Common use of Assignment; Sublease Clause in Contracts

Assignment; Sublease. 19.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sell(a) Tenant shall not assign, assign mortgage, pledge or otherwise transfer all this Lease or make any sublease of the Premises, or permit occupancy of any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment thereof by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding anyone other than Tenant (any such sale, assignment or transfer, act being referred to herein as a “Transfer” and the obligations hereunder shall remain absolute and unconditional other party with whom Tenant undertakes such act being referred to herein as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, “Transferee”) without the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld or delayed, subject to the other provisions of this Section 6.3. Any Transfer or attempted Transfer not in compliance with all of the terms and conditions set forth in this Section 6.3 shall be void, and shall be a default under this Lease. (b) Any request by Tenant for Landlord’s consent to a Transfer shall include the name of the proposed Transferee, the nature of its business and proposed use of the Premises, reasonable information as to its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. It shall be reasonable for Landlord to refuse consent to any Transfer to any governmental agency, or to any other Transferee who by reputation or expected use is not comparable to other types of tenants in the Building, or to any transferee whose financial strength is not at least equivalent to that of Tenant at the time of the Transfer. Landlord shall respond to Tenant’s request within thirty (30) days of its receipt of such request. The failure of Landlord to respond within said thirty (30) days shall be deemed to be approval of the Transfer by Landlord provided that the request for consent from Tenant shall specifically refer to the provisions of this sentence. Tenant shall reimburse Landlord for its reasonable legal and other expenses in connection with any request for consent. (c) Any Transfer shall specifically make applicable to the Transferee all of the provisions of this Section so that Landlord shall have against the Transferee all rights with respect to any further Transfer which are set forth herein. No Transfer shall affect the continuing primary liability of Tenant (which shall be joint and several with Transferee). Consent to a Transfer in a specific instance shall not be deemed consent to any subsequent Transfer or a waiver of the requirement of consent to any future Transfer. No Transfer shall be binding upon Landlord or any of Landlord’s mortgagees, unless Tenant shall deliver to Landlord a recordable instrument containing a covenant of assumption by the Transferee running to Landlord and all persons claiming by, through or under Landlord. The Transferee’s failure to execute such instrument shall not, however, release or discharge Transferee from its liability as a Transferee hereunder. Tenant shall not enter into any Transfer that provides for rental or other payment based on the net income or profits derived from the Premises. With respect to any Transfer, Landlord shall be entitled to receive seventy five percent (75%) of all “Bonus Rent,” which Bonus Rent shall be payable by Tenant to Landlord on a monthly basis. For purposes of this Lease, Bonus Rent shall mean all amounts received by Tenant in excess of the Base Rent and additional rent reserved in this Lease and applicable to the space Transferred for the period of the Transfer, minus Tenant’s reasonable expenses in connection with such Transfer for brokerage commissions, legal fees, advertising expenses, and Alterations for the benefit of the Transferee. (d) Notwithstanding any contrary provision of this Section 6.3, in connection with any intent to Transfer, Landlord shall have an option to cancel and terminate this Lease if the request is to assign the Lease or to sublet all of the Premises; or, if the request is to sublet a portion of the Premises only, to cancel and terminate this Lease with respect to such portion for the proposed term of such sublease or for the balance of the Term if, within thirty (30) days after Landlord receives written notice from Tenant that Tenant intends to make space available for a Transfer, Landlord notifies Tenant that it has elected to exercise such option Landlord may exercise said option in writing within thirty (30) days after Landlord’s receipt from Tenant of such request, and in each case such cancellation or termination shall occur as of the date set forth in Landlord’s notice of exercise of such option, which shall not be less than sixty (60) days nor more than one hundred twenty (120) days following the giving of such notice. If Landlord exercises Landlord’s option to cancel this Lease or any portion thereof, Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of the option, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Premises at the expiration of the Term. If this Lease is cancelled as to a portion of the Premises only, Base Rent after the date of cancellation shall be abated on a pro rata basis, as determined by Landlord, and Tenant’s Percentage. If Landlord does not exercise Landlord’s option to cancel this Lease or any portion thereof pursuant to the foregoing provisions, Landlord’s consent to a Transfer shall continue to be required in accordance with the other provisions of this Section 6.3. (e) Any agreement by which Tenant agrees to enter into or execute any Transfer at the direction of any other party, or assigns its rights in the income arising from any Transfer to any other party, shall itself constitute a Transfer hereunder. If Tenant is a corporation, partnership, or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. (f) Notwithstanding any contrary provision of this Lease, Tenant shall have no right to assign this Lease or sublet all or any portion of the Premises and any such assignment or sublease shall be void unless on both (i) the date on which Tenant notifies Landlord of its intention to enter into any assignment or sublease and (ii) the date on which such assignment or sublease is to take effect, Tenant is not in default of any of its obligations under this Lease after notice to Tenant and expiration of applicable grace periods.

Assignment; Sublease. 19.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions A. The provisions of this Lease Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Except as otherwise set forth in this Lease Agreement (including, but not limited to, the right to the quiet enjoyment of the Equipment by Section 39), Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and not assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have transfer any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, same without the prior written consent of Lessorthe Mayor of the City, provided, however, that Lessee may, without such written consent, from time to time, one or more times, sublease or grant rights to third parties to use all or parts of the Leased Premises for the purposes for which the Leased Premises are hereby let, specifically as detailed in Section 1 of this Lease Agreement. The Mayor of the City may withhold consent to an assignment or sublease for any or no reason, if such withholding of consent is deemed in the best interest of the City. No assignment or sublease approved by City or shall in any way release Lessee from its obligations hereunder. B. A transfer subject to the foregoing prohibition shall be deemed to include any attempt by Lessee to make or permit any voluntary or involuntary, total or partial, sale, lease, assignment, conveyance, mortgage, pledge, encumbrance, or other transfer of any or all of the Leased Premises, the improvements thereon, or transfer, convey or assign (i) any interest of a managing member, general partner, or controlling affiliate or stockholder (any such interest being referred to as a “Controlling Interest”) in the Lessee or (ii) a Controlling Interest in any entity which has a Controlling Interest in the Lessee. Any person to whom any Transfer is attempted without the consent of City (if applicable) shall have no claim, right or remedy whatsoever hereunder against City, and City shall have no duty to recognize any person claiming under or through the same. Notwithstanding the foregoing, Lessee shall have the right to transfer membership interests within Lessee without City's consent. C. Notwithstanding the foregoing, if (i) the members of the Lessee remove a managing member of the Lessee in accordance with the terms of Lessee’s Amended and Restated Operating Agreement or (ii) a Mortgagee removes or causes to be removed a managing member of Lessee in accordance with the terms of the Mortgagee’s loan documents, such removal shall not constitute a default under this Lease or require the consent of the City. Except in the event of removal of the existing affiliated managing member in accordance with the terms of Lessee’s Amended and Restated Operating Agreement, the members shall have the right to substitute an unaffiliated managing member only with the prior consent of City, which consent shall not be unreasonably withheld or delayed; provided however that, as a condition of City consent, it may require a replacement managing member to execute such documents as City reasonably deems appropriate to evidence the Lessee’s continuing obligations to be bound by the Lease and each and every provisions thereof. D. Notwithstanding the foregoing, City’s consent shall not be required prior to (i) the Mortgage of the Leased Premises (or the leasehold equivalent thereof) to any Mortgagee not requiring consent, (ii) a transfer of the Leased Premises to a Mortgagee by foreclosure or transfer in lieu of foreclosure (or the leasehold equivalent thereof), or any subsequent transfer by such Mortgagee or third- party purchaser; or (iii) grants of easements for the establishment, operation, and maintenance of utility services. E. Notwithstanding anything to contrary contained herein, for so long as the CNI Agreements are in effect and to the extent the CNI Agreements do not terminate in a foreclosure or transfer in lieu of foreclosure (or the leasehold equivalent thereof), all transfers described in this Section 10, shall be voidsubject to the CNI Agreements and the CNI Program Requirements. For purposes of this Agreement, CNI Program Requirements shall be defined as Consolidated and Further Continuing Appropriations Act, 2017 (Pub. L. 115-31, approved May 5, 2017) and Consolidated Appropriations Act, 2018 (Pub. L. 115-141, approved March 23, 2018), Section 24 of the U.S. Housing Act of 1937, 42 USC 1437v, all other Federal statutory, executive order and regulatory requirements applicable to the Choice Neighborhoods Initiative, as those requirements exist or as they may be amended from time to time, and the CNI Grant Agreement, notices, and directives from HUD regarding the implementation of the Choice Neighborhoods Initiative.

Assignment; Sublease. 19.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations to the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 (a) WITHOUT LESSOR’S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (i) SELL, ASSIGN, SUBLEASE OR OTHERWISE TRANSFER ANY PART OF THE EQUIPMENT OR ANY OF ITS INTEREST IN OR RIGHTS UNDER THIS LEASE OR AS TO ANY PART OF THE EQUIPMENT (INCLUDING BY OPERATION OF LAW, EXCEPT TO THE EXTENT ALLOWED IN ACCORDANCE WITH SECTION 10.3 HEREOF) OR (ii) ENCUMBER OR PERMIT ANY LIEN (OTHER THAN LIENS IN FAVOR OF LESSOR) TO EXIST AGAINST ANY PART OF THE EQUIPMENT OR LESSEE’S INTEREST IN THIS LEASE, IT BEING LESSEE’S UNDERSTANDING THAT ANY SUCH ACTION, EVENT OR OCCURRENCE SHALL CONSTITUTE AN IMMEDIATE EVENT OF DEFAULT HEREUNDER GIVING LESSOR THE RIGHT TO TERMINATE OR CANCEL THIS LEASE AND EXERCISE ITS REMEDIES HEREUNDER. (b) NOTWITHSTANDING SECTION 11(a), LESSOR SHALL CONSENT TO LESSEE’S PROVIDING OF THE EQUIPMENT TO PERMITTED USERS ONLY IN ACCORDANCE WITH THE TERMS OF A PERMITTED USE AGREEMENT. Lessee further represents, warrants, covenants and agrees to Lessor may sell, assign or otherwise transfer that (i) all or any part of its right, title and interest in and to the Equipment and/or obligations under this Lease shall continue to be Lessee’s primary obligations and shall not be diminished or vitiated in any way by virtue of such Permitted Use Agreements; (ii) the terms and conditions of each Permitted Use Agreement to a third-party assignee, subject to shall in no way conflict with the terms and conditions of this Lease Agreement includingand shall in no way render performance by Lessee of such terms and conditions more difficult; (iii) Lessee’s obligations under each Permitted Use Agreement, but are Lessee’s sole responsibility and Lessor shall have no obligations thereunder and each Permitted User shall look solely to Lessee and not limited to, to Lessor for the right performance of Lessee’s obligations under each Permitted Use Agreement; and (iv) to the quiet enjoyment extent that any provision of the Equipment by Permitted Use Agreement conflicts with any of Lessor’s rights under this Lease, such Permitted Use Agreement provision shall be of no effect. (c) Lessor may at any time with or without notice to Lessee as set forth in Section 7.1 above. Such assignee shall assume all ▇▇▇▇▇ ▇ ▇▇▇▇ on, sell, assign, delegate or otherwise transfer (any of the rights and obligations foregoing, a “Lessor Assignment”) all or any part of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security its interest in the Equipment Equipment, any Lease or any Schedule and assign this any related Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder Documents or assignee shall have any and all rights as may be assigned by Lessor but none Rent thereunder to any third party that is not a competitor of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest Lessee in the Equipment or assignment natural gas compression business listed on an Exhibit E (each, a “Lessor Assignee”) and Lessee shall perform all of this Lease Agreement shall be subject its obligations thereunder, to the terms and conditions hereof includingextent so transferred, but for the benefit of each such Lessor Assignee. Lessee agrees not limited to, to assert against any Lessor Assignee any Abatement (without limiting the right to the quiet enjoyment provisions of the Equipment by Section 4.4) that Lessee as set forth in Section 7.1 above. may have against Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, and Lessor Assignee shall not be bound by, or otherwise required to perform any of Lessor’s obligations, unless expressly assumed by such Lessor Assignee. Lessor shall be relieved of any of its such obligations hereunder which assumed by Lessor Assignee. If so directed in writing, Lessee shall remain absolute pay all Rent and unconditional as set forth all other sums that become due under an assigned Lease, Schedule, and/or other Lease Document, directly to the Lessor Assignee or any other party designated in Section 7.2 abovewriting by Lessor or such Lessor Assignee. Lessee acknowledges that Lessor’s right to enter into a Lessor Assignment is essential to Lessor and, accordingly, waives any restrictions under Applicable Law, if any, with respect to a Lessor Assignment and any related remedies. Upon the written request of LessorLessor or any Lessor Assignee, Lessee shall acknowledge also agrees (i) to promptly execute and deliver to Lessor or to such obligations Lessor Assignee an acknowledgment of the pledgeeLessor Assignment in form and substance satisfactory to the requesting party, mortgageean insurance certificate and such other documents and assurances reasonably requested by Lessor or Lessor Assignee, lienholder or assigneeand (b) to comply with all other reasonable requirements of any such Lessor Assignee in connection with any such Lessor Assignment. 19.3 LESSEE SHALL NOT SELL(d) Subject always to the foregoing, TRANSFERthis Master Lease and each Schedule and other Lease Document shall inure to the benefit of, ASSIGNand are binding upon, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessee’s and Lessor, shall be void’s respective successors and assigns.

