Common use of Assignment by ▇▇▇▇▇▇ Clause in Contracts

Assignment by ▇▇▇▇▇▇. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (a) if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning ▇▇▇▇▇▇’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) will not be less than $5,000,000 and, in the case of a partial assignment, the assigning ▇▇▇▇▇▇’s Commitment hereunder following such partial assignment will not be less than $5,000,000, in each case unless each of the Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent to a lower amount (each such consent not to be unseasonably withheld or delayed) (b) each partial assignment will be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; except that this Section 18.02(b) will not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non pro rata basis; (c) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment; (d) any assignment must be approved by the Borrowers (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment or a Default or Event of Default has occurred and is continuing; and (e) the parties to each assignment will execute and deliver to the Agent an Assignment and Assumption; together with a processing and recordation fee in an amount of $5,000; (f) where requested by the Agent, the Eligible Assignee, if it is not a Lender, will deliver to the Agent an administrative questionnaire in a form supplied by the Agent; (g) no such assignment will be made to (i) any Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii); (h) no such assignment will be made to a natural Person; and (i) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment will make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Proportionate Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder will become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Agent pursuant to Section 18.03, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder will be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder will, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender will cease to be a party hereto) but will continue to be entitled to the benefits of Article 3 and Article 10, and will continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment, provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph will be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 18.04. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer will not be or be deemed to be a repayment by the Borrowers or a new Loan to the Borrowers.

Assignment by ▇▇▇▇▇▇. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (a) if an Event Lessee acknowledges that ▇▇▇▇▇▇ has relied both on the business experience and creditworthiness of Default has occurred Lessee and is continuing upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee that would result in a Change in Control of Lessee, whether by operation of Law or otherwise, without the case prior written consent of an assignment of the entire remaining amount of the assigning ▇▇▇▇▇▇’s Commitment and the Loans at . At the time owing to it or in the case of an any assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (this Lease which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) will not be less than $5,000,000 and, in the case of a partial assignment, the assigning approved by ▇▇▇▇▇▇’s Commitment , the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by ▇▇▇▇▇▇. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder following such partial assignment will shall not be less than $5,000,000, deemed a consent to any subsequent assignment. (b) Notwithstanding anything to the contrary contained in each case unless each of the Agent and, so long as Section 14.02(a) and provided that no Default or Event of Default has occurred and is continuing, and no condition shall exist which upon the Borrowers giving of notice or the passage of time, or both, would constitute an Event of Default, at the time of the proposed assignment or other transfer, and provided further that any assignee agrees to assume all of Lessee’s obligations under this Lease by written agreement approved by Lessor, Lessee shall have the right to assign or otherwise consent transfer all, but not less than all, of its interest in, to a lower amount (each such consent not to be unseasonably withheld or delayed) (b) each partial assignment will be made as an assignment of a proportionate part of all the assigning and under this Lease without ▇▇▇▇▇▇’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; except that this Section 18.02(b) will not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non pro rata basis; (c) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment; (d) any assignment must be approved by the Borrowers (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment or a Default or Event of Default has occurred and is continuing; and (e) the parties to each assignment will execute and deliver to the Agent an Assignment and Assumption; together with a processing and recordation fee in an amount of $5,000; (f) where requested by the Agent, the Eligible Assignee, if it is not a Lender, will deliver to the Agent an administrative questionnaire in a form supplied by the Agent; (g) no such assignment will be made consent to (i) any Borrower or any an Affiliate of the Borrower’s Affiliates or SubsidiariesLessee, or (ii) to any Defaulting Lender or any of its Subsidiaries, or any a Qualified Operator. A “Qualified Operator” shall mean a Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii); (h) no such assignment will be made to a natural Person; and (i) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment will make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to : (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender for two (2) consecutive years immediately prior to the Agent and each Lender hereunder (and interest accrued thereon), date of assignment or transfer and (y) acquire on a proforma basis following the consummation of such assignment or transfer (all as determined by Lessor upon review of financial statements provided by the assignee prior to the proposed lease assignment and fund as appropriatein