisfy the requirements of any Financing Party with respect to or in connection with any financing or leasing of the ofthe System. The Town Host also agrees, to the extent required by a Financing Party, if anyifany, to provide Entity Name Nexamp and/or a Financing Party with such information about the Town Host or the Premises Site as Entity NameNexamp, a Financing Party may reasonably request, provided that Entity Name shall be responsible for any expense incurred by Town in connection therewith, and provided further that the Town shall not be required to disclose any information deemed confidential under any Applicable Law. Entity Name shall be responsible to reimburse the Town for all costs and expenses incurred in connection with the Town’s obligations hereunder in connection with any System Financing including, without limitation by reason of specification, reasonable attorney, engineer and other consultant fees and disbursements.15.5