Assignment; Sublease. 19.1 Lessor may sellExcept as otherwise expressly provided herein, assign Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer all this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the like) the whole or any part of its rightthe Premises. Any assignment, title mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in or consented to by Landlord under Sections 5.6.1-5.6.6 shall be void, ab initio; shall be of no force and interest effect; and shall confer no rights on or in and favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the Equipment and/or provisions hereof. 5.6.1 Notwithstanding the provisions of Section 5.6 above, in the event Tenant desires to assign this Lease Agreement or to sublet the whole (but not part) of the Premises (no partial subletting being permitted other than as provided in Section 5.6.4 below), Tenant shall give Landlord notice (the “Proposed Transfer Notice”) of any proposed sublease or assignment, and said notice shall specify the provisions of the proposed assignment or subletting, including (a) the name and address of the proposed assignee or subtenant, (b) in the case of a third-party proposed assignment or subletting pursuant to Section 5.6.3 below, such information as to the proposed assignee’s or proposed subtenant’s net worth and financial capability and standing as may reasonably be required for Landlord to make the determination referred to in said Section 5.6.3 (provided, however, that Landlord shall hold such information confidential having the right to release same to its officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all of the material terms and provisions upon which the proposed assignment or subletting is to be made, (d) in the case of a proposed assignment or subletting pursuant to Section 5.6.3 below, all other information reasonably necessary to make the determination referred to in said Section 5.6.3 and (e) in the case of a proposed assignment or subletting pursuant to Section 5.6.4 below, such information as may be reasonably required by Landlord to determine that such proposed assignment or subletting complies with the requirements of said Section 5.6.4. 5.6.2 Landlord shall have the right at its sole option, to be exercised within twenty (20) days after receipt of Tenant’s Proposed Transfer Notice (the “Acceptance Period”), to terminate this Lease as of a date specified in a notice to Tenant, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s notice to Tenant; provided, however, that upon the termination date as set forth in Landlord’s notice, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the termination date. In the event that Landlord shall not exercise its termination rights as aforesaid, or shall fail to give any or timely notice pursuant to this Section the provisions of Sections 5.6.3, 5.6.5 and 5.6.6 shall be applicable. This Section 5.6.2 shall not be applicable to an assignment or sublease pursuant to Section 5.6.4. 5.6.3 Notwithstanding the provisions of Section 5.6 above, but subject to the terms and conditions provisions of this Lease Agreement includingSection 5.6.3 and the provisions of Sections 5.6.5 and 5.6.6 below, but in the event that Landlord shall not limited to, have exercised the termination right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above5.6.2, or shall have failed to give any or timely notice under Section 5.6.2, then for a period of one hundred and twenty (120) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 5.6.2 as the case may be, Tenant shall have the right to assign this Lease or sublet the whole (but not part) of the Premises in accordance with the Proposed Transfer Notice provided that, in each instance, Tenant first obtains the express prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Such Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is a tenant in the Building or elsewhere on the Site or is in active negotiation with Landlord or an affiliate of Landlord for premises in the Building or elsewhere on the Site (as evidenced by the receipt by Landlord of a request for proposal to lease from such party and/or the exchange by Landlord and such party of a proposed draft lease no more than ninety (90) days prior to Tenant’s request for consent) or is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or (b) the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or (c) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.1 hereof, or (d) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall assume all (i) be likely to increase Landlord’s Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) be likely to increase the burden on elevators or other Building systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) violate or be likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the rights Premises, or (e) there shall be existing an uncured Event of Default (defined in Section 7.1) or there have been three (3) or more Event of Default occurrences during the prior eighteen (18) months, or (f) the proposed rent and obligations other charges to be payable by the proposed assignee or subtenant are less than the market rent and other charges for first class office sublease space for properties of Lessor a similar character in the Boston West Suburban market, or (g) any part of the rent payable under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, the proposed assignment or transfersublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (h) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease pursuant to written documentation between Landlord and such holder, or (i) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Building or elsewhere in the Property. If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease (the whole but not part of the Premises) or assign pursuant to Tenant’s notice, as given hereunder; provided, however, that if such assignment or sublease shall not be executed and delivered to Landlord within one hundred twenty (120) days after the date of Landlord’s consent, the obligations hereunder consent shall remain absolute be deemed null and unconditional void and the provisions of Section 5.6.1 shall be applicable. 5.6.4 Notwithstanding the foregoing provisions of Sections 5.6.2, 5.6.3 and 5.6.5, but subject to the provisions of Sections 5.6.1, 5.6.5 and 5.6.6, Tenant shall have the right without the prior consent of Landlord but upon notice to Landlord as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and 5.6.1 to assign this Lease Agreement or to sublet the Premises (in whole or in part) to any other entity (the “Successor Entity”) (i) which controls or is controlled by Tenant or Tenant’s parent corporation, or (ii) which is under common control with Tenant, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of (or other membership interests in) Tenant or (v) which merges or combines with Tenant, provided that the entity to which this Lease is so assigned or which so sublets the Premises has a credit worthiness (e.g. assets on a pro forma basis using generally accepted accounting principles consistently applied and using the most recent financial statements) which is the same or better than the Tenant as collateralof the date of this Lease (the foregoing transferees referred to, individually or collectively, as a “Permitted Transferee”). Each Except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under this Lease, on a joint and several basis with the Permitted Transferee. If any parent or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such pledgeea parent or subsidiary, mortgageesuch cessation shall be considered an assignment or subletting requiring Landlord’s consent. 5.6.5 In the case of any assignment or subleasing as to which Landlord may consent (other than an assignment or subletting permitted under Section 5.6.4 above) such consent shall be upon the express and further condition, lienholder or assignee covenant and agreement, and Tenant hereby covenants and agrees that, in addition to the Annual Fixed Rent, Additional Rent and other charges to be paid pursuant to this Lease, fifty percent (50%) of the “Assignment/Sublease Profits” (hereinafter defined), if any, shall have any be paid to Landlord. The “Assignment/Sublease Profits” shall be the excess, if any, of (a) the “Assignment/Sublease Net Revenues” as hereinafter defined over (b) the Annual Fixed Rent and Additional Rent and other charges provided in this Lease (provided, however, that for the purpose of calculating the Assignment/Sublease Profits in the case of a sublease, appropriate proportions in the applicable Annual Fixed Rent, Additional Rent and other charges under this Lease shall be made based on the percentage of the Premises subleased and on the terms of the sublease). The “Assignment/Sublease Net Revenues” shall be the fixed rent, Additional Rent and all rights other charges and sums payable either initially or over the term of the sublease or assignment plus all other profits and increases to be derived by Tenant as may a result of such subletting or assignment, less the reasonable costs of Tenant incurred in such subleasing or assignment (the definition of which shall be assigned limited to brokerage commissions, legal fees and alteration allowances, in each case actually paid), as set forth in a statement certified by Lessor an appropriate officer of Tenant and delivered to Landlord within thirty (30) days of the full execution of the sublease or assignment document, amortized over the term of the sublease or assignment. All payments of the Assignment/Sublease Profits due Landlord shall be made within ten (10) days of receipt of same by Tenant. (A) It shall be a condition of the validity of any assignment or subletting consented to under Section 5.6.3 above, or any assignment or subletting of right under Section 5.6.4 above, that both Tenant and the assignee or sublessee enter into a separate written instrument directly with Landlord in a form and containing terms and provisions reasonably required by Landlord, including, without limitation, the agreement of the assignee or sublessee to be bound directly to Landlord for all the obligations of the Tenant hereunder, including, without limitation, the obligation (a) to pay the rent and other amounts provided for under this Lease (but none in the case of a partial subletting pursuant to Section 5.6.4, such subtenant shall agree on a pro rata basis to be so bound), (b) to comply with the provisions of Sections 5.6 through 5.6.6 hereof and (c) to indemnify the “Landlord Parties” (as defined in Section 8.13) as provided in Section 8.1 hereof. Such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of Lessor hereunderthe Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Any pledgeFurther, mortgage and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or grant the subtenant thereunder, as the case may be, and at Landlord’s option, upon the termination or expiration of security interest the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated. (B) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an invoice from Landlord, an amount equal to the Equipment sum of (i) $1,000,00 and/or (ii) reasonable out of pocket legal fees or assignment other expenses incurred by Landlord in connection with such request, not to exceed $2,500.00 for each request. (C) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may after an Event of Default upon prior notice to Tenant, at any time and from time to time, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this Lease Agreement covenant, or a waiver of the provisions of Sections 5.6 through 5.6.6 hereof, or the acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained, the Tenant herein named to remain primarily liable under this Lease. (D) The consent by Landlord to an assignment or subletting under Section 5.6.3 above, or the consummation of an assignment or subletting of right under Section 5.6.4 above, shall in no way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. (E) On or after the occurrence of an “Event of Default” (defined in Section 7.1), Landlord shall be subject entitled to the terms one hundred percent (100%) of any Assignment/Sublease Profits. (F) Without limiting Tenant’s obligations under Section 5.12, Tenant shall be responsible, at Tenant’s sole cost and conditions hereof expense, for performing all work necessary to comply with Legal Requirements and Insurance Requirements in connection with any assignment or subletting hereunder including, but not limited towithout limitation, the right to the quiet enjoyment of the Equipment by Lessee as set forth any work in Section 7.1 above. Lessor, by reason of connection with such pledge, mortgage, grant of security interest assignment or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneesubletting. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sellExcept as otherwise expressly provided in this Section 5.6, assign Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer all this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the like) the whole or any part of its right, title and interest in and the Premises. Subject to the Equipment and/or provisions of Section 5.6.4 hereof, in addition, the merger or consolidation of Tenant into or with any other entity, or the sale of all or substantially all of its assets, shall be deemed to be an assignment within the meaning of this Section 5.6. Any assignment, mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in or consented to by Landlord under Sections 5.6.1-5.6.6 shall, at Landlord’s election, be void; shall be of no force and effect; and shall confer no rights on or in favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the provisions hereof. The limitations of this Section 5.6 shall be deemed to apply to any guarantor(s) of this Lease. 5.6.1 Notwithstanding the provisions of Section 5.6 above, in the event Tenant desires to assign this Lease Agreement or to sublet the whole or any part of the Premises, Tenant shall give Landlord notice of any proposed sublease or assignment (the “Tenant’s Proposed Transfer Notice”), and said notice shall specify the provisions of the proposed assignment or subletting, including (a) the name and address of the proposed assignee or subtenant, (b) in the case of a third-party proposed assignment or subletting pursuant to Section 5.6.3 below, such information as to the proposed assignee’s or proposed subtenant’s net worth and financial capability and standing as may reasonably be required for Landlord to make the determination referred to in said Section 5.6.3 (provided, however, that Landlord shall hold such information confidential having the right to release same to its officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all of the material terms and provisions upon which the proposed assignment or subletting is to be made, (d) in the case of a proposed assignment or subletting pursuant to Section 5.6.3 below, all other information reasonably necessary to make the determination referred to in said Section 5.6.3, (e) in the case of a proposed assignment or subletting pursuant to Section 5.6.4 below, such information as may be reasonably required by Landlord to determine that such proposed assignment or subletting complies with the requirements of said Section 5.6.4, and (f) in the case of a proposed sublease, the portion of the Premises proposed to be sublet (the “Sublet Space”) and the proposed sublease term. 5.6.2 Landlord shall have the right at its sole option, to be exercised within thirty (30) days after receipt of Tenant’s Proposed Transfer Notice (the “Acceptance Period”), (i) in the case of a proposed assignment of this Lease, to terminate this Lease, and (ii) in the case of a proposed subletting, to terminate this Lease as to any Sublet Space consisting of fifty percent (50%) or more of the Premises then demised to Tenant, with such termination to be effective, in each case, as of a date specified in a notice to Tenant, which termination date shall not be earlier than sixty (60) days nor later than ninety (90) days after Landlord’s termination notice to Tenant; provided, however, that upon the termination date as set forth in Landlord’s notice, (x) in the case of a proposed assignment of this Lease, all obligations relating to the Premises, and (y) in the case of a proposed subletting, all obligations as to the Sublet Space, in each case relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the termination date. In the event that the Sublet Space consists of only a part of the Premises, Landlord shall, at Landlord’s cost, perform and complete any and all work necessary to separately demise and separate such part of the Premises (the “Excluded Space”) with reasonable diligence and in a reasonable manner but in any event within ninety (90) days of the termination date. In the event Landlord exercises its termination rights hereunder with respect to the Premises or the Excluded Space, then the Premises or the Excluded Space, as the case may be, shall be delivered to Landlord on the termination date specified in Landlord’s termination notice in good order and condition and in the manner provided in this Lease for the surrender of the Premises at the end of the Term in accordance with Section 5.2. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s use and occupancy of the Premises. Annual Fixed Rent and the Rentable Floor Area of the Premises and all Additional Rent based upon the Rentable Floor Area of the Premises (including, without limitation, Operating Expenses Allocable to the Premises, Base Operating Expenses Allocable to the Premises, Landlord’s Tax Expenses Allocable to the Premises, Base Taxes Allocable to the Premises and the number of parking spaces to which Tenant is entitled hereunder) shall be reasonably and equitably adjusted to reflect the removal of the Excluded Space. In such event, Landlord shall prepare, and the parties shall execute, an amendment to this Lease in form and substance reasonably satisfactory to both parties, reflecting and confirming the foregoing. In the event that Landlord shall not exercise its termination rights as aforesaid, or shall fail to give any or timely notice pursuant to this Section, then Landlord shall have no right to terminate the Lease as to the Premises (in the case of a proposed assignment) or the Sublet Space (in the case of a proposed subletting), and the provisions of Sections 5.6.3, 5.6.5 and 5.6.6 shall thereafter be applicable. This Section 5.6.2 shall not be applicable to an assignment or sublease pursuant to Section 5.6.4. 5.6.3 Notwithstanding the provisions of this Section 5.6, but subject to the terms and conditions provisions of this Lease Agreement includingSection 5.6.3 and the provisions of Sections 5.6.5 and 5.6.6 below, but in the event that Landlord shall not limited to, have exercised the termination right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above5.6.2, or shall have failed to give any or timely notice under Section 5.6.2, then for a period of one hundred eighty (180) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 5.6.2, as the case may be, Tenant shall have the right to assign this Lease or sublet the whole or part of the Premises in accordance with the Proposed Transfer Notice provided that, in each instance, Tenant first obtains the express prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Such In the event Landlord fails to respond to Tenant’s Proposed Transfer Notice within forty-five days of the date thereof, Landlord’s consent shall be deemed granted. Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is an occupant of the Building or elsewhere within the Office Park and other space is available to lease within Office Park that meets the needs of such occupant, or is in active negotiation with Landlord or an affiliate of Landlord for premises in the Building or elsewhere within the Office Park, or (b) the proposed assignee or subtenant is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency that regularly deals with the public at large in such agency’s office (e.g. Social Security Administration or Registry of Motor Vehicles)), or (c) the proposed assignee or subtenant is not of good character and reputation, or (d) the proposed assignee or subtenant does not possess adequate financial capability to perform the Tenant obligations as and when due or required, or (e) the proposed assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for the Permitted Use, or (f) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall assume (i) materially increase Landlord’s Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) materially increase the burden on elevators or other Building systems or equipment over the burden generated by normal and customary office usage; or (iii) violate or be reasonably likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (g) there shall be existing a monetary or material non-monetary Event of Default (defined in Section 7.1), or (h) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (i) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease, but only if such approval is required by Landlord’s financing documents, or (j) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Building or elsewhere in the Property (Landlord hereby representing to Tenant that, as of the Execution Date of this Lease, there exist no such covenants or restrictions contained in another lease or other agreement, or (k) in the case of a proposed subleasing, such sublease would result in there being more than three (3) subleases of space in the Premises in effect at any given time. If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease the whole or part of the Premises) or assign pursuant to Tenant’s notice, as given hereunder; provided, however, that if such assignment or sublease shall not be executed and delivered to Landlord within one hundred eighty (180) days after the date of Landlord’s consent, the consent shall be deemed null and void and the provisions of Section 5.6.1 shall be applicable. 5.6.4 Notwithstanding anything to the contrary contained herein, but subject to the provisions of Sections 5.6.1 and 5.6.6, Tenant shall have the right without Landlord’s consent to assign this Lease or to sublet the Premises (in whole or in part) to any other entity (the “Successor Entity”) (i) which controls or is controlled by Tenant or Tenant’s parent corporation, or which is under common control with Tenant, provided that in any such case such transfer or transaction is for a legitimate regular business purpose of Tenant other than a transfer of Tenant’s interest in this Lease, or (ii) which purchases all or substantially all of the rights assets of Tenant, or (iii) which purchases all or substantially all of the stock of (or other ownership or membership interests in) Tenant, or (iv) which merges or combines with Tenant, provided that in any of the foregoing events, the entity to which this Lease is so assigned or which so sublets the Premises has a credit worthiness (e.g. net assets on a pro forma basis using generally accepted accounting principles consistently applied and obligations using the most recent financial statements) which is the same or better than the Tenant as of Lessor the date of this Lease (the foregoing transferees referred to, individually or collectively, as a “Permitted Transferee”). Except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under this Lease, on a joint and several basis with the Permitted Transferee. If any parent, affiliate or subsidiary of Tenant to which this Lease Agreement and is assigned or the Premises sublet (in whole or in part) shall relieve Lessor therefrom. Thereaftercease to be such a parent, all references to Lessor herein affiliate or subsidiary within one (1) year after the effectiveness of such sublease or assignment, such cessation shall mean such assignee. Notwithstanding any such sale, be considered an assignment or transfersubletting requiring Landlord’s consent in accordance with this Section 5.6. 5.6.5 In the case of any assignment or subleasing as to which Landlord may consent (other than an assignment or subletting permitted under Section 5.6.4 above) such consent shall be upon the express and further condition, covenant and agreement, and Tenant hereby covenants and agrees that, in addition to the Annual Fixed Rent, Additional Rent and other charges to be paid pursuant to this Lease, fifty percent (50%) of the “Assignment/Sublease Profits” (hereinafter defined), if any, shall be paid to Landlord. The “Assignment/Sublease Profits” shall be the excess, if any, of (a) the “Assignment/Sublease Net Revenues” as hereinafter defined over (b) the Annual Fixed Rent, the obligations hereunder amount of Landlord’s Operating Expenses and the amount of Landlord’s Tax Expenses payable by Tenant as provided in this Lease (provided, however, that for the purpose of calculating the Assignment/Sublease Profits in the case of a sublease, appropriate prorations in the applicable Annual Fixed Rent, the amount of Landlord’s Operating Expenses and the amount of Landlord’s Tax Expenses payable by Tenant shall remain absolute be made based on the percentage of the Premises subleased and unconditional on the terms of the sublease). The “Assignment/Sublease Net Revenues” shall be the fixed rent, plus the amount of Landlord’s Operating Expenses and Landlord’s Tax Expenses payable either initially or over the term of the sublease or assignment plus all other payments and/or compensation paid to Tenant in connection with such subletting or assignment (excluding any compensation reasonably and equitably allocable to the sale of Tenant’s furniture, trade fixtures, equipment or other personal property), less the costs of Tenant incurred in such subleasing or assignment (the definition of which shall be limited to brokerage commissions, marketing and advertising costs, legal fees and alteration costs and allowances and rent concessions, in each case actually paid or incurred), as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment statement certified by an appropriate officer of Tenant and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none delivered to Landlord within thirty (30) days of the obligations commencement of Lessor hereunderthe sublease or assignment, deducted first before calculating the Assignment/Sublease Profits (so that Tenant recoups its expenses before sharing any profit). Any pledge, mortgage or grant All payments of security interest in the Equipment or assignment of this Lease Agreement Assignment/Sublease Profits due Landlord shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment made within fifteen (15) days of the Equipment receipt of same by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeTenant. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor TRANSFER, LIEN Lessee shall not sublicense any part of the Premises, or assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement or any portion hereof from time to a third-party assigneetime, subject and such transfer shall bind and inure to the terms benefit of its successors and conditions of this Lease Agreement including, but not limited to, assigns. It is agreed that Paramount is contracting the right to the quiet enjoyment technical skills and expertise of the Equipment by management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean if such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or change constituted an assignment of this Lease Agreement Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment transferable by operation of the Equipment by Lessee as set forth in Section 7.1 above. Lessorlaw, by reason of such pledgeany bankruptcy, mortgagebankruptcy act, grant insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of security interest the same be voluntary or collateral assignment, involuntary or judicial proceedings. Lessee shall not permit any lien to be relieved of imposed upon the Premises or upon any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 abovestructures or improvements thereon. Upon In the written request of Lessorevent a lien is imposed, Lessee shall acknowledge cause it to be discharged promptly. Lessee shall indemnify Paramount for any loss, expense or cost incurred by it in connection with any such obligations lien. Paramount retains the pledgeeright to create, mortgageeor permit mortgages, lienholder trust deeds, or assignee. 19.3 LESSEE SHALL NOT SELLother encumbrances to be imposed against and upon the Premises, TRANSFERany improvements thereon or interests therein, ASSIGNexcept against property owned by Lessee, SUBLEASEwhich encumbrances, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENTincluding principal, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessorinterest and costs and expenses in connection therewith, shall be voidprior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbrance.