a form reasonably satisfactory to Lessor), (A) its full pro rata share has a CFCCR (defined in Section 4.08 above) of all Loans at least 3.0x; (B) generates EBITDA (defined in accordance with its Proportionate Share. Notwithstanding Section 4.08 above) of at least $65,000,000; and (C) has a Funded Debt (defined in Section 4.08 above) to EBITDA (defined in Section 4.08 above) ratio that does not exceed 6.0x; provided, however, that Lessee may satisfy the foregoingforegoing conditions of a Qualified Operator by providing, or causing to be provided, a lease guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, in writing, which guaranty shall be from an entity that when combined with the proposed assignee meets the requirements of (A), (B) and (C) set forth in this Section 14.02(b). Lessee shall provide Lessor with at least fifteen (15) Business Days’ prior written notice of the proposed assignment to a Qualified Operator, which notice must include financial information satisfying the Qualified Operator requirements set forth herein. In the event that Lessee effects an assignment to a Qualified Operator, Lessee shall be released from any assignment of rights and obligations of any Defaulting Lender hereunder will become effective liability arising under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Agent pursuant to Section 18.03, Lease from and after the effective date specified in each Assignment of such assignment and Assumption, the Eligible Assignee thereunder will be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder will, to the extent of the interest assigned by such Assignment and Assumption, Guarantor shall be released from its obligations any liability arising under this Agreement (and, in the case of an Assignment Guaranty from and Assumption covering all of after the assigning Lender’s rights and obligations under this Agreement, such Lender will cease to be a party hereto) but will continue to be entitled to the benefits of Article 3 and Article 10, and will continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment, provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph will be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 18.04. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer will not be or be deemed to be a repayment by the Borrowers or a new Loan to the Borrowers.

Assignment by ▇▇▇▇▇▇. Any The Lender may at any time assign to one or more any Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and the Loans at the time owing to any Loan or interests therein owned by it); provided provided, however that: (ai) except for an assignment by the Lender to an Affiliate of the Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing or in continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the case of an amount being assigned pursuant to each such assignment (determined as of the entire remaining amount date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) five million dollars ($5,000,000) and (y) all of the assigning ▇▇▇▇▇▇’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) will not be less than $5,000,000 and, in the case of a partial assignment, the assigning ▇▇▇▇▇▇’s Commitment hereunder following such partial assignment will not be less than $5,000,000, in each case unless each of the Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent to a lower amount (each such consent not to be unseasonably withheld or delayed) (b) each partial assignment will be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; except that this Section 18.02(b) will not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non pro rata basis; (c) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment; (d) any assignment must be approved by the Borrowers (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment or a Default or Event of Default has occurred and is continuing; and (eiv) the parties to each such assignment will shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption; together with a processing and recordation fee in an amount of $5,000; (f) where requested by the AgentAcceptance Agreement. Upon such execution, the Eligible Assigneedelivery, if it is not a Lender, will deliver to the Agent an administrative questionnaire in a form supplied by the Agent; (g) no such assignment will be made to (i) any Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii); (h) no such assignment will be made to a natural Person; and (i) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment will make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Proportionate Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder will become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Agent pursuant to Section 18.03, from and after the effective date specified in each such Assignment and AssumptionAcceptance Agreement, (x) the Eligible Assignee assignee thereunder will shall be a party to this Agreement andAgreement, and to the extent of the interest that rights and obligations under this Agreement have been assigned by to it pursuant to such Assignment and AssumptionAcceptance Agreement, have the rights and obligations of a the Lender under this Agreement hereunder and the other Loan Documents, including any collateral security, and (y) the assigning Lender thereunder willshall, to the extent of the interest that rights and obligations have been assigned by it pursuant to such Assignment and AssumptionAcceptance Agreement, relinquish such rights and be released from its such obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance Agreement covering all or the remaining portion of the assigning Lender’s rights and obligations under this Agreement, such Lender will shall cease to be a party hereto) but will continue to be entitled to the benefits of Article 3 and Article 10, and will continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment, provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph will be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 18.04. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer will not be or be deemed to be a repayment by the Borrowers or a new Loan to the Borrowers).

