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Santa Ana, California 92702 <br />Fax: 714- 647-5635 <br />ARTICLE 8 <br />MISCELLANEOUS <br />8.1 Assignment. Neither Party shall transfer or assign this Agreement or its rights or <br />interests hereunder, in whole or in part, without the prior written consent of the other Party, which <br />such consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that <br />prior written consent is not required in the event of (i) merger or sale of all or substantially of the <br />ownership interests or assets of TruStar; (ii) a transfer or assignment by either Parry to a subsidiary <br />or affiliate together with an assumption of this Agreement by such subsidiary or affiliate; or (iii) a <br />collateral assignment by TruStar to lenders or financing parties or Biogas supply sources in <br />connection with a financing arrangement, in all cases so long as reasonable advance written notice <br />is provided. In the event of any permitted transfer or assignment of this Agreement pursuant to <br />subparagraph (ii) of this paragraph, the assigning Party shall not be released from any of its <br />obligations or liabilities arising under this Agreement prior to such assignment. <br />8.2 Entire Agreement. This Agreement constitutes the entire and exclusive agreement <br />between the Parties and supersedes all prior oral or written and all contemporaneous oral <br />agreements and understandings between the Parties with respect to the subject matter hereof and <br />thereof. This Agreement may not be altered, amended, modified or otherwise changed in any <br />respect or particular whatsoever except in writing duly executed by the authorized representative <br />of each Party. <br />8.3 Change in Law. <br />UNILATERAL: In the event a legislative, executive, judicial or regulatory body materially <br />changes the law, regulation, or rules and thereby adversely impacts (A) the costs or benefits of this <br />Agreement or (B) Seller's ability to comply with the RFS, CA LCFS or any other applicable Law <br />(any such change, a "Change in Law"), then the Parties shall enter into good faith negotiations to <br />amend the Agreement. If, after sixty (60) days of the initiation of such negotiations, the Parties <br />cannot resolve to their mutual satisfaction a mutually agreeable solution to the Change in Law, the <br />Seller has the option to terminate this Agreement on ninety (90) days' written notice to the other <br />Party. In the event that the Change in Law eliminates RINs or LCFS credits, the corresponding <br />gas discount shall no longer applicable. <br />8.4 No Waiver. Neither the failure nor any delay on the part of any Party to exercise <br />any right, remedy, power or privilege hereunder will operate as a waiver of such right, remedy, <br />power or privilege. No waiver of any right, remedy, power or privilege with respect to any <br />occurrence will be construed as a waiver of such right, remedy, power or privilege with respect to <br />any subsequent or other occurrence. <br />8.5 Permitted Designee. Any references to "TruStar" herein shall also include <br />reference to any designee of TruStar, with respect to (i) the generation, transfer and ownership of <br />the Environmental Attributes, (ii) registration with the EPA or applicable state -or local -level <br />regulating body, (iii) the provision of support services related to a State Approval, and (iv) all City <br />mi <br />