Assignment; Sublease. 19.1 Lessor may sell(a) The Company shall have the right to assign, assign transfer, encumber or otherwise transfer all or any part dispose of its right, title and interest in and to the Equipment and/or this Lease Agreement or any interest therein or part thereof, with the written consent of the governing body of the Issuer, for any lawful purpose under the Act; provided, however, the prior written consent of the governing body of the Issuer shall not be required if such assignee is an affiliate (an entity that the Company controls, is controlled by, or is under common control with) of the Company. Notwithstanding any other provision of this Section or other provision in this Lease Agreement, the sole requirement of the Company with respect to a third-party assignee, subject an assignment to such an affiliate is to provide notice of such event within sixty (60) days thereafter to the terms Issuer. With respect to any other assignment, the Company shall comply with the following conditions: (1) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (2) Such assignment shall include the entire then unexpired term of this Lease Agreement and an assumption of all obligations of the Company under the Base Lease Agreement and this Lease Agreement; (3) A duplicate original of such assignment shall be delivered to the Issuer and the Trustee within ten (10) days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease Agreement includingon the part of the Company to be performed and observed; (4) At the time of any such assignment there shall be: (i) no damage or destruction to the Project which has not been repaired, but not limited torestored and replaced in accordance with the provisions of this Lease Agreement, unless any funds then held by the Company for the purposes of such repair, restoration and replacement are simultaneously transferred to the assignee and (ii) no unpaid taxes, assessments and similar charges under Section 6.2 hereof and unpaid Tax Payments under the Performance Agreement. Upon the satisfaction of the conditions set forth herein, the right assignor shall be relieved of all further liability occurring on and after the effective date of such assignment, provided that such assignment shall not relieve the assignor of its obligations pursuant to Section 10.5. The consent of the Issuer to any assignment, transfer, encumbrance or disposition described in this subsection (a) shall not be unreasonably withheld or delayed. (b) The Company shall have the right, without the written consent of the Issuer but with notice to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume Issuer and Trustee, to sublet all of the rights Project to a single entity for any lawful purpose under the Act. The Company shall have the right, without the consent of the Issuer, to sublet any part of the Project to more than one entity in the ordinary course of its business for any lawful purpose under the Act. No sublease of the Project shall release or discharge the Company from its primary liability for the payment of the Basic Rent and Additional Rent hereunder and the performance of each and all of the covenants and agreements herein contained, and its duties and obligations of Lessor under this Lease Agreement shall continue as if no such sublease had been made. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the Issuer and the Trustee a true and correct copy of each such sublease. Any sublease may provide, at the Company’s option, that the Issuer’s consent shall relieve Lessor therefromnot be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding If for any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign reason this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none the leasehold estate of the obligations Company hereunder is terminated by the Issuer by summary proceedings or otherwise in accordance with the terms of Lessor hereunder. Any pledgethis Lease Agreement, mortgage or grant of security interest in the Equipment or assignment Issuer covenants and agrees that such termination of this Lease Agreement shall be subject to not result in a termination of any sublease affecting the Project or any part or parts thereof and that they shall all continue for the duration of their respective terms and conditions hereof includingany extensions thereof as a direct lease between the Issuer hereunder and the sublessee thereunder, but not limited to, with the right to same force and effect as if the quiet enjoyment of the Equipment by Lessee Issuer hereunder had originally entered into such sublease as set forth in Section 7.1 abovelandlord thereunder. Lessor, by reason of Any such pledge, mortgage, grant of security interest or collateral assignment, sublessee shall not be relieved named or joined in any action or proceeding by the Issuer under this Lease Agreement to recover possession of the Project or for any other relief if such sublessee is not then in default under the terms of its obligations hereunder which shall remain absolute sublease beyond any applicable grace period for curing the same. The Issuer shall, upon request, execute, acknowledge and unconditional as set forth deliver such agreements evidencing and agreeing to the foregoing in Section 7.2 above. Upon a form reasonably satisfactory to the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORCompany. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, the Issuer required by this subsection (b) shall not be voidunreasonably withheld or delayed.

Assignment; Sublease. 19.1 Lessor may sellExcept as otherwise expressly provided herein, assign Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer all this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the like) the whole or any part of its right, title and interest in and to the Equipment and/or Premises. The following shall be deemed an assignment within the meaning of this Lease Agreement to a third-party assigneeSection 5.6, subject to the terms provisions of Section 5.6.4 below: (a) the merger or consolidation of Tenant into or with any other entity, or the sale of all or substantially all of its assets, and conditions (b) the establishment by the Tenant or a permitted successor or assign of this Lease Agreement includingone or more series of series of (1) members, but not managers, limited toliability company interests or assets, the right which may have separate rights, powers or duties with respect to the quiet enjoyment specified property or obligations of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all Tenant (or such successor or assignee) or profits or losses associated with specified property or obligations of the rights and Tenant (or such successor or assignee), pursuant to §18-215 of the Delaware Limited Liability Company Act, as amended, or similar laws of other states or otherwise, or (2) limited partners, general partners, partnership interests or assets, which may have separate rights, powers or duties with respect to specified property or obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean the Tenant (or such successor or assignee. Notwithstanding any such sale, assignment ) or transfer, the profits or losses associated with specified property or obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations Tenant (or such successor or assignee) pursuant to §17-218 of Lessor hereunderthe Delaware Revised Uniform Limited Partnership Act, as amended, or similar laws of other states or otherwise (a “Series Reorganization”). Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledgeassignment, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether hypothecation, transfer or subletting not expressly permitted in or consented to by operation of law or otherwiseLandlord under Section 5.6 shall, without the prior written consent of Lessorat Landlord’s election, be void; shall be voidof no force and effect; and shall confer no rights on or in favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the provisions hereof. The limitations of this Section 5.6 shall be deemed to apply to any guarantor(s) of this Lease.

Assignment; Sublease. 19.1 18.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 18.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. LessorLessee, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations to the pledgee, mortgagee, lienholder or assignee. 19.3 18.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor (a) The Developer may sellassign, assign transfer, encumber or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions dispose of this Lease Agreement including, but not limited toor any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the right Developer must obtain the City’s prior written consent before any such disposition, unless such disposition is to (i) any party related to the quiet enjoyment Developer or Balboa Real Estate Partners, L.L.C. or by one of the Equipment by Lessee as set forth relationships described in Section 7.1 above267(b) of the United States Internal Revenue Code of 1986, as amended, (ii) any party controlled by or under common control with the Developer or Balboa Real Estate Partners, L.L.C., (iii) any affiliated entity (including any joint venture) in which the Developer or Balboa Real Estate Partners, L.L.C. has an ownership interest, directly or indirectly or (iv) the Lender. Such Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Developer in this Lease. (b) With respect to any assignment, the Developer shall comply with the following conditions: (i) the Developer shall notify the City of the assignment in writing; (ii) such assignment shall be duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the rights terms, covenants and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment conditions of this Lease on the part of the Developer to be performed and observed. (c) Any assignee of all the rights of the Developer shall agree to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Developer and agreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the Bonds, the Developer shall be subject released from and have no further obligations under this Lease, the Base Lease, the Development and Performance Agreement or any other document related to the terms and conditions hereof including, but not limited toissuance of the Bonds. (d) Notwithstanding the foregoing, the right to the quiet enjoyment Developer may, in its ordinary course of business, sublease all or portions of the Equipment by Lessee Project to tenants without the prior consent of the City so long as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any the Developer remains obligated to perform all of its obligations hereunder which shall remain absolute under this Lease, the Base Lease and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeDevelopment and Performance Agreement. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sellExcept in connection with a Permitted Transfer (defined below), assign Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer all this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the like) the whole or any part of its rightthe Premises (a “Proposed Transfer”) without Landlord’s prior written consent, title and interest in and not to be unreasonably withheld, subject to the Equipment and/or following provisions. Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld, conditioned or delayed if the proposed transferee is a governmental entity or an occupant of the Building or an occupant of any other buildings within the same project or the Office Park or if the proposed transferee, whether or not an occupant of the Building or an occupant of any other buildings within the same project or the Office Park, is in discussions with Landlord regarding the leasing of space within the Building or within any other buildings within the same project or the Office Park. Any assignment, mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in or consented to by Landlord by a signed writing shall be void, ab initio, shall be of no force and effect, and shall confer no rights on or in favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the provisions hereof. 5.6.1. Any request for Landlord’s consent hereunder shall be accompanied by such information regarding any proposed assignee, subtenant or occupant (the “Transferee”) as Landlord shall require. In the event Tenant desires to assign this Lease Agreement or sublet the whole or part of the Premises, Tenant shall give Landlord a notice (a “Proposed Transfer Notice”) of any Proposed Transfer, and said notice shall specify the provisions of the Proposed Transfer, including (a) the name and address of the proposed assignee or subtenant, (b) such information as to the proposed assignee’s or proposed subtenant’s net worth and financial capability and standing as may be required for Landlord to make a third-party assigneedetermination (provided, subject however, that Landlord shall hold such information confidential having the right to release same to its officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all the terms and provisions upon which the Proposed Transfer is to be made, including, without limitation, the proposed rent, and (d) such other information as may be required by Landlord to determine that such proposed assignment or subletting complies with the requirements of this Lease. 5.6.2. Within thirty (30) days after receipt of the required information and documentation, Landlord shall either: (i) consent to the Proposed Transfer by execution of a consent agreement in a form designated by Landlord; (ii) refuse to consent to the Proposed Transfer in writing; or (iii) elect to recapture the portion of the Premises that Tenant is proposing to transfer or terminate the Lease if the entire Premises is being assigned or sublet by notifying Tenant of its election to recapture the Premises (“Landlord’s Recapture Notice”). If Landlord exercises its right to recapture (or terminate if the entire Premises is being assigned or sublet), (w) this Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, (x) Rent shall be apportioned, paid or refunded as of such date, (y) upon Landlord’s request, Tenant shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and conditions of this Lease Agreement includingas a result thereof, but not limited toand (z) Landlord may elect, in its discretion, to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant; provided, however, notwithstanding any provision contained herein to the contrary, Tenant shall have the right to the quiet enjoyment rescind its request to sublet all or a portion of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment Premises or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security assign its interest in the Equipment Lease by notifying Landlord, in writing, within ten (10) Business Days after Tenant’s receipt of Landlords’ Recapture Notice, and if Tenant timely rescinds said request to transfer, this Lease shall continue and full force and effect pursuant to the terms and conditions contained herein. (a) If Landlord shall consent in writing to the Proposed Transfer, as the case may be, then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant’s Proposed Transfer Notice, as given hereunder; provided, however, that if such assignment or sublease shall not be executed and delivered to Landlord within thirty (30) days after the date of Landlord’s consent, the consent shall be deemed null and void. Tenant may (i) assign this Lease Agreement as collateral. Each such pledgeeto a successor to Tenant by purchase, mortgageemerger, lienholder consolidation or assignee shall have any and reorganization (an “Ownership Change”), or (ii) assign this Lease or sublet all rights as may be assigned by Lessor but none or part of the obligations of Lessor hereunder. Any pledge18 C▇▇▇▇▇ Premises or the 14 C▇▇▇▇▇ Premises, mortgage as applicable, to (A) an Affiliate or grant of security interest in the Equipment or assignment of this Lease Agreement shall be (B) subject to the terms and conditions hereof includingcontained herein, but not limited to, in connection with the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation other disposition of law all or otherwisea substantial part of one or more of Tenant’s business units (a “Spin-Off Transfer”), without the consent of Landlord, provided that all of the following conditions are satisfied (each, a “Permitted Transfer”): (a) an Event of Default, or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default, has not occurred during the term; (b) in the event of (y) an Ownership Change, Tenant’s successor shall own substantially all of the assets of Tenant and have a net worth which is at least equal to Tenant’s net worth as of the day prior to the proposed Ownership Change or (z) a Spin-Off Transfer, the proposed transferee has a net worth which is at least equal to Tenant’s net worth as of the day prior to the proposed Spin-Off Transfer multiplied by a ratio, the numerator of which is equal to the rentable square footage that the proposed transferee will occupy pursuant to the Spin-Off Transfer and the denominator of which is equal to the approximate rentable square footage of the entire Premises (i.e., approximately 85,770 rentable square feet) (the “Spin-Off Transfer Net Worth Requirement”); (c) the use is only for the Permitted Use, as applicable; (d) all amounts received by Tenant under such assignment or subletting qualify as “rents from real property” for purposes of Section 512(b)(3) and 856(d) of the Code, and (e) Tenant shall give Landlord written notice at least thirty (30) Business Days prior to the effective date of the Permitted Transfer. Tenant’s notice to Landlord shall include information and documentation evidencing the Permitted Transfer and showing that each of the above conditions has been satisfied. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant (for such period of time as such entity continues to be controlled by, controlling or under common control with Tenant, it being agreed that the subsequent sale or transfer of stock resulting in a change in voting control, or any other transaction(s) having the overall effect that such entity ceases to be controlled by, controlling or under common control with Tenant, shall be treated as if such sale or transfer or transaction(s) were, for all purposes, an assignment of this Lease governed by the provisions of this Section). For the purposes of clarity, in the event that any such Spin-Off Transfer does not satisfy the Spin-Off Transfer Net Worth Requirement, then such Spin-Off Transfer shall not be considered a Permitted Transfer and shall be subject to Landlord’s prior written consent pursuant to the terms and conditions of Lessor, shall be voidthis Section 5.6.

Assignment; Sublease. 19.1 Lessor TRANSFER, LIEN Lessee shall not sublicense any part of the Premises, assign, transfer or encumber in any manner this Lease Agreement or any right, privilege, license or interest conferred hereby. Paramount may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement or any portion hereof from time to a third-party assigneetime, subject and such transfer shall bind and inure to the terms benefit of its successors and conditions of this Lease Agreement including, but not limited to, assigns. It is agreed that Paramount is contracting the right to the quiet enjoyment technical skills and expertise of the Equipment by management and employees of Lessee and any significant change in ownership or management of Lessee shall require the consent of Paramount as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean if such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or change constituted an assignment of this Lease Agreement Agreement. Neither this Lease Agreement, nor any right, privilege, license or interest conferred hereby shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment transferable by operation of the Equipment by Lessee as set forth in Section 7.1 above. Lessorlaw, by reason of such pledgeany bankruptcy, mortgagebankruptcy act, grant insolvency, receivership proceedings, attachment, execution, other judicial process or sale by or against Lessee, whether any of security interest the same be voluntary or collateral assignment, involuntary or judicial proceedings. Lessee shall not permit any lien to be relieved of imposed upon the Premises or upon any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 abovestructures or improvements thereon. Upon In the written request of Lessorevent a lien is imposed, Lessee shall acknowledge cause it to be discharged promptly. Lessee shall indemnify Paramount for any loss, expense or cost incurred by it in connection with any such obligations lien. Paramount retains the pledgeeright to create, mortgageeor permit mortgages, lienholder trust deeds, or assignee. 19.3 LESSEE SHALL NOT SELLother encumbrances to be imposed against and upon the Premises, TRANSFERany improvements thereon or interests therein, ASSIGNexcept against property owned by Lessee, SUBLEASEwhich encumbrances, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENTincluding principal, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessorinterest and costs and expenses in connection therewith, shall be voidprior to and superior to the interest of Lessee hereunder, and Lessee hereby agrees that this Lease Agreement is subject and subordinate to any such mortgage, trust deed or other encumbrance.

