6.1 Notice of New Construction. County shall give Developer at least sixty (60) days written notice of any scheduled maintenance, repairs, or construction of the Designated Roads or any other road that County believes may impact any of Developer Parties' rights set forth in this Agreement. County shall also give verbal (via telephone) notice of emergency maintenance or repairs of the Designated Roads or any road that County believes may impact any of Developer Parties rights set forth in this Agreement. Emergency notice shall be given as soon as possible once the need for emergency repairs is identified by calling Developer at (____) __-____. County Engineer shall inform all County contractors, workers, and employees of the location of Developer Parties' construction activities associated with the Project.

6.2 Cooperation. To facilitate Developer's obtaining of financing to construct and operate the Project, County shall consent to assignments and provide other documents (including, without limitation, consent(s) to collateral assignment and an estoppel agreement(s)) as may be reasonably requested by debt or equity financing parties in connection with the financing of the Project; provided, that in responding to any such request, County shall have no obligation to provide any consent or other document that materially adversely affects, or could reasonably be expected to have or result in a material adverse effect on, any of County's rights, benefits, risks and/or obligations under this Agreement.

Developer shall have the option, in its sole discretion, to terminate the Project and this Agreement with no further liability to County at any time prior to commencing any construction including any site grading and excavation work for installation of the Project. If it elects to terminate this Agreement, Developer shall submit a written notice to this effect to County. Such notice shall be made in accordance with the requirements of Section 10 and shall be received at least five (5) days prior to the effective date of any termination. Within five (5) days of the effective date of such termination, County shall return to Developer any Developer security provided pursuant to Section 5.5(b).

8.1 No Assignment without Consent. Except as permitted in this Article 8 or Section 6.2 (in the case of collateral assignments), neither Developer nor County shall have the right nor the power to assign this Agreement without the prior written consent of the other party, provided that such consent shall not be unreasonably conditioned, withheld, or delayed. Notwithstanding the foregoing, Developer may assign this Agreement, to (a) an assignee or affiliate of Developer who acquires all or substantially all of the assets related to the Project and such assignment shall be valid and binding on all Parties, provided, that any such assignee shall agree in writing to be bound by the terms and conditions hereof. Notwithstanding the foregoing, Developer may also assign this Agreement colaterally in connection with a financing or pledge of its assets. Upon any permitted assignment hereunder, Developer shall be relieved of all obligations, liabilities, and responsibilities under this Agreement except to the extent that such obligations, liabilities, and responsibilities arose prior to such permitted assignment.

8.2 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, Developer and County and their respective heirs, successors (by merger, consolidation or

8