Assignment by ▇▇▇▇▇▇. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (a) if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning ▇▇▇▇▇▇’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) will not be less than $5,000,000 and, in the case of a partial assignment, the assigning ▇▇▇▇▇▇’s Commitment hereunder following such partial assignment will not be less than $5,000,000, in each case unless each of the Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent to a lower amount (each such consent not to be unseasonably withheld or delayed) (b) each partial assignment will be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; except that this Section 18.02(b) will not - 108 - prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non pro rata basis; (c) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment; (d) any assignment must be approved by the Borrowers (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment or a Default or Event of Default has occurred and is continuing; and (e) the parties to each assignment will execute and deliver to the Agent an Assignment and Assumption; together with a processing and recordation fee in an amount of $5,000; (f) where requested by the Agent, the Eligible Assignee, if it is not a Lender, will deliver to the Agent an administrative questionnaire in a form supplied by the Agent; (g) no such assignment will be made to (i) any Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii); (h) no such assignment will be made to a natural Person; and (i) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment will make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Proportionate Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder will become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Agent pursuant to Section 18.03, from and after the effective date specified in each Assignment and Assumption, the Eligible - 109 - Assignee thereunder will be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder will, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender will cease to be a party hereto) but will continue to be entitled to the benefits of Article 3 and Article 10, and will continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment, provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph will be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 18.04. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer will not be or be deemed to be a repayment by the Borrowers or a new Loan to the Borrowers.

Assignment by ▇▇▇▇▇▇. Any Lender (i) Notwithstanding anything to the contrary herein, Lessee may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder to (including A) to one or more Affiliates of Lessee, (B) to any person succeeding to all or substantially all of the assets of Lessee, (C) to an entity that acquires one or more Facilities or, prior to the construction of the Facilities, the development rights thereto, so long as the assignee has demonstrable experience in operating and maintaining solar photovoltaic systems comparable to the Facilities; and has demonstrable financial capability to maintain the Facilities. In the event of any such assignment, ▇▇▇▇▇▇ shall provide advance written notice to Lessor of the existence of such assignment, together with the name and address of the assignee, and documentation establishing that the assignee as of the closing of such transaction will assume all or a portion of its Commitment the Lessee’s rights and obligations under this Lease. ▇▇▇▇▇▇ agrees to promptly execute any document reasonably requested in acknowledgement of such assignment and in consent thereto in accordance with the Loans at the time owing to it); provided that: (a) if an Event of Default has occurred and provisions hereof. If such assignment is continuing or in the case of an a full assignment of the entire remaining amount all of the assigning ▇▇▇▇▇▇’s Commitment rights, and obligations under this Lease, then Lessee shall have no further liability arising under this Lease after the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount effective date of the Commitment being assigned assignment. (which for this purpose includes Loans outstanding thereunderii) or, if the applicable Commitment is Lessor shall deliver notice to Lessee not then less than thirty (30) days in effect, the principal outstanding balance advance of any proposed transfer of the Loan Properties, which such transfer shall be subject to the prior written consent of ▇▇▇▇▇▇, in its sole discretion. Lessor agrees that this Lease shall survive any transfer of the assigning Lender subject to each such assignment (determined as Properties; provided, however that Lessor shall remain primarily liable for all obligations of Lessor hereunder until Lessee has approved the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as creditworthiness of the Trade Date) will not be less than $5,000,000 and, in the case of a partial assignment, the assigning ▇▇▇▇▇▇’s Commitment hereunder following such partial assignment will not be less than $5,000,000, in each case unless each assignee. In furtherance of the Agent andforegoing, so long as no Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent to a lower amount (each such consent not to be unseasonably withheld or delayed) (b) each partial assignment will be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations under this Agreement with respect ▇ agrees that it shall cause any purchaser, assignee, or mortgagee of the Properties to the Loan or the Commitment assigned; except that this Section 18.02(b) will not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non pro rata basis; (c) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment; (d) any assignment must be approved by the Borrowers (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment or a Default or Event of Default has occurred and is continuing; and (e) the parties to each assignment will execute and deliver to Lessee an assignment and assumption of this Lease and the Agent PPA simultaneously with the transfer of the Properties to such purchaser, assignee or mortgagee, and that Lessor shall reimburse Lessee for all costs and expenses associated with review and negotiation of such agreements, including reasonable attorneys’ fees. Such assignment and assumption agreements shall contain an Assignment and Assumption; together with a processing and recordation fee in an amount of $5,000; (f) where requested acknowledgement by the Agentpurchaser, assignee or mortgagee that it has no interest in the Eligible Assignee, if it is Facilities and shall not a Lender, will deliver to gain any interest in the Agent an administrative questionnaire in a form supplied Facilities by the Agent; (g) no such assignment will be made to (i) any Borrower or any virtue of the Borrower’s Affiliates or Subsidiariestransfer, or (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii); (h) no such assignment will be made to a natural Person; and (i) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment will make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Proportionate Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder will become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Agent pursuant to Section 18.03, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder will be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have than the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder will, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender will cease to be a party hereto) but will continue to be entitled to the benefits of Article 3 and Article 10, and will continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment, provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph will be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 18.04. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer will not be or be deemed to be a repayment by the Borrowers or a new Loan to the BorrowersLessor hereunder.