Assignment; Sublease. 19.1 18.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 18.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. LessorLessee, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations to the pledgee, mortgagee, lienholder or assignee. 19.3 18.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN WRITITEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations to the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sell▇. ▇▇▇▇▇▇ shall not without prior consent of Landlord assign, assign mortgage, pledge or otherwise transfer this Lease or make any sublease, or permit occupancy of the Premises or any part thereof by anyone other than Tenant. In connection with any request by Tenant for such consent to assignment or subletting, to submit to Landlord in writing ("Tenant's Sublease Notice") (i) the name of the proposed assignee or subtenant, (ii) such information as to its financial responsibility and standing as Landlord may reasonably require, and (iii) all of the terms and provisions upon which the proposed assignment or subletting is to be made. Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting to the specific assignee or subtenant set forth in Tenant's Sublease Notice, provided that (i) Tenant and the assignee or subtenant set forth in Tenant's Sublease Notice have executed an assignment or sublease including terms which do not differ materially from those set forth in Tenant's Sublease Notice within three (3) months of the date of such Notice, (ii) the terms and provisions of such assignment or subletting shall specifically make applicable to the assignee or sublessee all of the provisions of this Section 5.6 so that Landlord shall have against the assignee or sublessee all rights with respect to any further assignment and subletting which are set forth herein; (iii) the character of the proposed assignee or subtenant is consistent with the character of the Building and the proposed assignee or subtenant intends to use the Premises for the Permitted Uses; (iv) the proposed assignee or subtenant has a good reputation and relevant prior business experience; (v) in the event of an assignment, the proposed assignee has a net worth sufficient, in Landlord's reasonable determination, to satisfy the obligations of Tenant under this Lease; (vi) no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); (vii) no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance; (viii) no consent shall be deemed unreasonably withheld by Landlord to the extent the granting of consent might cause Landlord to be in default under any mortgage; and (ix) no assignment shall be binding upon Landlord or any of Landlord's mortgagees, unless Tenant shall deliver to Landlord an instrument in recordable form which contains a covenant of assumption by the assignee running to Landlord and all persons claiming by, through or under Landlord, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its liability as Tenant hereunder. In the event Tenant and the proposed assignee or sublessee have failed to execute a lease within three (3) months of the date of Tenant's Sublease Notice, ▇▇▇▇▇▇'s right to assign or sublet shall again be subject to the provisions of Section 5.6(A). Landlord shall be entitled to receive all amounts, whether characterized as consideration for the assignment, differences in rent, or otherwise, less all reasonable legal fees, brokerage commissions, buildout costs and administrative costs incurred in connection with the signing of the sublease or assignment, as evidenced by reasonably detailed invoices, received by Tenant in excess of the Annual Fixed Rent and additional rent reserved in this Lease applicable to the space being so assigned or sublet ("Excess Rent"). Excess Rent shall be payable by Tenant to Landlord in monthly installments within three (3) days after receipt by Tenant. Tenant shall reimburse Landlord promptly, as additional rent, for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. Landlord acknowledges that ▇▇▇▇▇▇ has a present intention of subleasing a portion of the Premises. Notwithstanding the foregoing, Tenant shall have the right to assign its interest in the Premises or to sublet the whole or any part of the Premises to any entity that controls, is controlled by, or is under common control with Tenant, or, provided the successor entity has a creditworthiness at least equal to that of Tenant on the day immediately preceding the transaction, in connection with the consolidation, merger or reorganization of Tenant or the sale by Tenant of substantially all of its rightstock or assets, title and interest in and none of the foregoing events shall the consent of Landlord be required; provided, however, that Tenant shall notify Landlord at least 30 days prior to the Equipment and/or this Lease Agreement applicable transaction and shall deliver to a third-party Landlord (i) the applicable assignment or sublease document, and (ii) reasonably detailed financial information regarding the transaction, and the assignee, subject to the terms and conditions of this Lease Agreement includingsubtenant, but not limited topurchaser or successor entity, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assigneeapplicable. Notwithstanding any such sale, assignment or transfersublease, the obligations hereunder Tenant shall remain absolute and unconditional as set forth in Section 7.2 aboveprimarily liable under this Lease. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sellThis Agreement shall not be assigned, assign or otherwise transfer nor shall all or a portion of the Leased Premises be subleased, by Tenant without the express written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing or anything to the contrary in this Lease, it is agreed that Tenant shall have the right, without the prior consent of Landlord, to assign this Lease or sublet any part of its or all of the Leased Premises to an Affiliate (as defined below) (a “Permitted Assignment”), provided that Tenant notifies Landlord within thirty (30) days following any Permitted Assignment. So long as the Affiliate assumes in full the obligations of Tenant under this Lease in a writing delivered to Landlord, Tenant shall be relieved of all liability hereunder. Any assignee under a Permitted Assignment shall be entitled to all of Tenant’s right, title and interest in and to the Equipment and/or under this Lease Agreement to a third-party assigneeLease, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of to exercise any options to renew or extend the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment term of this Lease Agreement as provided herein. An “Affiliate” shall mean (i) a wholly owned subsidiary of Tenant, (ii) the parent of Tenant, or (iii) any corporation into or with which Tenant may be subject merged or consolidated and that has a credit rating equal to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneebetter than Tenant. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor (a) The Company may sellassign, assign transfer, encumber or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions dispose of this Lease Agreement including, but not limited toor any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the right Company must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company in this Lease Agreement. (b) With respect to any assignment, the Company or the Lender, as applicable, shall comply with the following conditions: (i) the Company shall notify the City of the assignment in writing; (ii) such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the quiet enjoyment of City and the Equipment Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by Lessee as set forth the assignee and in Section 7.1 above. Such proper form for recording, by which the assignee shall assume all of the rights terms, covenants and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment conditions of this Lease on the part of the Company to be performed and observed. (c) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be subject released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the terms and conditions hereof includingissuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, but not limited toas amended by Ordinance No. , the right City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the quiet enjoyment Bonds to accommodate separate ownership and financing of various portions of the Equipment by Lessee Project. (d) Notwithstanding the foregoing, the Company may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any the Company remains obligated to perform all of its obligations hereunder which shall remain absolute under the Lease and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneePerformance Agreement. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor (a) The Company may sellassign, assign transfer, encumber or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions dispose of this Lease Agreement including, but not limited toor any interest herein or part hereof for any lawful purpose under the Act. With respect to any assignment, the right Company shall comply with the following conditions: (1) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (2) Such assignment shall include the entire then unexpired term of this Lease; and (3) A duplicate original of such assignment shall be delivered to the quiet enjoyment of City and the Equipment Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by Lessee as set forth the assignee and in Section 7.1 above. Such proper form for recording, by which the assignee shall assume all of the rights terms, covenants and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment conditions of this Lease Agreement on the part of the Company to be performed and observed. (b) The Company shall have the right to sublet all or any part of the Project Equipment to a single entity for any lawful purpose under the Act. The Company shall, within ten (10) days after the delivery thereof, furnish or cause to be subject furnished to the terms City and conditions hereof includingthe Trustee a true and correct copy of each such sublease. Any sublease may provide, but not limited toat the Company’s option, for further subletting by the sublessee thereunder, without the consent of the City, if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act. (c) Notwithstanding the foregoing, the right to the quiet enjoyment of the Equipment by Lessee as set forth Company to assign or sublease any interests in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, this Lease without the prior written consent of Lessorthe City shall only apply to assignments made to an entity that satisfies the requirements of Section 10.7 hereof. Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be voidreleased from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds.

Assignment; Sublease. 19.1 Lessor may sellExcept as otherwise expressly provided herein, assign Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer all this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the like) the whole or any part of its rightthe Premises. Any assignment, title mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in or consented to by Landlord under this Section 5.6 shall, at Landlord’s election, be void; shall be of no force and interest effect; and shall confer no rights on or in and favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the Equipment and/or provisions hereof. The limitations of this Section 5.6 shall be deemed to apply to any guarantor(s) of this Lease. 5.6.1 Notwithstanding the provisions of Section 5.6 above, in the event Tenant desires to assign this Lease Agreement or to sublet all or any portion of the Premises, Tenant shall give Landlord notice (the “Proposed Transfer Notice”) of any proposed sublease or assignment, and said notice shall specify the provisions of the proposed assignment or subletting, including (a) the name and address of the proposed assignee or subtenant, (b) in the case of a third-party proposed assignment or subletting pursuant to Section 5.6.3 below, such information as to the proposed assignee’s or proposed subtenant’s net worth and financial capability and standing as may reasonably be required for Landlord to make the determination referred to in said Section 5.6.3 (provided, subject however, that Landlord shall hold such information confidential having the right to release same to its officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all of the terms and conditions provisions upon which the proposed assignment or subletting is to be made, (d) in the case of a proposed assignment or subletting pursuant to Section 5.6.3 below, all other information reasonably necessary to make the determination referred to in said Section 5.6.3 and (e) in the case of a proposed assignment or subletting pursuant to Section 5.6.4 below, such information as may be reasonably required by Landlord to determine that such proposed assignment or subletting complies with the requirements of said Section 5.6.4. 5.6.2 In the event of a proposed assignment of this Lease Agreement includingor sublease of the entirety of the Premises for all or substantially all of the then-remaining Term, but not limited to, Landlord shall have the right at its sole option, to be exercised within thirty (30) days after receipt of a Proposed Transfer Notice meeting the quiet enjoyment requirements of Section 5.6.1 above (the Equipment by Lessee “Review Period”), to terminate this Lease as of a date specified in a notice to Tenant, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s notice to Tenant; provided, however, that upon the termination date as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. ThereafterLandlord’s notice, all references obligations relating to Lessor herein the period after such termination date (but not those relating to the period before such termination date) shall mean such assigneecease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the termination date. Notwithstanding any such sale, assignment or transfer, In the obligations hereunder event that Landlord shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all not exercise its termination rights as may be assigned by Lessor but none aforesaid, or shall fail to give any or timely notice pursuant to this Section the provisions of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.Sections 5.6.3,

