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Santa Ana, California 92702 Fax: 714- 647-5635 ARTICLE S MISCELLANEOUS 8.1 Assignment. Neither Party shall transfer or assign this Agreement or its rights or interests hereunder, in whole or in part, without the prior written consent of the other Party, which such consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that prior written consent is not required in the event of (i) merger or sale of all or substantially of the ownership interests or assets of TruStar; (ii) a transfer or assignment by either Party to a subsidiary or affiliate together with an assumption of this Agreement by such subsidiary or affiliate; or (iii) a collateral assignment by TruStar to lenders or financing parties or Biogas supply sources in connection with a financing arrangement, in all cases so long as reasonable advance written notice is provided. In the event of any permitted transfer or assignment of this Agreement pursuant to subparagraph (ii) of this paragraph, the assigning Party shall not be released from any of its obligations or liabilities arising under this Agreement prior to such assignment. 8.2 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the Parties and supersedes all prior oral or written and all contemporaneous oral agreements and understandings between the Parties with respect to the subject matter hereof and thereof; This Agreement may not be altered, amended, modified or otherwise changed in any respect or particular whatsoever except in writing duly executedby the authorized representative of each Party. 8.3 Change in Law. UNILATERAL: In the event a legislative, executive, judicial or regulatory body materially changes the law, regulation, or rules and thereby adversely impacts (A) the costs or benefits of this Agreement or (B) Seller's ability to comply with the RFS, CA LCFS or any other applicable Law (any such change, a "Change in Law"), then the Parties shall enter into good faith negotiations to amend the Agreement. If, after sixty (60) days of the initiation of such negotiations, the Parties cannot resolve to then mumat satisfaction a mutually agreeable solution to the Change in Law, the Seller has the option to terminate this Agreement on ninety (90) days' written notice to the other Party. In the event that the Change in Law eliminates RIMS or LCFS credits, the corresponding gas discount shall no Ionger applicable_ 8.4 No Waiver. Neither the failure nor any delay on the part of any Parry to exercise any right, remedy, power or privilege hereunder will operate as a waiver of such right, remedy, power or privilege. No waiver of any right, remedy, power or privilege with respect to any occurrence will be construed as a waiver of such right, remedy, power or privilege with respect to any subsequent or other occurrence. 8.5 Permitted Designee. Any references to "TruStar" herein shalt also include reference to any designee of TruStar; with respect to (i) the generation, transfer and ownership of the Environmental Attributes, (ii) registration with the EPA or applicable state -or local -level regulating body, (iii) the provision of support services related to a State Approval, and (iv) all City E