Assignment by ▇▇▇▇▇▇. Any Lender (i) Notwithstanding anything to the contrary herein, Lessee may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder to (including A) to one or more Affiliates of Lessee, (B) to any person succeeding to all or substantially all of the assets of Lessee, (C) to an entity that acquires one or more Facilities or, prior to the construction of the Facilities, the development rights thereto, so long as the assignee has demonstrable experience in operating and maintaining solar photovoltaic systems comparable to the Facilities; and has demonstrable financial capability to maintain the Facilities. In the event of any such assignment, ▇▇▇▇▇▇ shall provide advance written notice to Lessor of the existence of such assignment, together with the name and address of the assignee, and documentation establishing that the assignee as of the closing of such transaction will assume all or a portion of its Commitment the Lessee’s rights and obligations under this Lease. ▇▇▇▇▇▇ agrees to promptly execute any document reasonably requested in acknowledgement of such assignment and in consent thereto in accordance with the Loans at the time owing to it); provided that: (a) if an Event of Default has occurred and provisions hereof. If such assignment is continuing or in the case of an a full assignment of the entire remaining amount all of the assigning ▇▇▇▇▇▇’s Commitment rights, and obligations under this Lease, then Lessee shall have no further liability arising under this Lease after the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount effective date of the Commitment being assigned assignment. (which for this purpose includes Loans outstanding thereunderii) or, if the applicable Commitment is Lessor shall deliver notice to Lessee not then less than thirty (30) days in effect, the principal outstanding balance advance of any proposed transfer of the Loan Properties, which such transfer shall be subject to the prior written consent of ▇▇▇▇▇▇, in its sole discretion. Lessor agrees that this Lease shall survive any transfer of the assigning Lender subject to each such assignment (determined as Properties; provided, however that Lessor shall remain primarily liable for all obligations of Lessor hereunder until ▇▇▇▇▇▇ has approved the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as creditworthiness of the Trade Date) will not be less than $5,000,000 and, in the case of a partial assignment, the assigning ▇▇▇▇▇▇’s Commitment hereunder following such partial assignment will not be less than $5,000,000, in each case unless each assignee. In furtherance of the Agent andforegoing, so long as no Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent to a lower amount (each such consent not to be unseasonably withheld or delayed) (b) each partial assignment will be made as an assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations under this Agreement with respect ▇ agrees that it shall cause any purchaser, assignee, or mortgagee of the Properties to the Loan or the Commitment assigned; except that this Section 18.02(b) will not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non pro rata basis; (c) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment; (d) any assignment must be approved by the Borrowers (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment or a Default or Event of Default has occurred and is continuing; and (e) the parties to each assignment will execute and deliver to Lessee an assignment and assumption of this Lease and the Agent PPA simultaneously with the transfer of the Properties to such purchaser, assignee or mortgagee, and that Lessor shall reimburse Lessee for all costs and expenses associated with review and negotiation of such agreements, including reasonable attorneys’ fees. Such assignment and assumption agreements shall contain an Assignment and Assumption; together with a processing and recordation fee in an amount of $5,000; (f) where requested acknowledgement by the Agentpurchaser, assignee or mortgagee that it has no interest in the Eligible Assignee, if it is Facilities and shall not a Lender, will deliver to gain any interest in the Agent an administrative questionnaire in a form supplied Facilities by the Agent; (g) no such assignment will be made to (i) any Borrower or any virtue of the Borrower’s Affiliates or Subsidiariestransfer, or (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii); (h) no such assignment will be made to a natural Person; and (i) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment will make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Proportionate Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder will become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Agent pursuant to Section 18.03, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder will be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have than the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder will, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender will cease to be a party hereto) but will continue to be entitled to the benefits of Article 3 and Article 10, and will continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment, provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph will be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 18.04. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer will not be or be deemed to be a repayment by the Borrowers or a new Loan to the BorrowersLessor hereunder.