Assignment; Sublease. 19.1 17.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment use of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations of Lessee hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 17.2 Lessor may also also, to the extent if its interest therein, pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment use of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations to the pledgee, mortgagee, lienholder or assignee. 19.3 17.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sell(a) Without prior written consent of Landlord, assign not to assign, mortgage, pledge or otherwise transfer (directly or indirectly) this Lease or its rights hereunder, or to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, except that Tenant may assign this Lease without Landlord’s consent (but with at least thirty (30) days’ prior written notice to Landlord) to (i) an entity controlling, controlled by or under common control with Tenant, or (ii) an entity purchasing all of Tenant’s business, assets and liabilities, or (iii) an entity that succeeds to the interests of Tenant under this Lease by way of merger, consolidation, or corporate reorganization (each entity described in clauses (i), (ii) and (iii) of this sentence, a “Tenant Affiliate”), only if such Tenant Affiliate has a net worth at least equal to that of Tenant as of the date of this Lease. In connection with any proposed assignment or subletting, Tenant shall submit to Landlord in writing (i) the name of the proposed assignee or sublessee, (ii) such information as to its financial responsibility and standing as Landlord may reasonably require, (iii) all of the terms and provisions upon which the proposed assignment or subletting is to be made; and (iv) the nature of its business and proposed use of the Premises. Tenant shall supply such additional information as Landlord reasonably requests. (b) Tenant shall not offer to make or enter into negotiations with respect to an assignment or sublease (i) to any tenant in the Building or the adjacent building at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, (ii) to any party with whom, to Tenant’s knowledge (after first consulting with Landlord), Landlord is then negotiating (or with which it has negotiated in the last six months) with respect to space in the Building or such adjacent building, (iii) to any party which would be of such type, character or condition as to be inappropriate as a tenant for a comparable office building, or (iv) unless the aggregate rent payable to Tenant equals or exceeds the then prevailing market rate rent for assigning or subleasing (as applicable) space comparable to the Premises in comparable office buildings in the Boston Metropolitan area. (c) If Tenant intends to assign this Lease or sublease all or any part of the Premises, it shall notify Landlord thereof together with identification of the space involved and the contemplated economic terms, and Landlord shall have the option, exercisable by notice to Tenant (a “Termination Notice”) given within thirty (30) days after receipt of any such notification and information, to terminate this Lease as of a date specified in such Termination Notice, which date shall not be less than thirty (30) or more than ninety (90) days after the date of such Termination Notice. If Tenant does not thereafter notify Landlord within two (2) business days following Tenant’s receipt of such Termination Notice that Tenant no longer intends to assign this Lease or sublease all or any part of the Premises, as applicable, Landlord may exercise its right, title and interest in and right to terminate this Lease pursuant to the Equipment and/or applicable provisions of this paragraph. If Tenant does so notify Landlord, then Landlord’s Termination Notice shall be deemed waived and of no further force or effect, and this Lease Agreement shall continue in accordance with its terms. In no event shall Landlord’s right of recapture apply in case of a sublease or assignment to a third-party assigneeTenant Affiliate. (d) If Landlord does not exercise its right to terminate this Lease pursuant to the foregoing provisions, subject Landlord shall not unreasonably withhold or delay its consent to an assignment or subletting consistent with the information supplied by Tenant in its notification, provided that the terms and conditions provisions of this Lease Agreement including, but not limited to, the right such assignment or subletting shall specifically make applicable to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume or sublessee all of the provisions of this Section 5.6 so that Landlord shall have against the assignee or sublessee all rights with respect to any further assignment and obligations subletting which are set forth herein; no assignment or subletting shall affect the continuing primary liability of Lessor Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in a subsequent instance; and no assignment shall be binding upon Landlord or any of Landlord’s mortgagees, unless Tenant shall deliver to Landlord an instrument in recordable form which contains a covenant of assumption by the assignee running to Landlord and all persons claiming by, through or under Landlord and Landlord and all of its mortgagees decide, in their sole discretion, to accept such assumption, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge assignee from its liability as Tenant hereunder. Should Landlord exercise its right to terminate this Lease Agreement to only a portion of the Premises, Tenant shall be obligated to reimburse Landlord for the cost of demising walls, doors and partitions in compliance with applicable codes and at Building standard finishes. (e) It shall relieve Lessor therefrom. Thereafter, all references be reasonable for Landlord to Lessor herein shall mean such assignee. Notwithstanding refuse consent to any such sale, assignment or transfersublease to any governmental agency or to any entity which by reputation or expected use is not comparable to other types of tenants in the Building or to an entity which is a tenant of the Property or the adjacent building at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, or to an entity which does not have, in Landlord’s sole good faith determination, a satisfactory financial condition in relation to the obligations hereunder shall remain absolute and unconditional as set forth to be assumed under the assignment or sublease or if the assignment or sublease would cause Landlord to be in Section 7.2 above. 19.2 Lessor may also pledgeviolation or any laws or any other lease, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateralother agreement. Each such pledgeeIf Tenant disputes Landlord’s decision to deny consent to an assignment or sublease, mortgagee, lienholder or assignee Tenant’s sole remedy shall have any and all rights as may be assigned by Lessor but none to seek injunctive relief. Without limitation of the obligations rights of Lessor Landlord hereunder. Any pledge, mortgage or grant of security interest in the Equipment or if there is an assignment of this Lease Agreement by Tenant or a subletting of the Premises by Tenant to any person or entity other than a Tenant Affiliate at a rent which, in either case, exceeds the rent payable hereunder by Tenant, Tenant shall be subject pay to the terms and conditions hereof includingLandlord, but not limited toas additional rent, fifty percent (50%) of such excess rent (after deducting therefrom any reasonable costs incurred by Tenant for brokerage commissions, legal fees or fit up work or allowances in connection with such assignment or subletting). For purposes of this Section 5.6, the right term “rent” shall mean all Fixed Rent, additional rent or other payment and/or consideration payable to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeTenant. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor (a) The Developer may sellassign, assign transfer, encumber or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions dispose of this Lease Agreement including, but not limited toor any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the right Developer must obtain the City’s prior written consent before any such disposition, unless such disposition is to (i) Balboa Real Estate Partners, L.L.C. or any affiliated entity (including any joint venture) in which Balboa Real Estate Partners, L.L.C. has an ownership interest, directly or indirectly or (ii) the Lender. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Developer in this Lease. (b) With respect to any assignment, the Developer or the Lender, as applicable, shall comply with the following conditions: (i) the Developer shall notify the City of the assignment in writing; (ii) such assignment shall be duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the quiet enjoyment of City and the Equipment Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by Lessee as set forth the assignee and in Section 7.1 above. Such proper form for recording, by which the assignee shall assume all of the rights terms, covenants and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment conditions of this Lease on the part of the Developer to be performed and observed. (c) Any assignee of all the rights of the Developer shall agree to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Developer and agreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the Bonds, the Developer shall be subject released from and have no further obligations under this Lease, the Base Lease, the Development and Performance Agreement or any other document related to the terms and conditions hereof including, but not limited toissuance of the Bonds. (d) Notwithstanding the foregoing, the right to the quiet enjoyment Developer may, in its ordinary course of business, sublease all or portions of the Equipment by Lessee Project to tenants without the prior consent of the City so long as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any the Developer remains obligated to perform all of its obligations hereunder which shall remain absolute under this Lease, the Base Lease and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeDevelopment and Performance Agreement. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sellTenant shall not assign, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security -------------------- otherwise encumber this lease or sublease any part or all of the Premises without Landlord's prior written consent, which shall not be unreasonably withheld or delayed, nor shall any transfer of Tenant's interest in the Equipment Premises by operation of law occur or be allowed to occur. Notwithstanding Landlord's consent to any of the foregoing, Tenant shall remain liable to Landlord for payment of rental then due and assign thereafter to become due and the performance of all other obligations of Tenant hereunder for the balance of the term hereof. Tenant agrees that, upon making any permitted assignment or subletting under this Lease, Tenant shall promptly furnish Landlord with an executed counterpart of the instrument of assignment or subletting. As a condition of any assignment or subletting, the assignee and/or subtenant must assume and agree in writing to perform all of the terms, conditions and provisions as contained in this Lease Agreement as collateralon the Tenant's part to be performed. Each such pledgee, mortgagee, lienholder or assignee shall have Landlord's consent to any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledgeforegoing shall not release or waive the prohibition against it thereafter or constitute a consent to any other assignment, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest encumbrance, transfer, or collateral assignmentsublease. If this Lease be assigned, or if the Premises or any part thereof be subleased or occupied by anybody other than Tenant, whether with or without Landlord's consent, Landlord may collect from the assignee, sublessee, or occupant, any rental or other charges payable by Tenant under this Lease and not timely paid by Tenant, and apply the amount collected to the rental and other charges herein reserved, but such collection by Landlord shall not be relieved deemed an acceptance of the assignee, sublessee, or occupant as a tenant, nor a consent to such assignment or sublease or occupancy, nor a release of Tenant from the performance by Tenant of this Lease. Notwithstanding the forgoing paragraph, Tenant may assign all or part of this Lease, or sublease all or part of the Premises, to (a) any corporation which has the power to direct Tenant's management and operation, or any corporation whose management and operation is controlled by Tenant, or (b) any corporation a majority of whose voting stock is owned by Tenant, or (c) any corporation in which or with which Tenant, its obligations hereunder which shall remain absolute corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation of corporations, so long as the liabilities of the corporations participating in such merge or consolidation are assumed by the corporation surviving such merger or created by such consolidation, or (d) any corporation acquiring this Lease and unconditional as set forth in Section 7.2 above. Upon the written request a substantial portion of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeTenant's assets. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and (a) Without limiting Issuer’s consents to the Equipment and/or this Sublease and the Amended and Restate Lease Agreement and the Permitted Encumbrances stated hereinabove, the Tenant shall have the right to a third-party assigneeassign, subject to the terms and conditions transfer, encumber or dispose of this Lease Agreement includingor any interest therein or part thereof, but not limited towith the written consent of the Issuer, for any lawful purpose under the Act. With respect to any assignment, the right Tenant shall comply with the following conditions: (1) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (2) Such assignment shall include the entire then unexpired term of this Lease; (3) A duplicate original of such assignment shall be delivered to the quiet enjoyment of Issuer and the Equipment Trustee within ten (10) days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by Lessee as set forth the assignee in Section 7.1 above. Such proper form for recording, by which the assignee shall assume all of the rights terms, covenants and conditions of this Lease on the part of the Tenant to be performed and observed; (4) At the time of any such assignment there shall be no damage or destruction to the Project which has not been repaired, restored and replaced in accordance with the provisions of this Lease, unless any funds then held by the Tenant for the purposes of such repair, restoration and replacement are simultaneously transferred to the assignee. Upon the satisfaction of the conditions set forth herein, the assignor shall be relieved of all further liability occurring on and after the effective date of such assignment, provided that such assignment shall not relieve the assignor of its obligations pursuant to Sections 7.5 and 10.5. The consent of the Issuer to any assignment, transfer, encumbrance or disposition described in this subsection (a) shall not be unreasonably withheld or delayed. (b) Without limiting Issuer’s consents to the Sublease and the Amended and Restate Lease and the Permitted Encumbrances stated hereinabove, the Tenant shall have the right, with the written consent of the Issuer and notice to the Trustee, to sublet all of the Project to a single entity for any lawful purpose under the Act. The Tenant shall have the right, without the consent of the Issuer, to sublet any part of the Project to more than one entity in the ordinary course of its business for any lawful purpose under the Act. Except where specifically provided elsewhere in this Lease as to Subtenant’s obligations hereunder, no sublease of the Project shall release or discharge the Tenant from its primary liability for the payment of the Basic Rent and Additional Rent hereunder and the performance of each and all of the covenants and agreements herein contained, and its duties and obligations of Lessor under this Lease Agreement shall continue as if no such sublease had been made. The Tenant shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the Issuer and the Trustee a true and correct copy of each such sublease other than the Sublease or the Amended and Restated Lease. Any such sublease may provide, at the Tenant’s option, that the Issuer’s consent shall relieve Lessor therefromnot be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act. Thereafter, all references to Lessor herein Any consent of the Issuer required by this subsection (b) shall mean such assigneenot be unreasonably withheld or delayed. Notwithstanding any such sale, assignment or transferother provision of the Lease, the obligations hereunder shall remain absolute Indenture or any related documents to the contrary, (i) the Sublease and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in (ii) the Equipment Amended and assign this Restated Lease Agreement as collateral. Each such pledgeedated February 12, mortgagee2013 between Subtenant and Kansas Athletics, lienholder or assignee shall have any Inc., are hereby approved and all rights as may be assigned consented to by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeIssuer. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor (a) The Developer may sellassign, assign transfer, encumber or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions dispose of this Lease Agreement including, but not limited toor any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the right Developer must obtain the City’s prior written consent before any such disposition, unless such disposition is to (i) any party related to the quiet enjoyment Developer or Balboa Real Estate Partners, L.L.C. or by one of the Equipment by Lessee as set forth relationships described in Section 7.1 above267(b) of the United States Internal Revenue Code of 1986, as amended, (ii) any party controlled by or under common control with the Developer or Balboa Real Estate Partners, L.L.C., (iii) any affiliated entity (including any joint venture) in which the Developer or Balboa Real Estate Partners, L.L.C. has an ownership interest, directly or indirectly or (iv) the Lender. Such Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Developer in this Lease. (b) With respect to any assignment, the Developer, shall comply with the following conditions: (i) the Developer shall notify the City of the assignment in writing; (ii) such assignment shall be duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the rights terms, covenants and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment conditions of this Lease on the part of the Developer to be performed and observed. (c) Any assignee of all the rights of the Developer shall agree to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Developer and agreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the Bonds, the Developer shall be subject released from and have no further obligations under this Lease, the Base Lease, the Development and Performance Agreement or any other document related to the terms and conditions hereof including, but not limited toissuance of the Bonds. (d) Notwithstanding the foregoing, the right to the quiet enjoyment Developer may, in its ordinary course of business, sublease all or portions of the Equipment by Lessee Project to tenants without the prior consent of the City so long as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any the Developer remains obligated to perform all of its obligations hereunder which shall remain absolute under this Lease, the Base Lease and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeDevelopment and Performance Agreement. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sell, Tenant shall not assign or otherwise transfer all its rights under this Lease nor sublet the whole or any part of its rightthe Premises without Landlord's prior written consent. In the event that Landlord grants such consent, title Tenant shall remain primarily liable to Landlord for the payment of all rent and interest for the full performance of the obligations under this Lease. Tenant shall be responsible for payment of all reasonable costs incurred by Landlord in connection with any such request for Landlord's consent to a proposed assignment or subletting, as provided in Paragraph 11.5. Landlord shall not incur any costs related to Tenant’s request in this Section 7.3 without providing Tenant with a written estimate for Tenant’s review and written approval. Any assignment or subletting which does not conform with this Paragraph 7.3 shall be void and a default hereunder. In addition to, but not in limitation of, the foregoing: in the event of a request by Tenant for Landlord's consent to a proposed assignment of the Lease or a proposed subletting Landlord, at Landlord's sole option, may cancel the Lease with respect to the Equipment and/or this Lease Agreement area in question for the proposed term of such sublease. Landlord shall exercise any such option by written notice given to a third-party assigneeTenant within thirty (30) days after Landlord's receipt of such request from Tenant, subject and in each case such termination or cancellation shall take effect as of the date set forth in Tenant's proposed sublease agreement with sublessee. If Landlord exercises any such option to terminate or cancel the terms and conditions Lease, Tenant shall surrender possession of the portion of the Premises to which the termination or cancellation applies on or before the date set forth in Landlord's notice, in accordance with the provisions of this Lease Agreement including, but not limited to, the right relating to the quiet enjoyment surrender of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all Premises at expiration of the rights and obligations of Lessor under this Term. If the Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references is cancelled as to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none portion of the obligations Premises only, Base Rent after the date of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement such cancellation shall be subject abated on a pro-rata basis, as determined by Landlord, and Tenant's Percentage shall be proportionally reduced. Landlord's failure to exercise such option to terminate or cancel the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, Lease shall not be relieved of any of construed as Landlord's consent to the proposed assignment or subletting. If Landlord allows Tenant to sublease, Tenant shall remain liable for its obligations hereunder which under this Lease. Notwithstanding the foregoing, if Landlord provides notice of intent to cancel or terminate the portion under consideration for the sublease, Tenant may within five (5) days from receipt of notice rescind its request to sublease and Landlord will have no right to terminate or cancel the space under consideration in the assignment or subletting request. Notwithstanding the foregoing, Landlord's consent shall not be required in the event Tenant assigns this Lease or subleases the Premises to (i) an affiliate under common control with Tenant, or (ii) an entity resulting from a corporate merger, non-bankruptcy reorganization or recapitalization, provided that the net worth of such affiliate or entity is equal to or greater than Tenant's net worth at the time this Lease is signed, as verified by Landlord. Additionally, Tenant shall remain absolute and unconditional as set forth in Section 7.2 aboveliable for its obligations under this Lease. Upon the Tenant shall provide Landlord at least thirty (30) days' written request notice of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder assignment or assigneesublease. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor (a) The Developer may sellassign, assign transfer, encumber or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions dispose of this Lease Agreement including, but not limited toor any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the right Developer must obtain the City’s prior written consent before any such disposition, unless such disposition is to (i) Opus Development CompanyBalboa Real Estate Partners, L.L.C. or any affiliated entity (including any joint venture) in which Opus Development CompanyBalboa Real Estate Partners, L.L.C. has an ownership interest, directly or indirectly or (ii) the Lender. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Developer in this Lease. (b) With respect to any assignment, the Developer or the Lender, as applicable, shall comply with the following conditions: (i) the Developer shall notify the City of the assignment in writing; (ii) such assignment shall be duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the quiet enjoyment of City and the Equipment Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by Lessee as set forth the assignee and in Section 7.1 above. Such proper form for recording, by which the assignee shall assume all of the rights terms, covenants and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment conditions of this Lease on the part of the Developer to be performed and observed. (c) Any assignee of all the rights of the Developer shall agree to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Developer and agreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the Bonds, the Developer shall be subject released from and have no further obligations under this Lease, the Base Lease, the Development and Performance Agreement or any other document related to the terms and conditions hereof including, but not limited toissuance of the Bonds. (d) Notwithstanding the foregoing, the right to the quiet enjoyment Developer may, in its ordinary course of business, sublease all or portions of the Equipment by Lessee Project to tenants without the prior consent of the City so long as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any the Developer remains obligated to perform all of its obligations hereunder which shall remain absolute under this Lease, the Base Lease and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeDevelopment and Performance Agreement. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sellThis Lease shall inure to the benefit of and shall be binding upon the Parties and their respective successors and assigns; provided, assign or otherwise transfer all however, that neither this Lease or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned or sublet by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledgeParty, whether by operation of law directly or otherwiseindirectly, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, except as follows: (a) Each of Lessor and Lessee shall have the right to assign and delegate its obligations under this Lease to an Affiliate of such Party without the consent of the other, provided that the assigning Party shall remain liable for its obligations hereunder. (b) Either Lessor or Lessee shall have the right to assign its rights and delegate its obligations under this Lease to a successor to the Entire Business of the assigning Party, whether through merger, joint venture, purchase or otherwise, without the consent of the other Party. (c) Lessee shall have the right to assign its rights and delegate its obligations to a purchaser or assignee of the entire and total ownership interest of the Propane Assets, without the consent of Lessor. (d) Lessor shall have the right to assign its rights and delegate its obligations to a purchaser or assignee of the entire and total interest in the Facility where the assigned rights and delegated obligations are to be performed, without the consent of Lessee. (e) All of Lessee’s rights and obligations under this Lease shall automatically and without further act be assigned to and assumed by any successor in interest, owner, or subsequent purchaser of the Propane Assets; provided, that the assignee must meet the criteria set forth in either (a), (b) or (c) above. (f) All of Lessor’s rights and obligations under this Lease shall automatically and without further act be assigned to and assumed by any successor in interest, owner, or subsequent purchaser of the Facility; provided, that the assignee must meet the criteria set forth in either (a), (b) or (d) above. (g) An assignment of rights and delegation of obligations hereunder shall become effective upon delivery to the Lessor or Lessee, as the case may be, of a properly executed assignment and assumption agreement evidencing the assignment and delegation. (h) An assignor shall be voidautomatically released from its liabilities under this Lease without the written consent of the other Party if: (i) the assignee is a successor to the assigning Party as set forth in either (b), (c) or (d), as applicable; and (ii) the assignee agrees to perform all of assignor’s obligations under the Lease in all respects, in a binding written document duly executed by or on behalf of such assignee; provided, however, that in no event shall any assignor be released from any pre-assignment Claims under this Lease without the separate written consent of the other.

Assignment; Sublease. 19.1 Lessor may sell(a) Tenant shall not assign, assign mortgage, pledge or otherwise transfer all this Lease or make any sublease of the Premises, or permit occupancy of any part thereof by anyone other than Tenant (any such act being referred to herein as a “Transfer” and the other party with whom Tenant undertakes such act being referred to herein as a “Transferee”) without the prior written consent of its rightLandlord, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assigneewhich consent shall not be unreasonably withheld, conditioned or delayed, subject to the terms and conditions other provisions of this Lease Agreement includingSection 6.3, but Any Transfer or attempted Transfer not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume compliance with all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in this Section 7.1 above. Lessor6.3 shall be void, by reason and shall be a default under this Lease. (b) If (a) no Event of Default then exists under this Lease and (b) the successor to Tenant or the transferee of or successor to any of Tenant’s rights hereunder has a tangible net worth computed in accordance with generally accepted accounting principles at least equal to the greater of the tangible net worth of Tenant as of the Effective Date or immediately prior to such pledgemerger, mortgageconsolidation or transfer, grant of security interest then Tenant may, without Landlord’s consent, assign the Lease or collateral assignmentsublease the Premises to an Affiliate (as hereinafter defined) provided that (x) Tenant or the assignee or sublessee, shall not be relieved as the case may be, provides Landlord with prior written notice of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder assignment or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without and (y) any assignee (other than an assignee that succeeds to Tenant’s obligations by operation of law) agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the prior written consent obligations of Lessor, shall be voidTenant hereunder.

Assignment; Sublease. 19.1 17.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment use of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations of Lessee hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 17.2 Lessor may also also, to the extent of its interest therein, pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment use of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations to the pledgee, mortgagee, lienholder or assignee. 19.3 17.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sell(a) Tenant shall not assign, assign mortgage, pledge or otherwise transfer all this Lease or make any sublease of the Premises, or permit occupancy of any part thereof by anyone other than Tenant (any such act being referred to herein as a “Transfer” and the other party with whom Tenant undertakes such act being referred to herein as a “Transferee”) without the prior written consent of its rightLandlord, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assigneewhich consent shall not be unreasonably withheld, conditioned, or delayed, subject to the terms and conditions other provisions of this Lease Agreement including, but Section 6.3. Any Transfer or attempted Transfer not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume compliance with all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in this Section 7.1 above. Lessor6.3 shall be void, and shall be a default under this Lease. (b) If (a) no Event of Default then exists under this Lease, (b) Tenant has not previously assigned or transferred any interest in this Lease to an entity that is not an Affiliate, and (c) the successor to Tenant (other than an Affiliate, provided that any such Transfer to an Affiliate shall only be permitted if the Affiliate in question is an on-going operating entity (and not a holding company) which then intends to occupy a substantial part of the Premises and such transaction is not effectuated for purposes of avoiding the requirements of this Section 6.3) or the transferee of or successor to any of Tenant’s rights hereunder has a tangible net worth computed in accordance with generally accepted accounting principles at least equal to the greater of the tangible net worth of Tenant as of the Effective Date or immediately prior to such merger, consolidation or transfer, then Tenant may, without Landlord's consent, assign the Lease or sublease the Premises to (i) an Affiliate (as hereinafter defined), (ii) an entity surviving Tenant by reason merger or other consolidation, or (iii) an entity acquiring all or substantially all of the business or assets of Tenant (each, a “Permitted Transferee”); provide, in any such pledgecase, mortgagethat (x) Tenant or the assignee or sublessee, grant of security interest or collateral assignmentas the case may be, shall not be relieved provides Landlord with prior written notice of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder assignment or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without (y) any assignee (other than an assignee that succeeds to Tenant’s obligations by operation of law) agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the prior written consent obligations of LessorTenant hereunder, and (z) such transfer is for a good business purpose and not principally for the purpose of transferring the Lease. As used herein, “tangible net worth” shall be voidmean the aggregate assets of Tenant excluding all intangible assets, including, but not limited to, goodwill, licenses, trademarks, patents, copyrights, organization costs, appraisal surplus, officer, stockholder, related entity and employee advances or receivables, mineral rights and the like, less liabilities, all determined in accordance with generally accepted accounting principles.

Assignment; Sublease. 19.1 (a) Lessor may sell, assign or otherwise therwise -------------------- transfer all or any part of its right, title and interest in and to the Equipment and/or or in this Lease Agreement or any related agreements, including the Security Agreement, to a third-party assignee, subject to the terms and conditions of this Lease Agreement Agreement, including, but not limited to, the right to use or to purchase the quiet enjoyment of Senior Ownership Interest in the Equipment by Lessee as set forth in Section 7.1 aboveLessee. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and Agreement, but Lessor shall relieve Lessor therefromnot be released therefrom absent a release executed by the Lessee. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations of Lessee hereunder shall remain absolute and unconditional as set forth in Section 7.2 abovethis Agreement. 19.2 (b) Lessor may also also, to the extent of its interest therein, pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof hereof, including, but not limited to, the right to the quiet enjoyment use of the Equipment by Lessee as set forth in Section 7.1 aboveLessee. Lessor, by reason of such pledge, mortgage, mortgage or grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder hereunder, which shall remain absolute and unconditional as set forth in Section 7.2 aboveherein. Upon the written request of Lessor, Lessee shall acknowledge such obligations to the pledgee, mortgagee, lienholder or assignee. 19.3 (c) LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENTEQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. ANY SUCH SALE, TRANSFER, ASSIGNMENT, SUBLEASE, CONVEYANCE OR PLEDGE, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be voidSHALL BE VOID.

Assignment; Sublease. 19.1 Lessor may sellSublessor shall have the right to assign, assign or otherwise transfer and has assigned to Agent concurrently with entering into this Sublease, all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms Sublease and conditions of this Lease Agreement including, but not limited to, shall have the right to grant and has granted to Agent for the quiet enjoyment benefit of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant Lessors a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject Sublease Items to the terms and conditions hereof includingAgent (in this capacity, but not limited to"Assignee", the right which term shall also be deemed to refer to any successor or assign of Agent in such capacity) pursuant to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 aboveLease. Lessor, by reason of such pledge, mortgage, Such assignment and grant of security interest or collateral assignment, shall (i) be superior to Sublessee's rights hereunder; (ii) not be relieved relieve Sublessor of any of its obligations hereunder which shall remain absolute hereunder; and unconditional as set forth in Section 7.2 above(iii) not be construed to be an assumption by Assignee of any obligations of Sublessor hereunder. Upon the written request of LessorAssignee, Lessee Sublessee shall acknowledge make all payments of rent directly to Assignee, at such obligations address as Assignee shall specify. Sublessee shall, upon request, execute and deliver such instruments and take such other action as may reasonably be requested to protect Sublessor's or Assignee's interests. This Sublease shall not be amended, modified or waived without the pledgeeconsent of Assignee. Sublessee acknowledges that this Sublease has been assigned, mortgageeand a security interest in the Sublease Items has been granted, lienholder to Agent under the Lease. Sublessee shall not assign any right or assignee. 19.3 LESSEE SHALL NOT SELLinterest in this Sublease. Except as expressly provided in this Section 6, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, any further assignment, sublease, conveyance sublease or pledge, whether by operation transfer of law the Sublease or otherwise, without of all or any portion of the prior written consent of Lessor, shall be voidSublease Items is prohibited.

Assignment; Sublease. 19.1 Lessor (a) The Company may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgeein whole or in part, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none without the necessity of obtaining the consent of the obligations of Lessor hereunder. Any pledgeTrustee, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject subject, however, to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment each of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, following conditions: (i) The Company shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without obtain the prior written consent of Lessorthe City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an entity controlled by or under common control with or controlling the Company, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be voidrequired, but, in such event, the Company shall provide the City with advance written notice of such assignment. (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii) Such assignment shall be in writing, ▇▇▇▇ executed and acknowledged by the assignor and in proper form for recording; (iv) Such assignment shall include the entire then unexpired term of this Lease; and (v) The Company shall, promptly following the completion of any such assignment, furnish or cause to be furnished to the City and to the Trustee a true and complete copy of each such assignment and assumption of obligations, as the case may be. (b) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. (c) The Company may sublet less than 10% of the Project to a single entity for any lawful purpose under the Act without the consent of the City, and may sublet any greater portion of the Project with the prior written consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act.

Assignment; Sublease. 19.1 Lessor may sellLessee shall not assign this Lease, assign or otherwise transfer all any interest herein, voluntarily or involuntarily, and shall not sublet the Premises or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwisethereof, without the prior written consent of Lessor in each instance, which consent shall not be unreasonably withheld, subject to the following terms and conditions: (a) Upon receipt by Lessor of a request from Lessee to consent to a Sublease of all or any portion of the Premises, together with information concerning the proposed Sublessee and the proposed rent and terms of the Sublease, Lessor shall have the right, at Lessor's option, to terminate this Lease by giving written notice of termination to Lessee, in which event the parties shall be relieved as of the effective date of termination from all further obligations accruing thereafter; provided, however, that Lessee shall have the right to negate Lessor's termination of this Lease by giving Lessor written notice of such negation ("Lessee's Negation Notice") with three (3) business days after Lessee received Lessor's notice electing to terminate in lieu of consenting to an assignment or subleasing. Upon such negation, this Lease shall continue in full force and effect and Lessee's request to sublease or assign shall be considered withdrawn. If Lessor exercises its right of termination, Lessor shall have the right to enter into a new direct Lease with such proposed Sublessee, or with any other Lessee procured by Lessor, upon such terms and conditions as Lessor shall approve, and Lessee shall have no right or interest in the new Lease or the income therefrom. (b) If Lessor consents to any assignment or Sublease by Lessee, Lessor may require as a condition of such consent that Lessee pay to Lessor, as and when received by Lessee, fifty percent (50%) of the amount of any excess of the consideration to be voidreceived by Lessee in connection with such assignment or Sublease over and above the rental amount fixed by this Lease and payable by Lessee to Lessor, (excluding sums received for Lessee's personal property and trade fixtures). (c) Lessee shall reimburse Lessor for Lessor's reasonable attorney's fees incurred in reviewing and negotiating the terms of the Sublease and Lessor's consent thereto. (d) The assignment or Sublease shall specify that further assignment or subsubletting of all or any portion of the Premises by the initial sublessee or assignee from Release Software, Inc. is expressly prohibited. (e) The option to extend referred to in Paragraph 54 of this Addendum is personal to Lessee and Permitted Transferees and is not transferable and is not exercisable by an assignee or sublessee. Lessee hereby stipulates that the foregoing terms and conditions are reasonable.

Assignment; Sublease. 19.1 Lessor may sellA. Except as provided in this Section 5.6: (i) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, assign nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transfer all or any part of its righttransferred, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assigneevoluntarily, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space for mailing privileges, by anyone other than Tenant, or for any use or purposes other than the Permitted Uses stated in Article 1, and (ii) in no event shall Tenant have the right to sublet the Premises, or any portion thereof, or to offer or advertise the Premises, or any portion thereof, for subletting. Notwithstanding the foregoing, it is hereby expressly understood and agreed, however, if Tenant is a corporation, Tenant shall have the right, without obtaining Landlord's consent and without giving Landlord a Recapture Offer to assign its interest in this Lease to any corporation ("Permitted Tenant Successor") into which Tenant is merged or with which Tenant is consolidated which corporation shall have a net worth at least equal to that of Tenant immediately prior to such merger or consolidation upon the express condition that Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement ("Assumption Agreement") in form and substance satisfactory to Landlord whereby Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Assignee shall expressly agree that the provisions of this Section 5.6 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. B. Notwithstanding anything to the contrary in the Lease contained: 1. Tenant shall, prior to offering or advertising the Premises, or any portion thereof for sublease or assignment, other than to a Permitted Tenant Successor or Affiliated Entity, as defined in this Section 5.6, give Landlord a Recapture Offer, as hereinafter defined. 2. For the purposes hereof a "Recapture Offer" shall be defined as a notice in writing from Tenant to Landlord which: (a) States that Tenant desires to sublet the Premises, or a portion thereof, or to assign its interest in this Lease. (b) Identifies the affected portion of the Premises ("Recapture Premises"). (c) Identifies the period of time ("Recapture Period") during which Tenant proposes to sublet the Recapture Premises or to assign its interest in the Lease. (d) Offers to Landlord to terminate the Lease in respect of the Recapture Premises (in the case of a proposed assignment of Tenant's interest in the Lease or a subletting for the remainder of the term of the Lease) or to suspend the term of the Lease pro tanto in respect of the Recapture Period (i.e., the term of the Lease in respect of the Recapture Premises shall be terminated during the Recapture Period and Tenant's rental obligations shall be reduced in proportion to the ratio of the Total Rentable Area of the Recapture Premises to the Total Rentable Area of the premises then demised to Tenant). 3. Landlord shall have the applicable Offer Period, as hereinafter defined, to accept a Recapture Offer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer, then Landlord agrees that it will not unreasonably withhold or delay its consent to a sublease of the Recapture Premises for the Recapture Period, or an assignment of Tenant's interest in the Lease, as the case may be, to a Qualified Transferee, as hereinafter defined. If the Recapture Premises is 10,000 square feet of Total Rentable Area or less, then the Offer Period shall be thirty (30) days after Landlord receives the Recapture Offer in question. If the Recapture Premises exceeds 10,000 square feet of Total Rentable Area, then the Offer Period shall be forty-five (45) days after Landlord receives the Recapture Offer in question. 4. For the purposes hereof, a "Qualified Transferee" shall be defined as a person, firm or corporation which, in Landlord's reasonable opinion: (a) is financially responsible and of good reputation; (b) is engaged in a business, the functional aspects of which, with respect to the premises, are similar to the use of other premises made by other office space tenants in the Building; and (c) is not a tenant or subtenant of premises in the Building. 5. Notwithstanding anything to the contrary in this Paragraph B contained: (a) If Tenant is in default of its obligations under the Lease at the time that it makes the aforesaid offer to Landlord, such default shall be deemed to be a "reasonable" reason for Landlord withholding its consent to any proposed subletting or assignment; and (b) If Tenant does not enter into a sublease with a subtenant (or an assignment to an assignee, as the case may be) approved by Landlord, as aforesaid, on or before the date which is one hundred eighty (180) days after the earlier of: (x) the expiration of the applicable Offer Period, or (y) the date that Landlord notifies Tenant that Landlord will not accept Tenant's offer to terminate or suspend the Lease, then Landlord shall have the right arbitrarily to withhold its consent to any subletting or assignment proposed to be entered into by Tenant after the expiration of said one hundred eighty (180) day period unless Tenant again offers, in accordance with this Paragraph B, either to terminate or to suspend the Lease in respect of the portion of the premises proposed to be sublet (or in respect of the entirety of the premises in the event of a proposed assignment, as the case may be). If Tenant shall make any subsequent offers to terminate or suspend the Lease pursuant to this Paragraph B, any such subsequent offers shall be treated in all respects as if it is Tenant's first offer to suspend or terminate the Lease pursuant to this Paragraph B, provided that the period of time Landlord shall have in which to accept or reject such subsequent offer shall be fifteen (15) days. C. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord's consent and without giving Landlord a Recapture Offer to assign its interest in this Lease and to sublease the Premises, or any portion thereof, to an Affiliated Entity, as hereinafter defined, so long as such entity remains in such relationship to Tenant, and provided that prior to or simultaneously with such assignment or sublease, such Affiliated Entity executes and delivers to Landlord an Assumption Agreement. For the purposes hereof, an "Affiliated Entity" shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, control shall mean the direct or indirect ownership of more than fifty (50%) percent of the beneficial interest of the entity in question. D. If Tenant is an individual who uses and/or occupies the Premises with partners, or Tenant is a partnership, then: (i) Each present and future partner shall be personally bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed; and (ii) In confirmation of the foregoing, Landlord may (but without being required to do so) request (and Tenant shall duly comply) that Tenant, at the time that Tenant admits any new partner to its partnership, shall require each such new partner to execute an agreement in form and substance satisfactory to Landlord whereby such new partner shall agree to be personally bound by and upon all of the covenants, agreements, terms, provisions and conditions of this Lease on the part of Tenant to be performed, without regard to the time when such new partner is admitted to partnership or when any obligations under any such covenants, etc., accrue. E. The listing of any name other than that of Tenant, whether on the doors of the premises or on the Building directory, or otherwise, shall not operate to vest in any such other person, firm or corporation any right or interest in this Lease or in the premises or be deemed to effect or evidence any consent of LessorLandlord, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. F. If this Lease be assigned, or if the premises or any part thereof be sublet or occupied by anybody other than tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, then due and hereafter becoming due, but no assignment, subletting, occupancy or collection shall be voiddeemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Any consent by Landlord to a particular assignment or subletting shall not in any way diminish the prohibition stated in the first sentence of this Section 5.6 or the continuing liability of the Tenant named in Article I as the party-Tenant under this Lease. No assignment or subletting or use of the premises by an affiliate of Tenant shall affect the Permitted Uses for which the premises may be used as stated in Article 1. G. In the event of an assignment of this Lease or a sublease of the Premises or any portion thereof to anyone other than a Permitted Tenant Successor or an Affiliated Entity, Tenant shall pay to Landlord fifty (50%) percent of any Net Sublease Profits (as defined below), payable in accordance with the following. In the case of an assignment of this Lease, "Net Sublease Profit": (1) shall be defined as a lump sum in the amount (if any) by which any consideration paid by the assignee in consideration of or as an inducement to Tenant to make said assignment exceeds the reasonable attorneys' fees, construction costs and brokerage fees incurred by Tenant in order to effect such assignment (collectively, "Sublease Expenses"), and (2) be payable concurrently with the payment to be made by the assignee to Tenant. In the case of a sublease, "Net Sublease Profit": (3) shall be defined as a monthly amount equal to the amount by which the sublease rent and other charges payable by the subtenant to Tenant under the sublease exceed the sum of the rent and other charges payable under this Lease for the premises or allocable to the sublet portion thereof, plus a monthly amount equal to the Sublease Expenses divided by the number of months in the term of the sublease, and (4) shall be payable on a monthly basis concurrently with the subtenant's payment of rent to Tenant under the sublease.

Assignment; Sublease. 19.1 Lessor may sellA. Except as provided in this Section 5.6, assign Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transfer all or any part of its righttransferred, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assigneevoluntarily, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space for mailing privileges, by anyone other than Tenant, or for any use or purposes other than the Permitted Uses stated in Article 1, or be sublet, or offered or advertised for subletting. Notwithstanding the foregoing, it is hereby expressly understood and agreed, however, if Tenant is a corporation, that the assignment or transfer of this Lease, and the term and estate hereby granted, to any corporation into which Tenant is merged or with which Tenant is consolidated which corporation shall have a net worth at least equal to that of Tenant immediately prior written consent of Lessorto such merger or consolidation (such corporation being hereinafter called "Tenant Successor"), shall not be voiddeemed to be prohibited hereby is, and upon the express condition that such Tenant Successor and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby such Tenant Successor shall agree to be independently bound by and upon all the covenants, B. Notwithstanding anything to the contrary in the Lease contained: 1. Tenant shall, prior to offering or advertising the Premises, or any portion thereof for sublease or assignment give Landlord a Recapture Offer, as hereinafter defined. 2. For the purposes hereof a "Recapture Offer" shall be defined as a notice in writing from Tenant to Landlord which: (a) States that Tenant desires to sublet the Premises, or a portion thereof, or to assign its interest in this Lease. (b) Identifies the affected portion of the Premises ("Recapture Premises"). (c) Identifies the period of time ("Recapture Period") during which Tenant proposes to sublet the Recapture Premises or to assign its interest in the Lease. (d) Offers to Landlord to terminate the Lease in respect of the Recapture Premises (in the case of a proposed assignment of Tenant's interest in the Lease or a subletting for the remainder of the term of the Lease) or to suspend the term of the Lease pro tanto in respect of the Recapture Period (i.e. the term of the Lease in respect of the Recapture Premises shall be terminated during the Recapture Period and Tenant's rental obligations shall be reduced in proportion to the ratio of the Total Rentable Area of the Recapture Premises to the Total Rentable Area of the premises then demised to Tenant). 3. Landlord shall have forty-five (45) days to accept a Recapture Offer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer, then Landlord agrees that it will not unreasonably withhold or delay its consent to a sublease of the Recapture Premises for the Recapture Period, or an assignment of 4. For the purposes hereof, a "Qualified Transferee" shall be defined as a person, firm or corporation which, in Landlord's reasonable opinion: (a) is financially responsible and of good reputation; and (b) is engaged in a business, the functional aspects of which, with respect to the Premises, are similar to the use of other premises made by other office space tenants in the Building; and (c) is not a Restricted Building Occupant, as hereinafter defined. 5. For the purposes hereof, a "Restricted Building Occupant" shall be defined as any tenant or subtenant of the Building who: (a) Desires to sublease the Recapture Premises for expansion purposes only; and (b) Such Occupant's occupancy of the Recapture Premises will not, either directly or indirectly, cause a vacancy in the premises which such occupant then occupies in the Building; and (c) Such Occupant's need, as to the size of premises and length of term, cannot then (i.e., at the time that Tenant requests Landlord's consent to such Occupant) be satisfied by Landlord. 6. Notwithstanding anything to the contrary in this Paragraph B contained: (a) If Tenant is in default (i.e. after giving of any applicable notice and the expiration of any applicable grace periods) of its obligations under the Lease at the time that it makes the aforesaid offer to Landlord, such default shall be deemed to be a "reasonable" reason for Landlord withholding its consent to any proposed subletting or assignment; and (b) If Tenant does not enter into a sublease with a subtenant (or an assignment to an assignee, as the case may be) approved by Landlord, as aforesaid, on or before the date which is one hundred (100) days after the earlier of: (x) the expiration of said forty-five (45) day period, or (y) the date that Landlord notifies Tenant that Landlord will not accept Tenant's offer to terminate or suspend the Lease, then Landlord shall have the right arbitrarily to withhold its consent to any subletting or assignment proposed to be entered into by Tenant after the expiration of said one hundred (100) day period unless Tenant again offers, in accordance with this Paragraph B, either to terminate or to suspend the Lease in respect of the portion of the premises proposed to be sublet (or in respect of the entirety of the premises in the event of a proposed assignment, as the case may be). If Tenant shall make any subsequent offers to terminate or suspend the Lease pursuant to this Paragraph B, any such subsequent offers shall be treated in all respects as if it is Tenant's first offer to suspend or terminate the Lease pursuant to this Paragraph B, provided that the period of time Landlord shall have in which to accept or reject such subsequent offer shall be thirty (30) days. 7. Notwithstanding anything to the contrary herein contained, Tenant shall have no right, under this Paragraph B hereof, prior to the date one (1) year after the Term Commencement Date. Without limiting the foregoing, Tenant shall have no right to give Landlord a Recapture Offer prior to the date one (1) year after the Term Commencement Date. 8. No subletting or assignment shall relieve Tenant of its primary obligation as party-Tenant hereunder, nor shall it reduce or increase Landlord's obligations under the Lease provided, however, that Tenant's obligations or Tenant hereunder shall be suspended with respect to the Recapture Space during the Recapture Period if Landlord elects to accept a Recapture Offer. C. In the event of an assignment of this Lease or a sublease of the premises or any portion thereof to anyone other than a Tenant Successor, Tenant shall pay to Landlord fifty (50%) percent of any Net Sublease Profits (as defined below), payable in accordance with the following.

Assignment; Sublease. 19.1 Lessor may sell20.1 Except as otherwise provided herein, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but Lessee will not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited no power to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, assign any of its rights or obligations hereunder. The terms and provisions of this Lease shall be voidbinding upon and inure to the benefit of Lessor and Lessee and their respective successors and assigns. (a) Lessee will not, without the prior written consent of Lessor, except as otherwise provided in this Lease, sublease or otherwise in any manner deliver, transfer or voluntarily relinquish possession, or enter into any contract or arrangement obligating it to deliver, transfer or relinquish possession of the Airframe or any Engine or Propeller, or install any Engine or Propeller or permit any Engine or Propeller to be installed, on any airframe other than the Airframe, or create a Lien not permitted under the terms hereof. (b) Notwithstanding anything to the contrary contained in this Lease, Lessee may merge or consolidate with any Affiliate of Lessee or sell, lease, or otherwise dispose of all or substantially all of its assets to any Affiliate of Lessee, PROVIDED (A) that the rights and powers of Lessor shall not be adversely affected by such merger, consolidation, sale, lease, or other disposition and that immediately after any such transaction no Event of Default shall have occurred and be continuing, and, (B) that any Affiliate of Lessee which is to be the surviving or acquiring corporation in such transaction (i) shall be a corporation duly organized and validly existing under the laws of the United States of America or a state thereof, or the District of Columbia, and a "citizen of the United States of America" as defined in Section 40102(a)(15) of the Transportation Code, (ii) shall (unless Lessee is the surviving corporation), by agreement in writing which shall be in form and substance reasonably satisfactory to Lessor, expressly assume the due and punctual payment of the Rent and other sums due and to become due under this Lease, and the due and punctual performance and observance of all the covenants and provisions of this Lease and each other Operative Document to which Lessee is a party, (iii) shall not have a net worth subsequent to such action materially less than that of Lessee prior to such action (taking into account any corporations whose net worth is consolidated with such surviving corporation) and (C) that such transaction shall not result in a material adverse effect with respect to the assets, liabilities or operations of Lessee as consolidated in such survivor corporation. 20.3 Lessor covenants that, to the extent that any Lessor Liens exist or interfere with Lessee's peaceful and quiet 66 enjoyment and use of the Aircraft, Lessor will use all reasonable efforts to seek removal or discharge of such Liens.

Assignment; Sublease. 19.1 Lessor (a) The Company may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgeein whole or in part, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none without the necessity of obtaining the consent of the obligations of Lessor hereunder. Any pledgeTrustee, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject subject, however, to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment each of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, following conditions: (i) The Company shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without obtain the prior written consent of Lessorthe City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an entity controlled by or under common control with or controlling the Company, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be voidrequired, but, in such event, the Company shall provide the City with advance written notice of such assignment. (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii) Such assignment shall be in writing, ▇▇▇▇ executed and acknowledged by the assignor and in proper form for recording; (iv) Such assignment shall include the entire then unexpired term of this Lease; and (v) The Company shall, promptly following the completion of any such assignment, furnish or cause to be furnished to the City and to the Trustee a true and complete copy of each such assignment and assumption of obligations, as the case may be. (b) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. (c) The Company may sublet the Project to a single entity for any lawful purpose under the Act and allowed under this Lease without the consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease.

Assignment; Sublease. 19.1 Lessor (a) The Developer may sellassign, assign transfer, encumber or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions dispose of this Lease Agreement including, but not limited toor any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the right Developer must obtain the City’s prior written consent before any such disposition, unless such disposition is to (i) Opus Development Company, L.L.C. or an entity controlled by or under common control with or controlling the Developer or Opus Development Company, L.L.C. or (ii) the Lender. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Developer in this Lease. (b) With respect to any assignment, the Developer or the Lender, as applicable, shall comply with the following conditions: (i) the Developer shall notify the City of the assignment in writing; (ii) such assignment shall be duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the quiet enjoyment of City and the Equipment Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by Lessee as set forth the assignee and in Section 7.1 above. Such proper form for recording, by which the assignee shall assume all of the rights terms, covenants and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment conditions of this Lease on the part of the Developer to be performed and observed. (c) Any assignee of all the rights of the Developer shall agree to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Developer and agreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the Bonds, the Developer shall be subject released from and have no further obligations under this Lease, the Base Lease, the Development and Performance Agreement or any other document related to the terms and conditions hereof including, but not limited toissuance of the Bonds. (d) Notwithstanding the foregoing, the right to the quiet enjoyment Developer may, in its ordinary course of business, sublease all or portions of the Equipment by Lessee Project to tenants without the prior consent of the City so long as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any the Developer remains obligated to perform all of its obligations hereunder which shall remain absolute under this Lease, the Base Lease and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeDevelopment and Performance Agreement. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor (a) The Developer may sellassign, assign transfer, encumber or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions dispose of this Lease Agreement including, but not limited toor any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the right Developer must obtain the City’s prior written consent before any such disposition, unless such disposition is to (i) any party related to the quiet enjoyment Developer or Balboa Real Estate Partners, L.L.C. or by one of the Equipment by Lessee as set forth relationships described in Section 7.1 above267(b) of the United States Internal Revenue Code of 1986, as amended, (ii) any party controlled by or under common control with the Developer or Balboa Real Estate Partners, L.L.C., (iii) any affiliated entity (including any joint venture) in which the Developer or Balboa Real Estate Partners, L.L.C. has an ownership interest, directly or indirectly or (iv) the Lender. Such Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Developer in this Lease. (b) With respect to any assignment, the Developer or the Lender, as applicable, shall comply with the following conditions: (i) the Developer shall notify the City of the assignment in writing; (ii) such assignment shall be duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the rights terms, covenants and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment conditions of this Lease on the part of the Developer to be performed and observed. (c) Any assignee of all the rights of the Developer shall agree to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Developer and agreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the Bonds, the Developer shall be subject released from and have no further obligations under this Lease, the Base Lease, the Development and Performance Agreement or any other document related to the terms and conditions hereof including, but not limited toissuance of the Bonds. (d) Notwithstanding the foregoing, the right to the quiet enjoyment Developer may, in its ordinary course of business, sublease all or portions of the Equipment by Lessee Project to tenants without the prior consent of the City so long as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any the Developer remains obligated to perform all of its obligations hereunder which shall remain absolute under this Lease, the Base Lease and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeDevelopment and Performance Agreement. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sellExcept as otherwise expressly provided herein, assign Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer all this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the like) the whole or any part of the Premises. In addition, the merger or consolidation of Tenant into or with any other entity, or the sale of all or substantially all of its rightassets, title shall be deemed to be an assignment within the meaning of this Section 5.6. Any assignment, mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in or consented to by Landlord under Sections 5.6.1-5.6.6 shall, at Landlord’s election, be void; shall be of no force and interest effect; and shall confer no rights on or in and favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the Equipment and/or provisions hereof. The limitations of this Section 5.6 shall be deemed to apply to any guarantor(s) of this Lease. 5.6.1 Notwithstanding the provisions of Section 5.6 above, in the event Tenant desires to assign this Lease Agreement or to sublet the whole or any part of the Premises, Tenant shall give Landlord notice (the “Proposed Transfer Notice”) of any proposed sublease or assignment, and said notice shall specify the provisions of the proposed assignment or subletting, including (a) the name and address of the proposed assignee or subtenant, (b) in the case of a third-party proposed assignment or subletting pursuant to Section 5.6.3 below, such information as to the proposed assignee’s or proposed subtenant’s net worth and financial capability and standing as may reasonably be required for Landlord to make the determination referred to in said Section 5.6.3 (provided, subject however, that Landlord shall hold such information confidential having the right to release same to its officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all of the terms and conditions provisions upon which the proposed assignment or subletting is to be made, (d) in the case of a proposed assignment or subletting pursuant to Section 5.6.3 below, all other information necessary to make the determination referred to in said Section 5.6.3 and (e) in the case of a proposed assignment or subletting pursuant to Section 5.6.4 below, such information as may be reasonably required by Landlord to determine that such proposed assignment or subletting complies with the requirements of said Section 5.6.4; provided, however, that in the case of a merger or acquisition, if required by law or by the terms of any confidentiality agreement to which Tenant is a party, such information may be provided forthwith after the effective date of such assignment. Within thirteen (13) business days following Landlord’s receipt of Tenant’s Proposed Transfer Notice given as aforesaid (including notice given by Tenant after the effective date of such assignment pursuant to the immediately preceding provision), Landlord shall make and submit to Tenant Landlord’s consent, or refusal to consent accompanied by Landlord’s reasons therefor pursuant to Section 5.6.3, or advise Tenant in reasonable detail of the particular respects in which Tenant’s notice and/or submission is insufficient (failing which, such notice and submission shall be deemed adequate) in which case Tenant shall re-submit such notice with all required information and thereupon the thirteen (13) business day period shall again be applicable. 5.6.2 Landlord shall have the right at its sole option, to be exercised within thirteen (13) business days after receipt of Tenant’s Proposed Transfer Notice (the “Acceptance Period”) for an assignment of this Lease Agreement includingor a sublease which itself, but not limited to, or in combination with all other existing subleases would result in the right to the quiet enjoyment subleasing of more than 50% of the Equipment by Lessee Premises, to terminate this Lease as of a date specified in a notice to Tenant, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s notice to Tenant; provided, however, that upon the termination date as set forth in Landlord’s notice, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from Tenant through the termination date. Notwithstanding the foregoing, in the event that Tenant shall only propose to sublease a portion of the Premises, which sublease itself, or in combination with all other existing subleases would result in the subleasing of more than 50% of the Premises, Landlord shall only have the right to so terminate this Lease with respect to those portions of the Premises which Tenant has previously subleased and proposes to sublease (the “Terminated Portion of the Premises”), and from and after the termination date the Rentable Floor Area of the Premises shall be reduced to the rentable floor area of the remainder of the Premises and the definition of Rentable Floor Area of the Premises shall be so amended and after such termination all references in this Lease to the "Premises" or the “Rentable Floor Area of the Premises” shall be deemed to be references to the remainder of the Premises and accordingly Tenant's payments for Annual Fixed Rent, operating costs, real estate taxes and electricity shall be reduced on a pro rata basis to reflect the size of the remainder of the Premises. In the case of a partial subletting where Landlord has exercised its termination right pursuant to this Section 7.1 5.6.2, Tenant shall pay to Landlord, as Additional Rent, within thirty (30) days after demand therefor, the reasonable cost to separately physically demise that portion of the Premises which are being terminated from the remainder of the Premises. In the event that Landlord shall not exercise its termination rights as aforesaid, or shall fail to give any or timely notice pursuant to this Section the provisions of Sections 5.6.3, 5.6.5 and 5.6.6 shall be applicable. This Section 5.6.2 shall not be applicable to an assignment or sublease pursuant to Section 5.6.4. 5.6.3 Notwithstanding the provisions of Section 5.6 above, but subject to the provisions of this Section 5.6.3 and the provisions of Sections 5.6.5 and 5.6.6 below, in the event that Landlord has the right to terminate this Lease in whole or in part pursuant to Section 5.6.2 and shall not have exercised such termination right, or shall have failed to give any or timely notice under Section 5.6.2, then for a period of ninety (90) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 5.6.2 as the case may be, Tenant shall have the right to assign this Lease or sublet all or any portion of the Premises in accordance with the Proposed Transfer Notice provided that, in each instance, Tenant first obtains the express prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Such Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if: (a) the proposed assignee or subtenant is (i) a tenant in the Building or elsewhere within the Office Park and Landlord then has available for lease space within the Office Park comparable in size to the space proposed to be subleased to such subtenant, (ii) is in active negotiation with Landlord or an affiliate of Landlord for premises in the Building or elsewhere within the Office Park, or (iii) is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency that regularly deals with the public at large in such agency’s office, e.g., the Social Security Administration or Registry of Motor Vehicles), or (b) the proposed assignee or subtenant is not of good character and reputation, or (c) the proposed assignee does not possess adequate financial capability to perform the obligations of the Tenant under this Lease (in the case of an assignment) as and when due or required, or (d) the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the Permitted Use as stated in Section 1.1 hereof, or (e) the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall assume (i) be reasonably likely to materially increase Landlord’s Operating Expenses beyond that which Landlord would reasonably anticipate incurring for the permitted use without this Lease (i.e., normal and customary office usage); (ii) be reasonably likely to materially increase the burden on elevators or other Building systems or equipment over the burden generated by normal and customary office usage; or (iii) violate or be reasonably likely to violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or (f) there shall be existing an Event of Default (defined in Section 7.1), or (g) any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates, or (h) the holder of any mortgage or ground lease on property which includes the Premises does not approve of the proposed assignment or sublease, to the extent that such holder has consent rights under the terms of their ground lease or mortgage, or (i) due to the identity or business of a proposed assignee or subtenant, such approval would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting space in the Building or elsewhere in the Property. If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant’s notice, as given hereunder; provided, however, that if such assignment or sublease shall not be executed and delivered to Landlord within ninety (90) days after the date of Landlord’s consent, the consent shall be deemed null and void and the provisions of Section 5.6.1 shall be applicable. 5.6.4 Notwithstanding the foregoing provisions of Sections 5.6, 5.6.2, 5.6.3 and 5.6.5, but subject to the provisions of Sections 5.6.1 and 5.6.6, Tenant shall have the right to assign this Lease or to sublet the Premises (in whole or in part) to any other entity (the “Successor Entity”) (i) which controls or is controlled by Tenant or Tenant’s parent corporation, or (ii) which is under common control with Tenant, or (iii) which purchases all or substantially all of the rights assets of Tenant, or (iv) which purchases all or substantially all of the stock of (or other Ownership or membership interests in) Tenant or (v) which merges or combines with Tenant, provided that the entity to which this Lease is so assigned or which so sublets the Premises has a credit worthiness (e.g. net assets on a pro forma basis using generally accepted accounting principles consistently applied and obligations using the most recent financial statements) greater than or equal to $68,000,000 in revenue and $140,000,000 in net assets as of Lessor the effective date of the proposed assignment or sublease, each as determined by generally accepted accounting principles and as shown in such entity’s most recent financial statements, as the case may be, based on such financial statements and other documentation reasonably requested by Landlord (the foregoing transferees referred to, individually or collectively, as a “Permitted Transferee”). Except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under this Lease, on a joint and several basis with the Permitted Transferee. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord’s consent. 5.6.5 In the case of any assignment or subleasing as to which Landlord may consent (other than an assignment or subletting permitted under Section 5.6.4 above) such consent shall be upon the express and further condition, covenant and agreement, and Tenant hereby covenants and agrees that, in addition to the Annual Fixed Rent, Additional Rent and other charges to be paid pursuant to this Lease, fifty percent (50%) of the “Assignment/Sublease Profits” (hereinafter defined), if any, shall be paid to Landlord. The “Assignment/Sublease Profits” shall be the excess, if any, of (a) the “Assignment/Sublease Net Revenues” as hereinafter defined over (b) the Annual Fixed Rent and Additional Rent and other charges provided in this Lease (provided, however, that for the purpose of calculating the Assignment/Sublease Profits in the case of a sublease, appropriate prorations in the applicable Annual Fixed Rent, Additional Rent and other charges under this Lease Agreement shall be made based on the percentage of the Premises subleased and on the terms of the sublease). The “Assignment/Sublease Net Revenues” shall relieve Lessor therefrom. Thereafterbe the fixed rent, additional rent and all references to Lessor herein shall mean other charges and sums payable either initially or over the term of the sublease or assignment (exclusive of the rental or purchase price received by Tenant for the transfer of business assets other than Tenant’s leasehold interest under this Lease), less the actual out-of-pocket costs of Tenant incurred in such assignee. Notwithstanding any subleasing or assignment (the definition of which consists of rent concessions, brokerage commissions, legal fees of outside counsel engaged by Tenant in connection with such sale, assignment or transfersubleasing, the obligations hereunder shall remain absolute alteration allowances and unconditional other costs of any leasehold improvements made by Tenant in connection with such subletting or assignment), as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment statement certified by an appropriate officer of Tenant and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none delivered to Landlord within thirty (30) days of the obligations full execution of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment sublease or assignment document, amortized over the term of this Lease Agreement the sublease or assignment. All payments of the Assignment/Sublease Profits due Landlord shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment made within fifteen (15) business days of the Equipment receipt of same by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeTenant. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Neither this Agreement nor any right created hereby shall be assignable by either party hereto, except by Lessor to a direct or indirect wholly owned subsidiary of Lessor, which assignment shall not relieve Lessor of any liability under this Agreement; provided that (i) Lessee may sell, assign or otherwise transfer all or any part portion of its rightright hereunder to LCC International, title Inc., a Delaware corporation and interest Lessee's parent ("LCC") or any Affiliate thereof (which in turn may assign all or any portion of its respective rights hereunder to any other Affiliate of LCC) and (ii) Lessee (and, following an assignment of its rights hereunder to LCC, LCC) may assign all or any portion of its respective rights hereunder in connection with a merger, consolidation or sale of substantially all its assets or to any lender as security for a loan; provided that no such assignment by Lessee shall release Lessee from its obligation to pay to Lessor the Equipment and/or this Lease Agreement to a third-party Annual Rent, for which Lessee shall remain liable, jointly and severally, with its assignee, subject to the terms and conditions of this Lease Agreement including, but . Lessee shall not limited to, the right to the quiet enjoyment sublease all or any portion of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Leased Premises without Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, 's prior written consent which consent shall not be relieved unreasonably withheld, conditioned or delayed. Lessor shall not withhold, condition or delay its consent provided that the following conditions are satisfied: (i) Lessee shall notify Lessor, in writing, of any proposed sublease, at least thirty (30) days prior to the effective date of its such proposed sublease. The proposed subtenant shall have a creditworthiness which is reasonably acceptable to Lessor. (ii) The sublease shall be for a term of no less than the remainder of the Term and shall be for a fair market value rental. (iii) The sublease shall be on substantially the same terms as Lessor's standard Lease form (or such other terms as are reasonably acceptable to Lessor). (iv) The subtenant is not (and will not be) terminating a lease on another tower owned by Lessor located within a 40 mile radius of the Tower to which such proposed sublease relates in order to enter into such sublease. (v) The subtenant agrees to be bound by Lessee's obligations hereunder which shall remain absolute as to the space being leased under such sublease (except payment of rent to Lessor) as if a direct lease were made between Lessor and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeSubtenant. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sell20.1 Except as otherwise provided herein, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but Lessee will not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited no power to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, assign any of its rights or obligations hereunder. The terms and provisions of this Lease shall be voidbinding upon and inure to the benefit of Lessor and Lessee and their respective successors and assigns. (a) Lessee will not, without the prior written consent of Lessor, except as otherwise provided in this Lease, sublease or otherwise in any manner deliver, transfer or voluntarily relinquish possession, or enter into any contract or arrangement obligating it to deliver, transfer or relinquish possession of the Airframe or any Engine or Propeller, or install any Engine or Propeller or permit any Engine or Propeller to be installed, on any airframe other than the Airframe, or create a Lien not permitted under the terms hereof. (b) Notwithstanding anything to the contrary contained in this Lease, Lessee may merge or consolidate with any Affiliate of Lessee or sell, lease, or otherwise dispose of all or substantially all of its assets to any Affiliate of Lessee, PROVIDED (A) that the rights and powers of Lessor shall not be adversely affected by such merger, consolidation, sale, lease, or other disposition and that immediately after any such transaction no Event of Default shall have occurred and be continuing, and, (B) that any Affiliate of Lessee which is to be the surviving or acquiring corporation in such transaction (i) shall be a corporation duly organized and validly existing under the laws of the United States of America or a state thereof, or the District of Columbia, and a "citizen of the United States of America" as defined in Section 40102 (a)(15) of the Transportation Code', (ii) shall (unless Lessee is the surviving corporation), by agreement in writing which shall be in form and substance reasonably satisfactory to Lessor, expressly assume the due and punctual payment of the Rent and other sums due and to become due under this Lease, and the due and punctual performance and observance of all the covenants and provisions of this Lease and each other Operative Document to which Lessee is a party, (iii) shall not have a net worth subsequent to such action materially less than that of Lessee prior to such action (taking into account any corporations whose net worth is consolidated with such surviving corporation) and (C) that such transaction shall not result in a material adverse effect with respect to the assets, liabilities or operations of Lessee as consolidated in such survivor corporation. 20.3 Lessor covenants that, to the extent that any Lessor Liens exist or interfere with Lessees peaceful and quiet 66 enjoyment and use of the Aircraft, Lessor will use all reasonable efforts to seek removal or discharge of such Liens.

Assignment; Sublease. 19.1 Lessor (a) The Fee Owner may sellsublease, assign assign, transfer, encumber or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions dispose of this Lease Agreement includingor any interest herein or part hereof for any lawful purpose under the Act upon providing written notice to the City. The Fee Owner must obtain the written consent of the City Administrator before any such disposition, but except such consent shall not limited tobe required for: (i) an assignment to any Person that continues to lease the Project to the Fee Owner; (ii) a disposition to an entity controlled by or under common control with or controlling the Fee Owner or an entity into which the Fee Owner is being merged or consolidated; or (iii) an assignment to a Financing Party. (b) With respect to any assignment, the right Fee Owner shall comply with the following conditions: (i) the Fee Owner shall notify the City and the Trustee of the assignment in writing; (ii) the Fee Owner shall provide evidence of payment of all amounts then-due under this Lease; (iii) such assignment shall be in writing, ▇▇▇▇ executed and acknowledged by the assignor and in proper form for recording; (iv) such assignment shall include the entire then unexpired term of this Lease; and (v) a duplicate original of such assignment shall be delivered to the quiet enjoyment of City and the Equipment Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by Lessee as set forth the assignee and in Section 7.1 above. Such proper form for recording, by which the assignee shall assume all of the rights terms, covenants and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment conditions of this Lease on the part of the Fee Owner to be performed and observed. (c) Any assignee of all the rights of the Fee Owner shall agree to be bound by the terms of this Lease, the Redevelopment Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Fee Owner and agreement by the assignee to be bound by the terms of this Lease, the Redevelopment Agreement and any other documents related to the issuance of the Bonds, the Fee Owner shall be subject released from and have no further obligations under this Lease, the Redevelopment Agreement or any other document related to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment issuance of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assigneeBonds. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

Assignment; Sublease. 19.1 Lessor may sell(a) Tenant shall not assign, assign mortgage, pledge or otherwise transfer all this Lease or make any sublease of the Premises, or permit occupancy of any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment thereof by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding anyone other than Tenant (any such sale, assignment or transfer, act being referred to herein as a “Transfer” and the obligations hereunder shall remain absolute and unconditional other party with whom Tenant undertakes such act being referred to herein as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, “Transferee”) without the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld or delayed, subject to the other provisions of this Section 6.3. Any Transfer or attempted Transfer not in compliance with all of the terms and conditions set forth in this Section 6.3 shall be void, and shall be a default under this Lease. (b) Any request by Tenant for Landlord’s consent to a Transfer shall include the name of the proposed Transferee, the nature of its business and proposed use of the Premises, reasonable information as to its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. It shall be reasonable for Landlord to refuse consent to any Transfer to any governmental agency, or to any other Transferee who by reputation or expected use is not comparable to other types of tenants in the Building, or to any transferee whose financial strength is not at least equivalent to that of Tenant at the time of the Transfer, or to any Transferee that is an existing tenant in the Building or a prospective tenant with whom Landlord has been in discussions in the preceding six (6) months. (c) Any Transfer shall specifically make applicable to the Transferee all of the provisions of this Section so that Landlord shall have against the Transferee all rights with respect to any further Transfer which are set forth herein. No Transfer shall affect the continuing primary liability of Tenant (which shall be joint and several with Transferee). Consent to a Transfer in a specific instance shall not be deemed consent to any subsequent Transfer or a waiver of the requirement of consent to any future Transfer. No assignment shall be binding upon Landlord or any of Landlord’s mortgagees, unless Tenant shall deliver to Landlord a recordable instrument containing a covenant of assumption by the Transferee running to Landlord and all persons claiming by, through or under Landlord. The Transferee’s failure to execute such instrument shall not, however, release or discharge Transferee from its liability as a Transferee hereunder. Tenant shall not enter into any Transfer that provides for rental or other payment based on the net income or profits derived from the Premises. With respect to any Transfer, Landlord shall be entitled to receive fifty percent (50%) of all “Bonus Rent,” which Bonus Rent shall be payable by Tenant to Landlord on a monthly basis. For purposes of this Lease, Bonus Rent shall mean all amounts received by Tenant in excess of the Base Rent and additional rent reserved in this Lease and applicable to the space Transferred for the period of the Transfer, minus Tenant’s reasonable expenses in connection with such Transfer for brokerage commissions, legal fees, advertising expenses, improvement allowances, free rent, Alterations and other rental concessions for the benefit of the Transferee. (d) Notwithstanding any contrary provision of this Section 6.3, in connection with any intent to Transfer, Landlord shall have an option to cancel and terminate this Lease if the request is to assign the Lease or to sublet all of the Premises; or, if the request is to sublet a portion of the Premises only, to cancel and terminate this Lease with respect to such portion for the proposed term of such sublease or for the balance of the Term if, within fifteen (15) days after Landlord receives written notice from Tenant that Tenant intends to make space available for a Transfer, Landlord notifies Tenant that it has elected to exercise such option. Landlord may exercise said option in writing within fifteen (15) days after Landlord’s receipt from Tenant of such request, and in each case such cancellation or termination shall occur as of the date set forth in Landlord’s notice of exercise of such option, which shall not be less than sixty (60) days nor more than one hundred twenty (120) days following the giving of such notice. If Landlord exercises Landlord’s option to cancel this Lease or any portion thereof, Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of the option, as the case may be, on the date set forth in such notice in accordance with the provisions of this Lease relating to surrender of the Premises at the expiration of the Term. If this Lease is cancelled as to a portion of the Premises only, Base Rent after the date of cancellation shall be abated on a pro rata basis, and Tenant’s Percentage. If Landlord does not exercise Landlord’s option to cancel this Lease or any portion thereof pursuant to the foregoing provisions, Landlord’s consent to a Transfer shall continue to be required in accordance with the other provisions of this Section 6.3. (e) Any agreement by which Tenant agrees to enter into or execute any Transfer at the direction of any other party, or assigns its rights in the income arising from any Transfer to any other party, shall itself constitute a Transfer hereunder. If Tenant is a corporation, partnership, or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. (f) Notwithstanding any contrary provision of this Lease, Tenant shall have no right to assign this Lease or sublet all or any portion of the Premises and any such assignment or sublease shall be void unless on (i) the date on which Tenant notifies Landlord of its intention to enter into any assignment or sublease or (ii) the date on which such assignment or sublease is to take effect, Tenant is not in default of any of its obligations under this Lease after notice to Tenant and expiration of applicable grace and cure periods. (g) Notwithstanding anything to the contrary contained in this Lease, Tenant may assign this Lease or sublet all or a portion of the Premises without Landlord’s consent, any right of recapture by Landlord or any sharing of any consideration with Landlord to an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets or stock or membership interests are transferred or to any entity which controls, is controlled by or is under common control with Tenant.

Assignment; Sublease. 19.1 Lessor may sell, 16.1 LESSEE shall not assign or otherwise transfer sub-lease all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. ThereafterLease, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwiseotherwise (“Assignment”), without the prior written consent of Lessor, LESSOR which such consent shall not be unreasonably withheld. Nothing in this Section 16.1 shall be voidconstrued to prohibit LESSEE from (i) placing a mortgage or other encumbrance upon LESSEE’S leasehold rights under this Lease in favor of any lender in order to secure project financing in connection with the construction and operation of the Facility or assigning this Lease or subletting part or all of the Leased Premises to another wholly-owned subsidiary of Renewable Energy Group, Inc., provided that LESSEE shall remain liable for the obligations of LESSEE under this Lease. 16.1.1 As to any Assignment requiring LESSOR’s consent it shall be reasonable for LESSOR to withhold its consent to a proposed assignment by LESSEE if LESSEE is unable to establish to LESSOR’S reasonable satisfaction that: (i) the entity assuming this Lease would be able to fulfill LESSEE’S obligations under this Lease without degradation; and (ii) such entity has the financial resources and capitalization and is reasonable likely to have the financial resources and capitalization required to satisfy LESSEE’S financial, legal and operational obligations under this Lease throughout the Term or any Renewal Term. 16.2 LESSEE shall not undergo a change of “Control”, as hereinbelow defined, during the Term or Renewal Term of this Lease, without the prior written consent of LESSOR, which consent shall not be withheld provided that the financial condition of the entity or entities assuming Control of LESSEE is, to the reasonable satisfaction of LESSOR, equal to or better than the financial condition of the entity or entities then in Control of LESSEE. For purposes of this Section 16.2 “Control” shall mean the direct beneficial ownership of a voting interest of at least fifty percent (50%) or the right or power, directly or indirectly, to elect a majority of the board of directors, or the right or power to control management.